8-K

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): March 29, 2024

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.	I.R.S. Employer Identification  Number

5 SARNOWSKI DRIVE,  GLENVILLE, NEW YORK	12302 Zip Code
(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. ☐

Item 8.01. Other Events

On, March 29, 2024, TrustCo Bank Corp NY (the “Company” or “TrustCo”) announced that its Board of Directors authorized a stock repurchase program.  Under the stock repurchase program, the Company may repurchase up to 200,000 shares, or approximately 1% of its currently outstanding common stock.

A copy of the press release dated March 29, 2024, 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
99.1	Press release dated March 29, 2024
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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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: March 29, 2024
	TrustCo Bank Corp NY
	(Registrant)
	By:	/s/ Michael M. Ozimek
		Michael M. Ozimek
		Executive Vice President and
		Chief Financial Officer

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EX-99.1

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 STOCK REPURCHASE PLAN

FOR IMMEDIATE RELEASE

Glenville, New York – March 29, 2024

TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) today announced that its Board of Directors has approved a stock repurchase program.  Under the stock repurchase program, TrustCo may repurchase up to 200,000 shares of its common stock, or approximately 1%, of its current 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.

Repurchases will be made at management’s discretion over the next 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 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 $6.2 billion savings and loan holding company. Through its subsidiary, Trustco Bank, TrustCo operates 140 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 Financial Services 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 often 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 factors and uncertainties that could cause actual results to differ materially for TrustCo from the views, beliefs and projections expressed or implied in such statements. Examples of these include, but are not limited to: our ability to successfully execute repurchases of our common stock under the newly-approved stock repurchase program, as well as the potential for such repurchases to affect the price of our common stock and increase volatility; the effects of ongoing inflationary pressures and changes in monetary and fiscal policies and laws, including changes in the Federal funds target rate by, and interest rate policies of, the Federal Reserve Board; the impact of any recent or future bank failures, and any actions taken in connection therewith by any bank regulatory authorities, on the financial services industry and the regional and local business environments in which we operate; ongoing armed conflicts (including the Russia/Ukraine conflict and the conflict in Israel and surrounding areas); the risks and uncertainties under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and, if any, in our subsequent Quarterly Reports on Form 10-Q; 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.

XML

Document and Entity Information	Mar. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 29, 2024
Entity File Number	0-10592
Entity Registrant Name	TrustCo Bank Corp NY
Entity Central Index Key	0000357301
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	14-1630287
Entity Address, Address Line One	5 SARNOWSKI DRIVE
Entity Address, City or Town	GLENVILLE
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12302
City Area Code	518
Local Phone Number	377-3311
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	TRST
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false