UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  December 19, 2025

TrustCo Bank Corp NY
(Exact name of registrant as specified in its charter)

NEW YORK
0-10592
14-1630287
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File No.)
(IRS Employer Identification No.)

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302
(Address of principal executive offices)

(518) 377-3311
(Registrant’s telephone number,
including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act  (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
 
Common Stock, $1.00 par value
 
TRST
 
Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



TrustCo Bank Corp NY

Item 8.01.
Other Events

On December 19, 2025 TrustCo Bank Corp NY (the “Company”) announced that its Board of Directors authorized a stock repurchase program.  Under the stock repurchase program, the Company may repurchase up to 2,000,000 shares of its common stock, or approximately 11% of its currently outstanding shares.

A copy of the press release dated December 19, 2025, announcing the stock repurchase program is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits

  (d)
Exhibits

 
Reg S-K Exhibit No.
Description
     
 
Press release dated December 19, 2025
 
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  December 19, 2025
 
   
 
TRUSTCO BANK CORP NY
 
(Registrant)
   
 
By:
/s/ Michael M.  Ozimek
 
 
Michael M.  Ozimek
 
Executive Vice President and Chief Financial Officer




Exhibit 99.1

 
  News Release

5 Sarnowski Drive, Glenville, New York 12302

 
Subsidiary: Trustco Bank
Nasdaq -- TRST
     
 
Contact: 
Robert M. Leonard  
   
Executive Vice President
 
   
(518) 381-3693
 

TrustCo Bank Corp NY Announces Two-Million Share Stock Repurchase Program

FOR IMMEDIATE RELEASE

Glenville, New York - December 19, 2025

TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) (the “Company” or “TrustCo”) today announced that its Board of Directors has approved a new stock repurchase program. Under the stock repurchase program, TrustCo may repurchase up to 2,000,000 shares of its common stock, or approximately 11% of its currently outstanding shares.  The repurchase program will permit shares to be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.  The Company completed a previously authorized one-million share repurchase program earlier this month.

Chairman, President, and Chief Executive Officer Robert J. McCormick said “As a Company, we have determined that the best investment we can make is in ourselves.  Our business model is sound and the transactional risk is low.  This announced substantial share repurchase program is intended to fulfill our ever-present goal of increasing shareholder value.  Our capital-building strategy over the past few years made it possible for us to fully execute the million-share buyback completed during 2025 and positions us to execute on the new program announced today.  I am proud of our team for laying the foundation that supports these efforts and for effectively carrying them out.”

Repurchases will be made at management’s discretion over the next approximately twelve months at prices management considers to be attractive and in the best interests of both TrustCo and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and TrustCo’s financial performance.  Open market purchases will be conducted in accordance with applicable legal requirements.

The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity and capital requirements, and other factors deemed appropriate.  These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate TrustCo to purchase any particular number of shares.

About TrustCo Bank Corp NY

TrustCo Bank Corp NY is a $6.3 billion savings and loan holding company. Through its subsidiary, Trustco Bank, TrustCo operates 135 offices in New York, New Jersey, Vermont, Massachusetts, and Florida. Trustco has a more than 100-year tradition of providing high-quality services, including a wide variety of deposit and loan products. In addition, Trustco Bank’s Wealth Management Department offers a full range of investment services, retirement planning and trust and estate administration services. Trustco Bank is rated as one of the best performing savings banks in the country.


The common shares of TrustCo are traded on the Nasdaq Global Select Market under the symbol TRST.
For more information, visit www.trustcobank.com

***

Forward-Looking Statements

All statements in this news release that are not historical are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future developments, results or periods. Examples of forward-looking statements include, among others, statements we make regarding our expectations relating to the newly-approved stock repurchase program. Forward-looking statements are based on management’s current expectations, as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially for TrustCo from the views, beliefs and projections expressed in such statements. Examples of these risks and uncertainties include, but are not limited to: the effects of inflationary pressures and changes in monetary and fiscal policies and laws, including increases or decreases in the Federal funds target rate by, and interest rate policies of, the Federal Reserve Board; changes in and uncertainty related to benchmark interest rates used to price loans and deposits; instability in global economic conditions and geopolitical matters; exposure to credit risk in our lending activities; the risk of weakness in residential real estate markets; the impact of the manner in which we allocate capital; U.S. government shutdowns, credit rating downgrades, or failure to increase the debt ceiling; the risks and uncertainties under the heading “Risk Factors” in our most recent annual report on Form 10-K and in our subsequent quarterly reports on Form 10-Q or other securities filings; the other financial, operational and legal risks and uncertainties detailed from time to time in TrustCo’s cautionary statements contained in its filings with the Securities and Exchange Commission; and the effect of all of such items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers. The forward-looking statements contained in this news release represent TrustCo management’s judgment as of the date of this news release. TrustCo disclaims, however, any intent or obligation to update forward-looking statements, either as a result of future developments, new information or otherwise, except as may be required by law.