TRUSTCO BANK CORP N Y (Form: 10-K, Received: 03/14/2025 16:29:14)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2024

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________________ to ____________________

Commission file number 000-10592

TRUSTCO BANK CORP NY

(Exact name of registrant as specified in its charter)

NEW YORK		14-1630287
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

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

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

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes.☒ No.☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes.☒ No.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☒
Non-accelerated filer ☐		Smaller reporting company ☐
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those errors corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes. ☐ No. ☒

The aggregate market value of the common stock held by non-affiliates as of June 30, 2024, the last business day of the Company’s second quarter, was $529.8 million (based upon the closing price of $28.77 on June 28, 2024 as reported on the Nasdaq Global Select Market).

The number of shares outstanding of the registrant’s common stock as of March 7, 2025 was 19,019,749.

Documents Incorporated by Reference

Documents Incorporated by Reference: Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2024 are incorporated by reference into Parts I and II of this report, and portions of the registrant’s Proxy Statement filed for its 2025 Annual Meeting of Shareholders to be filed within 120 days of the registrant’s fiscal year end are incorporated into Part III of this report to the extent described herein.

INDEX

Description			Page

PART I
	Item 1	Business	3
	Item 1A	Risk Factors	22
	Item 1B	Unresolved Staff Comments	37
	Item 1C	Cybersecurity	38
	Item 2	Properties	39
	Item 3	Legal Proceedings	39
	Item 4	Mine Safety Disclosures	39

PART II
	Item 5	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	41
	Item 6	[Reserved]	41
	Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
	Item 7A	Quantitative and Qualitative Disclosures about Market Risk	42
	Item 8	Financial Statements and Supplementary Data	42
	Item 9	Changes in and Disagreements with Accountants On Accounting and Financial Disclosure	42
	Item 9A	Controls and Procedures	42
	Item 9B	Other Information	43
	Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	43

PART III
	Item 10	Directors, Executive Officers and Corporate Governance	43
	Item 11	Executive Compensation	43
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44
	Item 13	Certain Relationships and Related Transactions, and Director Independence	44
	Item 14	Principal Accountant Fees and Services	44

PART IV
	Item 15	Exhibits, and Financial Statement Schedules	44
	Item 16	Form 10-K Summary	49
		EXHIBITS INDEX	45

		Signatures	50

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements included in this Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”) and in future filings by TrustCo with the Securities and Exchange Commission (“SEC”), in TrustCo’s press releases, and in oral statements made with the approval of an authorized executive officer that are not historical or current facts, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Forward-looking statements can be identified by the use of such words such as may, will, should, could, would, estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

The risk factors listed in Item 1A, Risk Factors of this 2024 Form 10-K and TrustCo’s Annual Report to Shareholders for the year ended December 31, 2024 Annual Report to Shareholders, which is included as Exhibit 13 hereto, and in TrustCo’s other filings with the SEC, among others, in some cases have affected and, in the future, could affect TrustCo’s actual results and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward-looking statement. Additionally, many of these risks and uncertainties are currently elevated by and may or will continue to be heightened by volatility in financial markets and macroeconomic or geopolitical concerns related to continued elevated interest rates, global political hostilities (including China-Taiwan and U.S.-China relations), global military conflicts (including the conflicts in the Ukraine and the Middle East), and U.S. and foreign tariff policies.

You should not rely upon forward-looking statements as predictions of future events. Although TrustCo believes that the expectations reflected in the forward‑looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. The Company disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events.

PART I

Item 1.

Business

General

TrustCo Bank Corp NY (“TrustCo” or the “Company”) is a savings and loan holding company having its principal place of business at 5 Sarnowski Drive, Glenville, New York 12302. TrustCo was incorporated under the laws of New York in 1981 to be the parent holding company of The Schenectady Trust Company, which subsequently was renamed Trustco Bank New York and, later, Trustco Bank, National Association. The Company’s principal subsidiary, Trustco Bank (also referred to as the “Bank”), is the successor by merger to Trustco Bank, National Association.

Through policy and practice, TrustCo continues to emphasize that it is an equal opportunity employer. There were 737 full-time equivalent employees of TrustCo at year-end. TrustCo had 6,961 shareholders of record as of December 31, 2024 and the closing price of the TrustCo common stock on December 31 (the last trading day of 2024) was $33.31.

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Subsidiaries

Trustco Bank

Trustco Bank is a federal savings bank engaged in providing general banking services to individuals and business.

The Bank provides a wide range of both personal and business banking services, including a full array of deposit products for both individuals and businesses. Trustco Bank also offers trust and investment services through its Financial Services Department. The Bank is supervised and regulated by the federal Office of the Comptroller of the Currency (“OCC”). Its deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the extent permitted by law. The Bank’s subsidiary, Trustco Realty Corp., is a real estate investment trust (or “REIT”) that was formed to acquire, hold and manage real estate mortgage assets, including residential mortgage loans and mortgage backed securities. The income earned on these assets, net of expenses, is distributed in the form of dividends. Under current New York State tax law, 60% of the dividends received by the Bank from Trustco Realty Corp. are excluded from total taxable income for New York State income tax purposes. The Bank accounted for substantially all of TrustCo’s 2024 consolidated net income and average assets. The Bank’s other active subsidiaries, Trustco Insurance Agency, Inc. and ORE Property, Inc., did not engage in any significant business activities during 2024 and 2023.

Trustco Financial Services, the name under which Trustco Bank’s trust department operates, serves as executor of estates and trustee of personal trusts, provides asset and wealth management services, provides estate planning and related advice, provides custodial services, and acts as trustee for various types of employee benefit plans and corporate pension and profit sharing trusts. The aggregate market value of the assets under trust, custody, or management of the trust department of the Bank was approximately $1.15 billion as of December 31, 2024.

The daily operations of the Bank remain the responsibility of its officers, subject to the oversight of its Board of Directors and overall supervision by TrustCo. The activities of the Bank are included in TrustCo’s consolidated financial statements.

ORE Subsidiary Corp.

In 1993, TrustCo created ORE Subsidiary Corp., a New York corporation, to hold and manage certain foreclosed properties acquired by the Bank. The accounts of this subsidiary are included in TrustCo’s consolidated financial statements.

Our Market Area

At year-end 2024, the Bank operated 154 automatic teller machines and 136 banking offices in Albany, Columbia, Dutchess, Greene, Montgomery, Orange, Putnam, Rensselaer, Rockland, Saratoga, Schenectady, Schoharie, Ulster, Warren, Washington, and Westchester counties of New York, Brevard, Charlotte, Flagler, Hillsborough, Indian River, Lake, Manatee, Martin, Orange, Osceola, Palm Beach, Polk, Sarasota, Seminole, and Volusia counties in Florida, Bennington County in Vermont, Berkshire County in Massachusetts and Bergen County in New Jersey. The largest part of such business consists of accepting deposits and making loans and investments. Trustco Bank also lends in Essex and Fulton counties of New York, Essex, Hudson, Morris, and Passaic counties of New Jersey, Collier, Lee, Marion, Pasco, Pinellas, St. Johns, St. Lucie, and Sumter counties of Florida, where it has no branch locations. The Bank’s locations are selected to be easily accessible and provide convenient services to businesses and individuals throughout our market area.

Our market area has a high level of retail and commercial business activity. Businesses are concentrated in the service sector and retail trade areas. Major employers in our market area include certain medical centers, municipalities, and school districts.

Competition

TrustCo faces strong competition in its market areas, both in attracting deposits and making loans. The Company’s most direct competition for deposits, historically, has come from commercial banks, savings associations, and credit unions that are located or have branches in the Bank’s market areas. The competition ranges from other locally based commercial banks, savings banks, and credit unions to branch offices of the largest financial institutions in the United States. In its principal market areas, the Capital District area of New York State and central Florida, TrustCo’s principal competitors are local branch operations of super-regional banks, branch offices of money center banks, and locally based commercial banks and savings institutions. The Bank is the largest depository institution headquartered in the Capital District area of New York State. The Company also faces competition for deposits from national brokerage houses, short-term money market funds, and other corporate and government securities mutual funds.

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Factors affecting the acquisition of deposits include pricing, office locations and hours of operation, the variety of deposit accounts offered, and the quality of customer service provided. Competition for loans has increased as interest rates have remained elevated and housing inventory has tightened in many of the Bank’s market areas. Commercial banks, savings institutions, traditional mortgage brokers affiliated with local offices, and nationally franchised real estate brokers are all active and aggressive competitors. The Company competes in this environment by providing a full range of financial services based on a tradition of financial strength and integrity dating from its inception. The Company also expects competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Technological advances, for example, have lowered barriers to entry, allowed banks and other financial services companies to expand their geographic reach by providing services over the internet, and made it possible for non-depository institutions to offer products and services that traditionally have been provided by banks. The Company competes for loans principally through the interest rates and loan fees it charges and the efficiency and quality of services it provides to borrowers. Furthermore, management believes that a community-based financial organization is better positioned to establish personalized financial relationships with both commercial customers and individual households. The Company’s community commitment and involvement in its primary market areas, as well as its commitment to quality and personalized financial services, are factors that contribute to the Company’s competitiveness.

Lending Activities

One of our core goals is to support the communities in which we operate. We seek loans from within our primary market area, which generally is defined as the counties in which our banking offices are located. Approval of all loans is subject to our policies and standards described in more detail below. We have adopted comprehensive lending policies, underwriting standards and loan review procedures. Management and our Board of Directors reviews and approves these policies and procedures on a regular basis. Management has also implemented reporting systems designed to monitor loan originations, loan quality, concentrations of credit, loan delinquencies, nonperforming loans, and potential problem loans. Our management and various committees periodically review our lines of business to monitor asset quality trends and the appropriateness of credit policies. In addition, we establish total borrower exposure limits and monitor concentration risk. As part of this process, the overall composition of the portfolio is reviewed to gauge diversification of risk, client concentrations, industry group, loan type, geographic area, or other relevant classifications of loans. Specific segments of the portfolio are monitored and reported to our Board on a quarterly basis. We recognize that exceptions to the below-listed policy guidelines may occur and have established procedures for approving exceptions to these policy guidelines.

Residential Real Estate Loans

We originate 1-4 family, owner-occupied residential real estate loans. Historically, vast majority of residential loan originations are fixed-rate loans which are held in portfolio. Residential real estate loans also include home equity lines of credit, or HELOCs, and home equity loans. Our home equity portfolio includes revolving open-ended equity loans with interest-only or minimal monthly principal payments and closed-end amortizing loans. Open-ended equity loans typically have an interest-only draw period followed by a repayment period.

Commercial Loans

Commercial loans are primarily made based on identified cash flows of the borrower with consideration given to underlying collateral and personal or other guarantees. Our policy sets forth guidelines for debt service coverage ratios, loan-to-value (“LTV”) ratios and documentation standards. Specifically, we have established debt service coverage ratio limits that require a borrower’s cash flow to be sufficient to cover principal and interest payments on all new and existing debt. The majority of our commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory.

Commercial Real Estate Loans

Commercial real estate loans are primarily made based on identified cash flows of the borrower with consideration given to underlying real estate collateral and personal guarantees. We have adopted guidelines for debt service coverage ratios, LTV ratios and documentation standards for commercial real estate loans. Specifically, our policy establishes a maximum LTV specific to property type and minimum debt service coverage ratio limits that require a borrower’s cash flow to be sufficient to cover principal and interest payments on all new and existing debt. Commercial real estate loans may be fixed or variable-rate loans with interest rates tied to indexes. Generally, we require appraisals for loans that are secured by real property.

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Consumer Loans

Our consumer loan portfolio includes personal installment loans, automobile financing, and overdraft lines of credit. The majority of our consumer loans are short-term and have fixed rates of interest that are priced based on current market interest rates and the financial strength of the borrower.

Investment Activities

The goals of our investment policy are to provide and maintain liquidity to meet deposit withdrawal and loan funding needs, to help mitigate interest rate and market risk, to diversify our assets, and to generate a reasonable rate of return on funds within the context of our interest rate and credit risk objectives. The Board reviews and approves our investment policy annually. Authority to make investments under the approved investment policy guidelines is delegated to our selected senior management. Investment activity is summarized and reported to the Board. We classify the majority of our securities as available-for-sale. The breakdown of investment portfolio is described in detail in the 2024 Annual Report to Shareholders for the year ended December 31, 2024.

Sources of Funds

General. Deposits, borrowings and loan repayments are the major sources of our funds for lending and other investment purposes. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and money market conditions.

Deposit Accounts. Deposits are attracted from within our market area by the sales efforts of our branch network, commercial loan officers, advertising and through our website. We offer a broad selection of deposit instruments, including noninterest-bearing demand deposits (such as checking accounts), interest-bearing demand accounts (such as NOW and money market accounts), savings accounts and term certificates of deposit. We also offer a variety of deposit accounts designed for businesses operating in our market area. Our business banking deposit products include a commercial checking account, sweep accounts, money market accounts and checking accounts specifically designed for businesses. We also offer remote deposit capture products for customers to meet their online banking needs.

Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit, and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition, our liquidity needs, profitability to us, and customer preferences and concerns. We generally review our deposit mix and pricing on a weekly basis. Our deposit pricing strategy has generally been to offer competitive rates and to periodically offer special rates in order to attract deposits of a specific type or term.

Supervision and Regulation

Banking is a highly regulated industry, with numerous federal and state laws and regulations governing the organization and operation of banks and their affiliates. As a savings and loan holding company, TrustCo and its non-bank subsidiaries are supervised and regulated by the Board of Governors of the Federal Reserve System (“Federal Reserve Board”). The OCC is the Bank’s primary federal regulator and supervises and examines the Bank. Under the Home Owners’ Loan Act of 1934 and OCC regulations, Trustco Bank must obtain prior OCC approval for acquisitions, and its business operations and activities are restricted. Because the FDIC provides deposit insurance to the Bank, the Bank also is subject to its supervision and regulation even though the FDIC is not the Bank’s primary federal regulator.

It is anticipated that the Trump administration and the current U.S. Congress likely will not increase the regulatory burden on community banking organizations and may seek to reduce and streamline certain prudential and regulatory requirements applicable to community banking organizations at a federal level based on statements made by relevant congressional leaders and the acting leaders of certain banking agencies. At this time, however, it is not possible to predict with any certainty the actual impact the Trump administration may have on the banking industry or our operations.

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The following summary of laws and regulations applicable to the Company and those applicable to the Bank is not intended to be a complete description of those laws and regulations or their effects on the Company and the Bank. The summary is qualified in its entirety by reference to the particular statutory and regulatory provisions described. Changes in applicable law or regulation, and in their interpretation and application by regulatory agencies and other governmental authorities, cannot be predicted, but may have a material effect on our business, financial condition or results of operations.

Dividends

Most of TrustCo’s revenues consist of cash dividends paid to TrustCo by the Bank, payment of which is subject to various regulatory limitations, including continued compliance with minimum regulatory capital requirements, and the receipt of regulatory approval (or non-objection) from the Bank’s and the Company’s regulators.

OCC regulations impose limitations upon all capital distributions by the Bank, including cash dividends. Under the regulations, an application to and the approval of the OCC is required prior to any capital distribution if the institution does not meet the criteria for “expedited treatment” of applications under OCC regulations (generally, examination ratings in the two top categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution, or the distribution would otherwise be contrary to a statute, regulation, or agreement with the OCC. If an application is not required, the institution must still provide prior notice of the capital distribution to the OCC and the Federal Reserve Board if, like the Bank, the institution is a subsidiary of a savings and loan holding company. The OCC may not approve a dividend if the institution would be undercapitalized following the distribution, the proposed capital distribution raises safety and soundness concerns, or the capital distribution would violate a prohibition contained in any statute, regulation, or agreement between the bank and a regulator or a condition imposed in a previously approved application or notice.

As noted above, a savings institution, such as the Bank, that is a subsidiary of a savings and loan holding company and that proposes to make a capital distribution must also submit written notice to the Federal Reserve Board prior to such distribution, and Federal Reserve Board may object to the distribution based on safety and soundness or other concerns. The Federal Reserve Board may deny a dividend notice if following the dividend, the savings association will be less than adequately capitalized, the proposed dividend raises safety and soundness concerns, or the proposed dividend violates a prohibition contained in any statute, regulation, enforcement action, or agreement between the association or holding company and an appropriate federal banking agency, a condition imposed on the association or holding company in an application or notice approved by an appropriate federal banking agency, or any formal or informal enforcement action involving the association or holding company.

Compliance with regulatory standards regarding capital distributions could also limit the amount of dividends that TrustCo may pay to its shareholders.

See Note 14 to the consolidated financial statements contained in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2024 for information concerning the Bank’s regulatory capital requirements.

Regulatory Capital Requirements and Prompt Corrective Action.

Regulatory Capital Rules. The Company and the Bank are subject to regulatory capital requirements contained in rules published by the Federal Reserve Board, OCC, and FDIC that establish a comprehensive capital framework for all U.S. banking organizations, including the Company and the Bank.

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The capital rules, among other things, provide a “Common Equity Tier 1” (“CET1”) capital measure, Tier 1 capital and total capital to risk-weighted assets ratios and a Tier 1 capital to average consolidated assets (or “leverage”) ratio. CET1 capital is generally defined as common stock instruments that meet eligibility criteria in the final capital rule (principally, instruments representing the most subordinated claim upon liquidation, having no maturity date and being redeemable via discretionary purchases only with regulatory approval, not being subject to any expectations that the stock will be repurchased, redeemed, or cancelled, and not being secured by the banking organization or any related entity), retained earnings, accumulated other comprehensive income, and common equity Tier 1 minority interests, subject to certain limitations. Tier 1 capital for the Company and the Bank consists of CET1 capital plus “additional Tier 1 capital,” which generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock, and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of accumulated other comprehensive income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale-securities). The Company has made this opt-out election. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

Under the capital rules, the minimum capital ratios are:

•

4.5% CET1 to risk-weighted assets;

•

6.0% Tier 1 capital to risk-weighted assets;

•

8.0% Total capital to risk-weighted assets; and

•

4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (the “leverage ratio”).

At December 31, 2024, the Bank had a Tier 1 leverage ratio (Tier 1 capital to total average consolidated assets) of 10.62%, CET1 capital ratio (CET1 capital to risk-weighted assets) of a 18.54%, Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 18.54%, and a total capital ratio (total capital to risk-weighted assets) of 19.80%. Also at December 31, 2024, the Company had a Tier 1 leverage ratio (Tier 1 capital to total average consolidated assets) of 11.05%, CET1 capital ratio (CET1 capital to risk-weighted assets) of 19.30%, a Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 19.30% and a total capital ratio (total capital to risk-weighted assets) of 20.56%.

In order to avoid constraints on dividends, equity repurchases and certain compensation, the capital rules require the Company’s and the Bank’s capital to exceed the regulatory standards plus a capital conservation buffer. To meet the requirement, the organization must maintain an amount of CET1 capital that exceeds the buffer level of 2.5% above each of the minimum risk-weighted asset ratios, (i) CET1 to risk-weighted assets of more than 7.0%, (ii) Tier 1 capital to risk-weighted assets of more than 8.5%, and (iii) total capital (Tier 1 plus Tier 2) to risk-weighted assets of more than 10.5%.

The OCC has the ability to establish an individual minimum capital requirement for a particular institution, which would vary from the capital levels that would otherwise be required under the capital regulations, based on such factors as concentrations of credit risk, levels of interest rate risk, and the risks of non-traditional activities, as well as others. The OCC has not imposed any such requirement on the Bank.

The capital rules contain standards for the calculation of risk-weighted assets. The exposure amount for on-balance sheet assets is generally the carrying value of the exposure as determined under GAAP. A bank may assign a 50% risk weight to a first-lien residential mortgage exposure that:

•

is secured by property that is owner-occupied or rented,

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is made in accordance with “prudent underwriting standards,” including loan-to-value ratios,

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is not 90 days or more past due or in nonaccrual status, and

•

is not restructured or modified.

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Other first-lien residential exposures, as well as junior-lien exposures if the bank does not hold the first lien, are assigned a 100% risk weight.

If a banking organization has elected to opt out of the AOCI provisions discussed above, the exposure amount for available for sale or held-to-maturity debt securities is the carrying value (including accrued but unpaid interest and fees) of the exposure, less any net unrealized gains plus any unrealized losses. Exposures to debt directly and unconditionally guaranteed by the U.S. federal government and its agencies receive a 0% risk weight. Exposures conditionally guaranteed by the federal government, Federal Reserve Board, or a federal government agency would receive a 20% risk weight. Further, the capital rules assign a 20% risk weight to non-equity exposures to government-sponsored entities (“GSEs”) and a 100% risk weight to preferred stock issued by a GSE. A GSE is defined as an entity established or chartered by the federal government to serve public purposes but whose debt obligations are not “explicitly guaranteed” by the full faith and credit of the federal government. Banking organizations must assign a 20% risk weight to general obligations of a public sector entity (for example, a state, local authority or other governmental subdivision below the sovereign level) that is organized under U.S. law and a 50% risk weight for a revenue obligation of such an entity.

In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-crisis regulatory reforms. Among other things, these standards revise the Basel Committee’s standardized approach for credit risk (including recalibrating risk weights and introducing new capital requirements for certain “unconditionally cancellable commitments,” such as unused credit card and home equity lines of credit) and provide a new standardized approach for operational risk capital. Under the Basel framework, these standards generally became effective on January 1, 2023, with an aggregate output floor phasing in through January 1, 2028.

Prompt Corrective Action. Federal banking regulations also establish a “prompt corrective action” capital framework for the classification of insured depository institutions, such as Trustco Bank, into five categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Under the prompt corrective action rules currently in effect, an institution is deemed to be (a) ”well-capitalized” if it has total risk-based capital of 10.0% or more, has a Tier 1 risk-based capital ratio of 8.0% or more, has a CET1 risk based capital ratio of 6.5% or more, and has leverage capital ratio of 5.0% or more and is not subject to any order or final capital directive to meet and maintain a specific capital level for any capital measure; (b) ”adequately capitalized” if it has a total risk-based capital ratio of 8.0% or more, a Tier 1 risk-based capital ratio of 6.0% or more, a CET1 risk based capital ratio of 4.5% or more and has a leverage capital ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the definition of well-capitalized; (c) ”undercapitalized” if it has a total risk-based capital ratio that is less than 8.0%, a Tier 1 risk-based capital ratio that is less than 6.0%, a CET1 capital ratio less than 4.5% or a Tier 1 leverage capital ratio that is less than 4.0%; (d) ”significantly undercapitalized” if it has a total risk-based capital ratio that is less than 6.0%, a Tier 1 risk-based capital ratio that is less than 4.0%, a CET1 capital ratio less than 3% or a Tier 1 leverage capital ratio that is less than 3.0%; and (e) ”critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. The federal banking agencies are required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution or its holding company. Such actions could have a direct material effect on an institution’s or its holding company’s financial condition and activities. In certain situations, a federal banking agency may reclassify a well-capitalized institution as adequately capitalized and may require an adequately capitalized or undercapitalized institution to comply with supervisory actions as if the institution were in the next lower category.

A depository institution is generally prohibited from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the depository institution would thereafter be undercapitalized. Undercapitalized institutions also are subject to growth limitations and are required to submit a capital restoration plan to the regulatory agencies. The agencies may not accept such a plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. In addition, for a capital restoration plan to be acceptable, the depository institution’s parent holding company must guarantee that the institution will comply with such capital restoration plan. The aggregate liability of the parent holding company is limited to the lesser of (i) an amount equal to 5.0% of the depository institution’s total assets at the time it became undercapitalized and (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a depository institution fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.”

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“Significantly undercapitalized” depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. “Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator.

At December 31, 2024 and 2023, each of TrustCo and Trustco Bank met all capital adequacy requirements to which it was subject under the OCC and Federal Reserve Board regulations. As of December 31, 2024, the most recent notification from the OCC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action.

Economic Growth, Regulatory Relief and Consumer Protection Act. In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the "Regulatory Relief Act"), was enacted to modify or remove certain financial reform rules and regulations. The Regulatory Relief Act amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion. Many of these changes resulted in meaningful regulatory changes for community banks such as the Bank, and their holding companies.

The Regulatory Relief Act also expanded the definition of qualified mortgages that may be held by a financial institution and simplified the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single "Community Bank Leverage Ratio" of 9 percent. Any qualifying depository institution or its holding company that exceeds the "community bank leverage ratio" will be considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the ratio will be considered to be "well capitalized" under the prompt corrective action rules. In addition, the Regulatory Relief Act included regulatory relief for community banks regarding regulatory examination cycles, call reports, the Volcker Rule (proprietary trading prohibitions), mortgage disclosures and risk weights for certain high-risk commercial real estate loans. The new rule was effective as of January 1, 2020. Although TrustCo would qualify to take advantage of the community bank leverage ratio framework, it has decided it would not opt-in to the framework.

Holding Company Activities

The activities of savings and loan holding companies are governed, and limited, by the Home Owners’ Loan Act and the Federal Reserve Board’s regulations. In general, TrustCo’s activities are limited to those permissible for “multiple” savings and loan holding companies (that is, savings and loan holding companies owning more than one savings association subsidiary) as of March 5, 1987, activities permitted for bank holding companies as of November 12, 1999, and activities permissible for “financial holding companies” (which are described below). Activities permitted to multiple savings and loan holding companies include certain real estate investment activities, and other activities permitted to bank holding companies under the Bank Holding Company Act. Activities permissible for a financial holding company are those considered financial in nature (including securities and insurance activities) or those incidental or complementary to financial activities.

A savings and loan holding company is prohibited from, directly or indirectly, acquiring more than 5% of the voting stock of another financial institution or savings and loan holding company without the prior written approval of the Federal Reserve Board. In evaluating applications by holding companies to acquire savings institutions, the Federal Reserve Board considers the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the deposit insurance fund, the convenience and needs of the community and competitive factors.

The financial impact of a holding company on its subsidiary institution is a matter that is evaluated by the Federal Reserve Board, and the Federal Reserve Board has authority to order cessation of activities or divestiture of subsidiaries deemed to pose a threat to the safety and soundness of the institution. The Federal Reserve’s long-standing “source of strength” doctrine requires that bank or thrift holding companies serve as a source of financial strength for their depository institution subsidiaries. The phrase “source of financial strength” is defined as “the ability of a company that directly or indirectly owns or controls an insured depository institution to provide financial assistance to such insured depository institution in the event of the financial distress of the insured depository institution.” The federal banking agencies are authorized to adopt regulations with respect to this requirement.

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Securities Regulation and Corporate Governance

The Company’s common stock is registered with the SEC under Section 12(b) of the Exchange Act, and the Company is subject to restrictions, reporting requirements and review procedures under federal securities laws and regulations. The Company is also subject to the rules and reporting requirements of The Nasdaq Stock Market LLC, on which its common stock is traded.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) significantly changed the regulation of financial institutions, such as community banks, thrifts, and small bank and thrift holding companies, and the financial services industry. Among other things, the Dodd-Frank Act abolished the Office of Thrift Supervision and transferred its functions to the other federal banking agencies, relaxed rules regarding interstate branching, allowed financial institutions to pay interest on business checking accounts, and imposed new capital requirements on bank and thrift holding companies. The Dodd-Frank Act has affected our business in substantial ways, including by causing us to incur higher operating costs to comply with the Dodd-Frank Act. Certain provisions of the Dodd-Frank Act have yet to be fully implemented and may be impacted by future legislation, rulemaking or executive orders. Our management continues to monitor the ongoing implementation of the Dodd-Frank Act and as new regulations are issued, will assess their effect on our business, financial condition and results of operations.

The Sarbanes-Oxley Act of 2002 is intended to improve corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Company has policies, procedures and systems designed to comply with these regulations, and it reviews and documents such policies, procedures and systems to ensure continued compliance with these regulations.

Although the Company has and will continue to incur additional expense in complying with the corporate governance provisions of federal law and the resulting regulations, management does not expect that such compliance will have a material impact on the Company’s financial condition or results of operations.

Federal Savings Institution Regulation

Business Activities. Federal law and regulations govern the activities of federal savings banks such as the Bank. These laws and regulations delineate the nature and extent of the activities in which federal savings banks may engage. In particular, certain lending authority for federal savings banks, e.g., commercial, non-residential real property loans and consumer loans, is limited to a specified percentage of the institution’s capital or assets.

Insurance of Deposit Accounts. Deposits of Trustco Bank are insured by the Deposit Insurance Fund (“DIF”) of the FDIC, and the Bank is subject to deposit insurance assessments to maintain the DIF. The FDIC determines insurance premiums based on a number of factors, primarily the risk of loss that insured institutions pose to the DIF. Deposit insurance assessments are based on average consolidated total assets minus average tangible equity. Under the FDIC’s risk-based assessment system, insured institutions with less than $10 billion in assets, such as the Bank, are assigned to one of three categories based on their composite examination ratings, with higher-rated, less risky institutions paying lower assessments. A range of initial base assessment rates applies to each category, adjusted downward based on unsecured debt issued by the institution to produce total base assessment rates. Total base assessment rates currently range from 2.5 to 18 basis points for banks in the least risky category to 13 to 32 basis points for banks in the most risky category, all subject to further adjustment upward if the institution holds more than a limited amount of unsecured debt issued by another FDIC-insured institution.

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The FDIC has the authority to raise or lower assessment rates, subject to limits, and to impose special additional assessments. The Dodd-Frank Act set the minimum reserve ratio to not less than 1.35% of estimated insured deposits or the comparable percentage of the FDIC’s assessment base. The act also required the FDIC to take the steps necessary to attain the 1.35 percent ratio by September 30, 2020, subject to an offsetting requirement for certain institutions. In September 2020, the FDIC announced that the ratio declined to 1.30% due largely to consequences of the COVID-19 pandemic and adopted a plan to restore the fund to the 1.35% ratio (the “Restoration Plan”) within eight years but did not change its assessment rate schedule. The Restoration Plan requires the FDIC to update its analysis and projections for the fund balance and reserve ratio at least semiannually and, if necessary, recommend any modifications, such as increasing assessment rates. In the semiannual update for the Restoration Plan in June 2022, the FDIC projected that the reserve ratio was at risk of not reaching the statutory minimum of 1.35 percent by September 30, 2028, the statutory deadline to restore the reserve ratio. Based on this update, the FDIC Board approved an amended Restoration Plan, and concurrently proposed an increase in initial base deposit insurance assessment rate schedules uniformly by 2 basis points, applicable to all insured depository institutions. In October 2022, the FDIC Board finalized the increase with an effective date of January 1, 2023, applicable to the first quarterly assessment period of 2023 (i.e., January 1 through March 31, 2023).

FDIC deposit insurance expense totaled $2.6 million in 2024, $2.9 million in 2023 and $1.8 million in 2022. FDIC deposit insurance expense includes deposit insurance assessments and, until 2019, Financing Corporation (“FICO”) assessments related to outstanding bonds issued by FICO in the late 1980s to recapitalize the now defunct Federal Savings & Loan Insurance Corporation. The final FICO assessment was collected in 2019. Future changes in insurance premiums could have an adverse effect on the operating expenses and results of operations of Trustco Bank, and the Bank cannot predict what insurance assessment rates will be in the future.

On November 16, 2023, the FDIC approved a final rule to implement a special assessment on certain banking organizations with financial institution subsidiaries with more than $5 billion in assets, in order to recover the costs associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank in March 2023. Under the rule, the assessment base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion of uninsured deposits. The total amount of the special assessment is to be paid in ten equal quarterly installments that began with the invoice for the first quarter of 2024 (received in June 2024) and ends with the invoice for the second quarter of 2026. Because the Bank's uninsured deposits at the measurement date were below $5 billion, the Company will not be subject to this special assessment.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or the OCC. The Bank does not know of any practice, condition or violation that might lead to termination of its deposit insurance.

Pause on Major Federal Reserve Board Rulemakings

The Federal Reserve Board’s Vice Chair of Supervision, Michael Barr, stepped down from the position, effective February 28, 2025. The Federal Reserve Board stated that it will not issue any major rulemakings from the time of the announcement until a new vice chair for supervision is confirmed by the U.S. Senate.

Other Regulation

Assessments. The Bank is required to pay assessments to the OCC to fund the agency’s operations. The general assessments, paid on a semi-annual basis, is computed upon the Bank’s total assets, including consolidated subsidiaries, as reported in the Bank’s latest quarterly financial report. The OCC’s assessment schedule includes a surcharge for institutions that require increased supervisory resources. The assessments paid by the Bank for the year ended December 31, 2024 totaled approximately 657 thousand.

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Community Reinvestment Act. The Community Reinvestment Act (“CRA”) requires each savings institution, as well as commercial banks and certain other lenders, to identify the communities served by the institution’s offices and to identify the types of credit the institution is prepared to extend within those communities. The CRA also requires the OCC to assess an institution’s performance in meeting the credit needs of its identified communities as part of its examination of the institution, and to take such assessments into consideration in reviewing applications with respect to branches, mergers and other business combinations, including acquisitions by savings and loan holding companies. An unsatisfactory CRA rating may be the basis for denying such an application and community groups have successfully protested applications on CRA grounds. In connection with its assessment of CRA performance, the OCC assigns CRA ratings of “outstanding,” “satisfactory,” “needs to improve” or “substantial noncompliance.” The Bank was rated “satisfactory” in its last CRA examination. Institutions are evaluated based on (i) its record of helping to meet the credit needs of its assessment area through lending activities; (ii) its qualified investments; and (iii) the availability and effectiveness of the institution’s system for delivering retail banking services. An institution that is found to be deficient in its performance in meeting its community’s credit needs may be subject to enforcement actions, including cease and desist orders and civil money penalties. In December 2021, the OCC issued a final rule rescinding its June 2020 Community Reinvestment Act Rule and replacing it with the rules that were jointly adopted by the federal bank regulatory agencies. This action is intended to facilitate the ongoing interagency work to modernize the CRA regulatory framework and promote consistency for all insured depository institutions. The final rule became effective on January 1, 2022. On October 24, 2023, the federal banking agencies, including the OCC, issued a final rule designed to strengthen and modernize the regulations implementing the CRA. The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes in the banking industry, including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations and tailor CRA evaluations and data collection to bank size and type. Under the revised framework, banks with assets of at least $2 billion are considered large banks and will have their retail lending, retail services and products, community development financing, and community development services subject to periodic evaluation. Depending on a large bank's geographic concentrations of lending, the evaluation of retail lending may include assessment areas in which the bank extends loans but does not operate any deposit-taking facilities, in addition to assessment areas in which the bank has deposit-taking facilities. The rule became effective on April 24, 2024. Most provisions of the final rule are expected to apply beginning January 1, 2026, and the remaining provisions are expected to apply beginning January 1, 2027. In March of 2024, a preliminary injunction was granted that provides a day-for-day extension for each day the injunction remains in place. The court's decision granting a preliminary injunction is on appeal to the U.S. Court of Appeals for the Fifth Circuit. Uncertainty consequently remains around the actual implementation date, as well as around which elements of the final rule may be implemented. The Company continues to monitor the outcome of this rule.

Commercial Real Estate Lending Concentrations. The federal banking agencies have issued guidance on sound risk management practices for concentrations in commercial real estate lending. The particular focus is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be sensitive to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution). The purpose of the guidance is not to limit a bank’s commercial real estate lending but to guide banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The guidance directs the FDIC and other federal bank regulatory agencies to focus their supervisory resources on institutions that may have significant commercial real estate loan concentration risk. A bank that has experienced rapid growth in commercial real estate lending, has notable exposure to a specific type of commercial real estate loan, or is approaching or exceeding the following supervisory criteria may be identified for further supervisory analysis with respect to real estate concentration risk:

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Total reported loans for construction, land development and other land represent 100% or more of the bank’s capital; or

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Total commercial real estate loans (as defined in the guidance) represent 300% or more of the bank’s total capital or the outstanding balance of the bank’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months.

In addition, on June 29, 2023, in response to the increased risk relating to commercial real estate loans, the federal banking agencies issued a final Interagency Policy Statement on prudent Commercial Real Estate Loan Accommodations and Workouts. The new policy statement updates, expands on and supersedes existing guidance from 2009. Most notably, it (i) adds a new discussion of short-term loan accommodations, (ii) expands guidance regarding the evaluation and assessment of guarantors to also encompass loan sponsors, (iii) incorporates information about changes to accounting principles since 2009, and (iv) updates and expands the illustrative examples of commercial real estate loan workouts. Furthermore, on December 18, 2023, the FDIC issued an advisory on Managing Commercial Real Estate Concentrations in a Challenging Economic Environment, which conveys certain key risk management practices for FDIC-supervised institutions to consider in managing commercial real estate loan concentrations in the current economic environment.

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Although the Bank has a material amount of commercial real estate loans, it remains significantly below these thresholds. The guidance provides that the strength of an institution’s lending and risk management practices with respect to such concentrations will be taken into account in supervisory guidance on evaluation of capital adequacy.

Qualified Thrift Lender Test. As a savings institution regulated by the OCC, the Bank must be a “qualified thrift lender” under either the Qualified Thrift Lender (“QTL”) test under the Home Owners’ Loan Act or the Internal Revenue Code’s Domestic Building and Loan Association (“DBLA”) test to avoid certain restrictions on its and the Company’s operations and activities. A savings institution may use either test to qualify and may switch from one test to the other; however, the institution must meet the time requirements of the respective test, that is, nine out of the preceding 12 months for the QTL test and at the close of the taxable year for the DBLA test.

Under the QTL test, the savings institution must hold qualified thrift investments equal to at least 65% of the institution’s portfolio assets. The savings institution’s actual thrift investment percentage is the ratio of its qualified thrift investments divided by its portfolio assets. Portfolio assets are total assets minus goodwill and other intangible assets, office property, and liquid assets not exceeding 20% of total assets. An institution ceases to meet the QTL test when its actual thrift investment percentage falls below 65% of portfolio assets for four months within any 12-month period. To be a qualified thrift lender under the DBLA test, a savings association must meet a “business operations test” and a “60% of assets test.” The business operations test requires the business of a DBLA to consist primarily of acquiring the savings of the public and investing in loans. An institution meets the public savings requirement when it meets one of two conditions: (i) the institution acquires its savings accounts in conformity with OCC rules and regulations and (ii) the general public holds more than 75% of its deposits, withdrawable shares, and other obligations. An institution meets the investing in loans requirement when more than 75% of its gross income consists of interest on loans and government obligations, and various other specified types of operating income that financial institutions ordinarily earn. The 60% of assets test requires that at least 60% of a DBLA’s assets must consist of assets that thrifts normally hold, except for consumer loans that are not educational loans.

These are significant consequences for failing the QTL Test, including activities limitations and branching restrictions. In addition, an institution that fails the QTL test would be prohibited from paying dividends, except under circumstances that are permissible for a national bank, that are necessary to meet the obligations of the institution’s holding company, and that are specifically approved by both the OCC and Federal Reserve Bank after a written request submitted by the thrift at least 30 days in advance of the proposed payment. Finally, failure of the QTL Test will subject the institution to enforcement action. If the Bank fails the qualified thrift lender test, within one year of such failure the Company must register as, and will become subject to, the activities restrictions applicable to bank holding companies, unless the Bank requalifies within the year. The activities authorized for a bank holding company are generally more limited than are the activities authorized for a savings and loan holding company. If the Bank fails the test a second time, the Company must immediately register as, and become subject to, the restrictions applicable to a bank holding company. The Bank is currently, and expects to remain, in compliance with the qualified thrift lender test.

Transactions with Affiliates and Other Related Parties. The Bank’s transactions with “affiliates” (generally, any company that controls or is under common control with the Bank, including TrustCo) is limited by Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve Board’s implementing Regulation W. Under these laws, the aggregate amount of “covered transactions” between the Bank and any one affiliate is limited to 10% of the Bank’s capital stock and surplus, and the aggregate amount of covered transactions by the Bank with all of its affiliates is limited to 20% of capital stock and surplus. Certain covered transactions (primarily credit-related transactions) are required to be secured by collateral in an amount and of a type described in Section 23A and Regulation W. Transactions by the Bank with its affiliates must be on terms and under circumstances that are at least as favorable to the Bank as those prevailing at the time for comparable transactions with non-affiliates. In addition, savings institutions are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies, and no savings institution may purchase the securities of any affiliate other than a subsidiary.

The definition of “covered transactions” as used in Section 23A includes credit exposure on derivatives transactions and securities lending and borrowing transactions, as well as the acceptance of affiliate-issued debt obligations as collateral for a loan or an extension of credit.

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The Bank also is restricted in its ability to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons. Extensions of credit to those insiders must be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons; may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate. In addition, extensions of credit in excess of certain limits must be approved by the Bank’s board of directors.

Certain non-credit transactions between an insured depository institution and its insiders, such as asset purchase and sales, are prohibited unless the transaction is on market terms and, if the transaction represents more than 10% of the capital stock and surplus of the institution, has been approved in advance by a majority of the disinterested members of the board of directors of the institution.

Safety and Soundness Regulations. The federal banking agencies (including the OCC) have adopted certain safety and soundness standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and internal audit systems; loan documentation; credit underwriting; interest rate risk exposure; asset growth; asset quality; earnings and compensation, fees, and benefits, as well as other operational and managerial standards as the agency deems appropriate. Interagency Guidelines Establishing Standards for Safety and Soundness set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency (the OCC in the case of the Bank) determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. The Bank is subject to periodic examinations by the OCC regarding these and related matters. During these examinations, the examiners may require the Bank to increase its allowance for loan losses, change the classification of loans, and/or recognize additional charge-offs based on their judgments, which can impact our capital and earnings.

Enforcement. The Federal Reserve Board and the OCC have extensive enforcement authority over savings institutions and their holding companies, including the Bank and TrustCo. This includes enforcement authority with respect to the actions of the Bank’s and TrustCo’s directors, officers and other “institution-affiliated parties,” including attorneys and auditors. This enforcement authority also includes, among other things, the ability to assess civil money penalties, issue cease-and-desist or removal orders and initiate injunctive actions. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Public disclosure of final enforcement actions by the OCC and the Federal Reserve is required.

Institutions in Troubled Condition. Certain events, including entering into a formal written agreement with a bank’s regulator or being informed by the regulator that the bank is in troubled condition, will require that a bank give prior notice to their primary regulator before adding or replacing any member of the board of directors, employing any person as a senior executive officer, or changing the responsibilities of any senior executive officer so that the person would assume a different senior executive position. Troubled condition banks are prohibited from making, or agreeing to make, certain “golden parachute payments” to institution-affiliated parties, subject to certain exceptions.

Consumer Laws and Regulations. In addition to the other laws and regulations discussed above, the Bank is subject to consumer laws and regulations designed to protect consumers in transactions with financial institutions. These laws and regulations include, among others, the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act and the Real Estate Settlement Procedures Act. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits from, making loans to, or engaging in other types of transactions with, such customers.

The federal Consumer Financial Protection Bureau (“CFPB”) has adopted rules related to mortgage loan origination and mortgage loan servicing. In particular, the CFPB has issued a rule implementing the ability-to-repay and qualified mortgage (“QM”) provisions of the Truth in Lending Act, as amended by the Dodd-Frank Act (the “QM Rule”). The ability-to-repay provision requires creditors to make reasonable, good faith determinations that borrowers are able to repay their mortgages before extending the credit based on a number of factors and consideration of financial information about the borrower from reasonably reliable third-party documents. Under the Dodd-Frank Act and the QM Rule, loans meeting the definition of “qualified mortgage” are entitled to a presumption that the lender satisfied the ability-to-repay requirements. The presumption is a conclusive presumption/safe harbor for prime loans meeting the QM requirements, and a rebuttable presumption for higher-priced/subprime loans meeting the QM requirements.

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In February 2025, President Trump took significant actions affecting the CFPB. He dismissed Director Rohit Chopra and appointed Treasury Secretary Scott Bessent as Acting Director. Subsequently, the Office of Management and Budget Director, Russell Vought, was named Acting Director, during which time the CFPB’s operations were halted, its headquarters closed, and its employees instructed to cease work. These moves have been met with legal challenges and public debate regarding the future of the agency.

Unclaimed Property Laws. Unclaimed property (escheatment) laws vary by state but generally require holders of customer property (including money) to turn over such property to the applicable state after holding the property for the statutorily prescribed period of time. These laws are not uniform and impose varying requirements on entities, like the Bank, which may hold funds that are required to be escheated to the applicable states.

Volcker Rule. The Dodd-Frank Act required the federal financial regulatory agencies to adopt rules that prohibit certain banks and their affiliates from engaging in proprietary trading and investing in certain covered funds. The statutory provision is commonly called the “Volcker Rule,” and is not applicable to depository institutions and their holding companies whose total assets do not exceed $10 billion. As of December 31, 2024, the Company’s total assets on a consolidated basis did not exceed $10 billion.

Office of Foreign Assets and Control Regulation. The U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. The Company is responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.

Bank Secrecy Act/Anti-Money Laundering and Customer Identification. Anti-money laundering (“AML”) and financial transparency laws and regulations, including the Bank Secrecy Act, impose strict standards for gathering and verifying customer information in order to ensure funds or other assets are not being placed in U.S. financial institutions to facilitate terrorist financing and laundering of funds. Applicable laws require financial institutions to have AML programs in place and require the federal banking agencies to consider a holding company’s effectiveness in combating money laundering when ruling on certain merger or acquisition applications. In addition, failure to comply with these requirements could lead to significant fines and penalties or the imposition of corrective orders. In July 2024, the federal banking agencies, including the FRB and OCC, proposed amendments to update the requirements for supervised institutions to establish, implement and maintain effective, risk-based and reasonably designed AML and countering the financing of terrorism (“CFT”) programs. The proposed amendments would require supervised institutions to identify, evaluate and document the regulated institution’s money laundering, terrorist financing and other illicit finance activity risks, as well as consider, as appropriate, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network’s (“FinCEN”) published national AML/CFT priorities.

Guidance for Third-Party Relationships. On June 9, 2023, the OCC, Federal Reserve, and FDIC issued final interagency guidance on risk management of third-party relationships, including third-party lending relationships. The interagency guidance is based, in part, on the OCC’s previously existing third-party risk management guidance from 2013 and seeks to, among other things, promote consistency in third-party risk management and provide sound risk management guidance for third-party relationships commensurate with a bank’s risk profile and complexity as well as the criticality of the activity. The final interagency guidance replaces each agency’s existing guidance on this topic (including the OCC's 2020 Frequently Asked Questions on Third-Party Relationships) and is directed to all banking organizations supervised by the OCC, Federal Reserve, and FDIC. Additionally, third party relationship risk management and banking as a service arrangements (including with respect to deposit products and services) have been topics of focus for federal bank regulators in 2024 and further rulemaking activity or guidance may be forthcoming.

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Consumer Privacy and Cybersecurity. Federal regulations generally require that the Company disclose its privacy policy and practices concerning its sharing of “non-public personal information,” to individual customers at the time of establishing the customer relationship and annually thereafter. In addition, the Company is required to provide its customers with the ability to “opt-out” of having their personal information shared with unaffiliated third parties in certain circumstances.

State privacy laws currently in effect and laws taking effect in the near future impact how companies can process other categories of personal information. These laws require substantial disclosures to consumers about personal information collection, use and sharing practices, while also allowing consumers the right to access, delete, correct, or move their data.

In addition, federal banking agencies, through the Federal Financial Institutions Examination Council, have adopted guidelines to encourage financial institutions to address cybersecurity risks and identify, assess and mitigate these risks, both internally and at critical third-party service providers. For example, federal banking regulators have highlighted that financial institutions should establish several lines of defense and design their risk management processes to address the risk posed by compromised customer credentials. Further, financial institutions are expected to maintain sufficient business continuity planning processes designed to facilitate a recovery, resumption and maintenance of the institution’s operations after a cyber-attack.

In November 2021, the federal banking agencies adopted new rules requiring banking organizations to notify their primary regulator within 36 hours of becoming aware of a “computer-security incident” that rises to the level of a “notification incident.” A notification incident is a “computer-security incident” that has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector. Bank service providers are also required to notify any affected bank to or on behalf of which the service provider provides services “as soon as possible” after determining that it has experienced an incident that materially disrupts or degrades, or is reasonably likely to materially disrupt or degrade, covered services provided to such bank for four or more hours. Compliance with the new rules was required by May 1, 2022.

Further, on July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents on Form 8-K and detailed information regarding their cybersecurity risk management and governance on an annual basis on Form 10-K. Companies are required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. The Form 8-K must describe the incident’s material impact or reasonably likely material impact on the company, including its financial condition and results of operations. If any required information about the incident or its impact is not yet determined or is unavailable at the required time of the filing, the company must include a statement to this effect in the Form 8- K and file an amendment to the Form 8-K when that information becomes available. A company must make its materiality determination after it has discovered a cybersecurity incident “without unreasonable delay.” In addition to incident reporting, the rules will require companies to describe their cybersecurity processes and governance.

Personal Data Financial Rights. On October 22, 2024, the CFPB issued a final rule to implement Section 1033 of the Dodd-Frank Act, which gives individuals the right to obtain data regarding consumer financial products and services they have obtained. The final rule requires certain entities, including TrustCo and Trustco Bank, to comply with an established framework to govern consumer access to electronic financial data. Compliance with the rule will be phased in over several years with TrustCo required to be in compliance by April 1, 2028. Following the issuance of this rule, two trade associations and a national bank headquartered in Kentucky filed a lawsuit challenging the rule in the United States District Court for the Eastern District of Kentucky. In this lawsuit, the plaintiffs alleged that the CFPB exceeded its statutory authority in adopting the rule. In February 2025, the court granted a joint motion to temporarily stay the litigation proceedings and tolled the compliance deadlines under Section 1033 of the Dodd-Frank Act by 30 days. TrustCo is monitoring developments in this case.

Identity Theft Protection. The Fair Credit Reporting Act’s Red Flags Rule requires financial institutions with covered accounts (e.g., consumer bank accounts and loans) to develop, implement and administer an identity theft prevention program. This program must include reasonable policies and procedures to detect suspicious patterns or practices that indicate the possibility of identity theft, such as inconsistencies in personal information or changes in account activity.

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Federal Home Loan Bank of New York. The Bank is a member of Federal Home Loan Bank (“FHLB”) of New York, which is one of 11 regional FHLBs that serve as reserve or central banks for their members. The FHLBs are funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB system and makes loans or advances to members. The FHLBs also provide access to a line of credit and letters of credit in accordance with policies and procedures established by the Board of Directors of FHLB. The loans, lines of credit and letters of credit are subject to the oversight of the Federal Housing Finance Agency. At December 31, 2024, the Bank had no FHLB advances and an available borrowing capacity with the FHLB which approximates the balance of securities and/or loans pledged against such borrowings. The Bank is also required to purchase and maintain stock in the FHLB of New York at or above levels specified in the FHLB of New York capital plan. As of December 31, 2024 and 2023, the Bank owned $6.5 million and $6.2 million, respectively, in FHLB of New York stock, which was in compliance with its obligations.

Mergers and Acquisitions. The Bank Holding Company Act of 1956, the Bank Merger Act, the Change in Bank Control Act and other federal and state statutes regulate acquisitions of interests in commercial banks. The BHC Act requires the prior approval of the FRB for the direct or indirect acquisition by a bank holding company of more than 5.0% of the voting shares of a commercial bank or its parent holding company and for a person, other than a bank holding company, to acquire 25% or more of any class of voting securities of a bank or bank holding company. Under the Bank Merger Act, the prior approval of the appropriate bank regulatory agencies is required for a member bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities will consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s performance record under the CRA and fair housing laws and the effectiveness of the subject organizations in combating money laundering activities.

Late in the preceding presidential administration, the standards by which bank and financial institution acquisitions would be evaluated were undergoing review and change by the OCC, FDIC and DOJ, but not by the Federal Reserve. These reviews and changes were incorporated into non-binding guidance. The DOJ withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum to its 2023 Merger Guidelines. The DOJ clarified that it will assess competition considerations in connection with bank and BHC mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and the 2024 Banking Addendum. The 2024 Banking Addendum provides guidance on how the DOJ will assess competition in the context of bank and bank holding company mergers. An analysis under the 2023 Merger Guidelines and 2024 Banking Addendum may include consideration of theories of harm and relevant markets not considered under the 1995 Bank Merger Guidelines, which focused primarily on concentrations of deposits and branches. In March 2025, the FDIC proposed rescinding its 2024 Statement of Policy on Bank Merger Transactions and indicated that it will conduct a broader review of its bank merger process. Whether and how the guidance might be further changed or interpreted by the new presidential administration is uncertain.

Cannabis Banking. The Marijuana Regulation and Taxation Act was signed into law in New York on March 31, 2021, legalizing the possession and sale of recreational marijuana in New York State for adults aged 21 or older and the state has issued adult-use cannabis cultivation, processing and retail dispensary licenses. We have implemented a program to provide financial products and services to legal cannabis-related businesses and partner with other financial institutions who provide such services.

Offering financial products and services to the cannabis industry presents a unique set of regulatory risks due to the conflict between state and federal laws, as marijuana remains illegal at the federal level. In January 2018, the U.S. DOJ rescinded the “Cole Memo” and related memoranda which characterized the enforcement of the Controlled Substances Act against persons and entities complying with state regulatory systems permitting the use, manufacture and sale of medical marijuana as an inefficient use of their prosecutorial resources and discretion. The impact of the DOJ’s rescission of the Cole Memo and related memoranda is unclear, but in the future may result in increased enforcement actions against the regulated cannabis industry generally. The former United States Attorney General previously indicated that the DOJ, under his leadership, would not pursue cases against parties who comply with the laws in states which have legalized and are effectively regulating marijuana. However, enforcement policies and practices may be more restrictive under the current presidential administration. In addition, federal prosecutors have significant discretion and there can be no assurance that the federal prosecutor for any district in which we operate will not choose to strictly enforce the federal laws governing cannabis. In the future, enforcement actions may be taken against cannabis-related businesses or financial services providers that are viewed as aiding and abetting such activities.

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Finally, FinCEN published guidelines in 2014 for financial institutions servicing state-legal cannabis businesses. These guidelines clarify how financial institutions can provide services to marijuana-related businesses “in a manner consistent with their obligations to know their customers and to report possible criminal activity.” The Bank has and will continue to follow this and other FinCEN guidance in the areas of cannabis banking.

Compensation Practices. Our compensation practices are subject to oversight by the FRB and the OCC. Applicable regulatory guidance on incentive compensation seek to ensure that the incentive compensation practices of banking organizations do not encourage excessive risk-taking and undermine the safety and soundness of those organizations. The guidance provides that supervisory findings with respect to incentive compensation will be incorporated, as appropriate, into the organization’s supervisory ratings. To be consistent with safety and soundness, incentive compensation arrangements at a banking organization should comply with the following principles:

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Provide employees incentives that appropriately balance risk and reward;

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Be compatible with effective controls and risk management; and

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Be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

The Board maintains a Compensation Committee made up of independent directors which exercises full oversight over the Company’s executive compensation program. The Compensation Committee annually reviews a comprehensive risk assessment which addresses all aspects of the program and the controls that exist to mitigate any associated risk. Detailed disclosure of our compensation practices is set forth in the annual Proxy Statement.

In addition, on October 2022, the SEC adopted a final rule implementing the incentive-based compensation recovery (“clawback”) provisions of the Dodd-Frank Act. The final rule directs national securities exchanges and associations, including Nasdaq, to require listed companies to develop and implement clawback policies to recover erroneously awarded incentive-based compensation from current or former executive officers in the event of a required accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, and to disclose their clawback policies and any actions taken under these policies. On June 9, 2023, the SEC approved the Nasdaq proposed clawback listing standards, including the amendments that delay the effective date of the rules to October 2, 2023. The Board approved the adoption of an Executive Compensation Clawback Policy in October 2023 pursuant to the Nasdaq listing standards and SEC rules. A copy of the Company’s clawback policy is included as an exhibit to this 2024 Form 10-K.

The U.S. financial regulators, including the FRB, the OCC, and the SEC, jointly proposed regulations in 2011 and again in 2016 to implement the incentive compensation requirements of Section 956 of the Dodd-Frank Act. These regulations have not been finalized.

Climate-Related Risk Management and Regulation. Climate change may be associated with rising sea levels as well as extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes, drought and snow or ice storms. Extreme weather conditions may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured. Many of our facilities are located near coastal areas or waterways where rising sea levels or flooding could disrupt our operations or adversely impact our facilities. Furthermore, periods of extended inclement weather or associated flooding may inhibit construction activity adversely affecting the use of some of our lending products. Any such events could have a material adverse effect on our costs or results of operations. These same issues also could impact the value of mortgage collateral and the security for residential and commercial loans.

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As a mortgage lender, Trustco Bank has identified credit, market, liquidity, and operational factors as climate-related risks. Adverse climate factors could impact the ability of loan customers to timely repay their loans. Adverse climate impacts also could adversely impact the stock and bond markets which could adversely affect TrustCo’s non-interest income earning potential. Severe physical impacts from climate change, such as rising sea levels, could reduce the value of residential and/or commercial portfolio. These two factors, given sufficiently severe impacts, could affect liquidity. Additionally, severe weather and other climate events could impact hiring and retention of employees, facilities management, retail services, and technology infrastructure, thus creating operational risk.

Furthermore, climate change and the risks it may pose to financial institutions is an area of increased focus by the federal and state legislative bodies and regulators, including the federal banking agencies. In the future, new regulations or guidance may be issued, or other regulatory or supervisory actions may be taken, in this area by the federal banking agencies or other regulatory agencies, or new statutory requirements may be adopted. For example, the federal banking agencies have issued principles for climate-related financial risk management, which are designed to support the identification and management of climate-related financial risks at regulated institutions with more than $100 billion in total consolidated assets. As the Bank has less than $10 billion in total assets as of December 31, 2024, these principles do not apply to the Company. In March 2024, the SEC adopted final rules for "The Enhancement and Standardization of Climate-Related Disclosures for Investors,” which would have required issuers to provide climate-related disclosures. In April 2024, the SEC stayed the effectiveness of the final rules pending the outcome of certain legal challenges. In addition, many states have adopted, or are considering, laws that address climate and social issues. If the states in which we do business adopt such laws, it may increase our compliance costs. Such laws may also include provisions that conflict with other state and federal regulations or limit our ability to conduct business in certain jurisdictions.

Other Governmental Initiatives. From time to time, various legislative and regulatory initiatives are introduced in Congress, as well as by regulatory authorities. These initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions, proposals to change the financial institution regulatory environment, or proposals that affect public companies generally. Such legislation could change banking laws and the operating environment of the Company in substantial, but unpredictable ways. The Company cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations would have on its financial condition or results of operations.

Human Capital Resources

Our Human Capital Strategic Plan guides us on our journey to foster a work environment that promotes the exchange of different ideas, philosophies, and perspectives.

Headcount

As of December 31, 2024, we had 791 employees (which collectively amount to 737 full-time equivalents), all based in the United States, with 551 employees (69.5%) at bank branches, 220 (28%) located in corporate offices and 20 (2.5%) in call centers.

Hiring & Promotion Practices

At TrustCo and Trustco Bank we are continuously educating our hiring managers about recruitment and selection processes, and we strive to build our workforce from within when possible. All employees are eligible to apply for open department and branch positions following their introductory period, and during 2024, 153 (roughly 19%) of our employees were promoted within the Bank. If the best candidate for an available position is not identified from within our existing talent pool, we will look externally for the best talent, and our recruitment strategy focuses on searching for candidates directly through our participation in job fairs and social media advertising, and through our professional networks and other associations that represent diverse groups. Additionally, we have an active recruitment incentive program which awards existing employees for referring new employees to the Bank, which in turn helps us diversify our workforce.

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Talent Development

We believe in investing for the future which includes the future of our workforce, and we actively encourage and support the growth of our employees throughout their educational and career development, ensuring employees are given opportunities to develop and refine their skills to be successful within the Bank’s competitive environment. We aim to accomplish this through a multitude of training and development programs, which include opportunities to engage in interdepartmental experiential learning, voluntary training seminars, ongoing training through our Cornerstone platform (a learning management system), tuition reimbursement program, BSA-AML certificate program with SUNY Schenectady County Community College and certification reimbursement for certain levels of employment. The Company conducts a comprehensive new employee orientation for all new hires. All employees are required to complete a minimum number of hours of Compliance, BSA/Anti-Money Laundering, Enterprise Risk, Information Security/Cyber Security and technical training annually via the Cornerstone Platform. Employees are also periodically assigned Professional Skills training via Cornerstone. Members of the Board of Directors receive regular training on an array of timely and relevant regulatory and governance topics. Currently, we have 40 (5.0%) employees who hold professional certificates and/or licenses. Additionally, our employees participated in over 25,000 hours of training, which included a recently expanded and enhanced Leadership Program.

Employee Feedback

Through our training and mentoring programs, we actively encourage employee feedback. Following each training session, employees complete evaluations designed to provide constructive feedback on their trainer’s knowledge, the overall training structure, and the employee’s confidence in their ability to be successful in their new role. We are also gathering data on an ongoing basis which focuses on the tenure of current staff. We’ve consistently maintained or improved our average tenure over the past four years, with an average tenure of approximately 5 years currently. Furthermore, the Human Resources Department conducts stay and exit interviews, which capture feedback from high turnover positions. These interviews are used to improve processes and procedures and inform future policy.

Non-discrimination

We recognize that everyone deserves the protection of longstanding federal civil-rights laws that protect individuals from discrimination based on race, color, religion, sex, or national origin and our training, recruiting and recognition practices support and advance these goals.

Employee Compensation and Benefits

Our human capital strategy objectives include identifying, recruiting, retaining, incentivizing and integrating our existing and future employees. We strive to attract and retain the most talented employees by offering compensation and benefit structures that support their health, financial and emotional well-being, which includes competitive base salaries, annual bonuses, generous paid time off balances and Holiday Pay, an Employee Stock Purchase Club Program, life insurance, a 401(k) plan, the Trustco Bank Scholarship Program, a Tuition Reimbursement Program, an Employee Assistance Program for mental and emotional support and various Company-organized wellness competitions.

Employee Recruitment and Retention

Payment of Equity Awards to More Employees: Since 2019, TrustCo has made equity awards deeper into the corporate organization to recognize and provide additional incentive compensation to individuals who consistently made an exceptional contribution to the bank by originating more mortgage loans and greater deposits. That practice has since been expanded to include Assistant Vice Presidents and other departmental team members who play key roles in the day-to-day activities that are essential to the bank’s overall success. These two actions have been highly successful. In a time when employee attrition is prevalent and presents significant challenges for companies throughout the country, Trustco Bank has retained 85% of the employees receiving officer equity awards.

Foreign Operations

Neither TrustCo nor the Bank engage in any operations in foreign countries or have outstanding loans to foreign debtors.

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Disclosure Pursuant to Subpart 1400 of Regulation S-K

The financial disclosures related to the Company as required under Subpart 1400 of Regulation S-K are incorporated herein by reference from TrustCo’s Annual Report to Shareholders for the year ended December 31, 2024 (the “Annual Report to Shareholders”), which is attached as Exhibit 13 hereto and incorporated herein by reference. See the cross-references below to locate such disclosures in the Annual Report to Shareholders.

Disclosure			Page Number in Annual Report to Shareholders

I.	Distribution of assets, liabilities, and shareholders’ equity; interest rates and interest differential
	A.	Average balance sheets	20
	B.	Interest income/expense and resulting yield or rate on average interest-earning assets and interest‑bearing liabilities	20
	C.	Rate/volume variances	22
II.	Investments in debt securities
	A.	Maturity schedule and weighted average yield	17
III.	Loan Portfolio
	A.	Maturity schedule	14

IV.	Allowance for Credit Losses
	A.	Credit ratios - Factors driving material changes in credit ratios or related components	24,25,26
	B.	Allocation of the allowance for credit losses	27
V.	Deposits
	A.	Average balances and rates	20
	B.	Uninsured and time deposits over $250,000	19

This information should not be construed to imply any conclusion on the part of the management of TrustCo that the results, causes, or trends indicated therein will continue in the future. The nature and effects of governmental monetary policy, supervision and regulation, future legislation, inflation and other economic conditions and many other factors which affect interest rates, investments, loans, deposits, and other aspects of TrustCo’s operations are extremely complex and could make historical operations, earnings, assets, and liabilities not indicative of what may occur in the future.

Availability of Reports

TrustCo’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports can be obtained free of charge from its website, www.trustcobank.com under the “Investor Relations” tab. These reports are available on the website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. These reports are also available on the SEC’s website at http://www.sec.gov. Various other documents related to corporate operations, including the Company’s Corporate Governance Guidelines, the charters of its principal Board committees, and the Company’s Code of Conduct are available on the website. The information found on the Company’s website is not incorporated by reference in this or any other report the Company files or furnishes to the SEC.

Item 1A.

Risk Factors

The following are general risk factors affecting the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business operations. Any of these risks could materially and adversely affect our business, financial condition or results of operations. In such cases, you may lose all or part of your investment.

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Risks Related to Our Lending Activities

Changes in interest rates may significantly impact our financial condition and results of operations

Like other financial institutions, we are subject to interest rate risk. Our primary source of income is net interest income, which is the difference between interest earned on loans and investments, and interest paid on deposits and borrowings. The level of net interest income is primarily a function of the average balance of our interest-earning assets, the average balance of our interest-bearing liabilities, and the spread between the yield on such assets and the cost of such liabilities. These factors are influenced by both the pricing and mix of our interest-earning assets and our interest-bearing liabilities which, in turn, are impacted by such external factors as the local economy, competition for loans and deposits, the monetary policy of the Federal Open Market Committee of the FRB (the “FOMC”), and market interest rates.

Over any specific period of time, our interest-earning assets may be more sensitive to changes in market interest rates than our interest-bearing liabilities, or vice-versa. In addition, the individual market interest rates underlying our loan and deposit products may not change to the same degree over a given time period. In any event, if market interest rates should move contrary to our position, earnings may be negatively affected. After the benchmark federal funds interest rate reached a peak range between 5.25 percent and 5.50 percent in 2023 into 2024, the FOMC reduced the federal funds rate by 50 basis points in September 2024 and by an additional 25 basis points in November 2024, to a range of 4.50 percent to 4.75 percent. While the FOMC has initiated a rate easing cycle, the range of potential rate paths over the coming year is wide and will ultimately be driven by the path of inflation, labor market performance and economic growth.

There can be no assurances as to any future FOMC conduct. If the FOMC increases the targeted federal funds rates, overall interest rates likely will rise, which will positively impact our interest income but may further negatively impact the entire national economy, including the housing industry in the markets we serve, by reducing refinancing activity and new home purchases. In addition, deflationary pressures, while possibly lowering our operational costs, could have a significant negative effect on our borrowers and the values of collateral securing loans, which could negatively affect our financial performance. A significant portion of our loans have fixed interest rates (or, if adjustable, are initially fixed for periods of five to 10 years) and longer terms than our deposits and borrowings. Our net interest income could be adversely affected if the rates we pay on deposits and borrowings increase more rapidly than the rates we earn on loans.

We also are subject to reinvestment risk associated with changes in interest rates. Changes in interest rates may affect the average life of loans and mortgage-related securities. Increases in interest rates may decrease loan demand and/or may make it more difficult for borrowers to repay adjustable rate loans. Decreases in interest rates often result in increased prepayments of loans and mortgage-related securities, as borrowers refinance their loans to reduce borrowing costs. Under these circumstances, we are subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments in loans or other investments that have interest rates that are comparable to the interest rates on existing loans and securities. Conversely, increases in interest rates often result in slowed prepayments of loans and mortgage-related securities, reducing cash flows and reinvestment opportunities.

Changes in interest rates also affect the value of the Bank’s interest-earning assets, and in particular the Bank’s securities portfolio. Generally, the value of fixed-rate securities fluctuates inversely with changes in interest rates. Unrealized gains and losses on securities available for sale are reported as a separate component of equity, net of tax. Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on shareholders’ equity.

External economic factors, such as changes in monetary policy and inflation and deflation, may have an adverse effect on our business, financial condition and results of operations.

Inflation rose sharply at the end of 2021 and remained elevated throughout 2022 at levels not seen for over 40 years. Inflationary pressures dissipated over the course of 2023 and 2024, with the annual inflation rate in the United States decreasing to 2.9% during December 2024 from its high of 9.1% in June 2022, as reported by the U.S. Bureau of Labor Statistics. Virtually all our assets and liabilities are monetary in nature. As a result, interest rates tend to have a more significant impact on our performance than general levels of inflation or deflation. Interest rates do not necessarily move in the same direction or by the same magnitude as the prices of goods and services. Nevertheless, small to medium-sized businesses may be impacted more during periods of high inflation as they are not able to leverage economics of scale to mitigate cost pressures compared to larger businesses. Consequently, the ability of our business customers to repay their loans has deteriorated and may continue to deteriorate, and in some cases this deterioration has occurred and may in the future occur quickly, which can adversely impact our results of operations and financial condition. Furthermore, a prolonged period of inflation has caused and may continue to cause wages and other costs to the Company to increase, which could adversely affect our results of operations and financial condition.

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We are exposed to credit risk in our lending activities.

There are inherent risks associated with our lending and trading activities. Loans to individuals and business entities, our single largest asset group, depend for repayment on the willingness and ability of borrowers to perform as contracted. A material adverse change in the ability of a significant portion of our borrowers to meet their obligation to us, due to changes in economic conditions, interest rates, natural disaster, acts of war, or other causes over which we have no control, could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans, and could have a material adverse impact on our earnings and financial condition.

Weakness in the residential real estate markets could adversely affect our performance.

As of December 31, 2024, consumer residential real estate loans represented approximately 94.1% of our total loan portfolio. A general decline in home values would adversely affect the value of collateral securing the residential real estate that we hold, as well as the volume of loan originations and the amount we realize on the sale of real estate loans. Additionally, if insurance obtained by our borrowers is insufficient to cover any losses sustained to the collateral, the decreases in the value of collateral securing our loans as a result of natural disasters or other related events could adversely impact our financial condition and results of operations. If insurance coverage is unavailable to our borrowers due to the reluctance of insurance companies to renew policies covering the collateral or due to other factors, the resulting increase in cost of home ownership could affect the ability of borrowers to repay loans. These factors could result in higher delinquencies and greater charge-offs in future periods, which could materially adversely affect our business, financial condition or results of operations.

Our commercial loan portfolio is increasing and the inherently higher risk of loss may lead to additional provisions for credit losses or charge-offs, which would negatively impact earnings and capital.

Commercial loans generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation of the business and the income stream of the borrowers. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Also, some of our commercial borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan. Commercial business loans expose us to additional risk since they typically are dependent on the borrower’s ability to make repayments from the cash flows of the business and are secured by non-real estate collateral that may depreciate over time. Further, our commercial business loans may be secured by collateral other than real estate, such as inventory and accounts receivable, the value of which may be more difficult to appraise, control or collect and may be more susceptible to fluctuation in value at the time of default. In addition, if we foreclose on these loans, our holding period for the collateral may be longer than for a single or multi-family residential property if there are fewer potential purchasers of the collateral.

Banking regulatory authorities may require banks with higher levels of investor real estate loans to implement enhanced risk management practices – including stricter underwriting, additional internal controls and risk management policies, more detailed reporting, and portfolio stress testing – as well as potential higher allowances for credit losses and capital levels as a result of investor real estate lending growth and exposure. Our failure to adequately implement enhanced risk management policies, procedures and controls could adversely affect our ability to manage the investor real estate segment of our loan portfolio and could result in an increased rate of delinquencies in, and increased losses from, our loan portfolio, which could have a material adverse effect on our business, financial condition and results of operations.

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Furthermore, a downturn in the real estate market in our primary market areas could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability and asset quality. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings and shareholders’ equity could be adversely affected. Unexpected decreases in investor real estate prices coupled with slow economic growth and elevated levels of unemployment could drive losses beyond those which are provided for in our allowance for loan losses. We also may incur losses on investor real estate loans due to declines in occupancy rates and rental rates, which may decrease property values and may decrease the likelihood that a borrower may find permanent financing alternatives. Any of these events could increase our costs, require management's time and attention, and materially and adversely affect our business, financial condition and results of operations.

Additionally, if insurance obtained by our borrowers is insufficient to cover any losses sustained to the collateral, the decreases in the value of collateral securing our loans as a result of natural disasters or other related events could adversely impact our financial condition and results of operations. If insurance coverage is unavailable to our borrowers due to the reluctance of insurance companies to renew policies covering the collateral or due to other factors, the resulting increase in cost of investor real estate ownership could affect the ability of borrowers to repay loans.

The combination of these factors could result in deterioration in the fundamentals underlying the commercial real estate market and the deterioration in value of some of our loans, as well as the ability of our borrowers to repay the amounts due under their loans. As a result, our business, results of operations or financial condition may also be adversely affected. Specifically, the office property segment, which represents 9.6% percent of our total loan portfolio, is undergoing a structural shift given the rise of a remote work environment resulting in heightened vacancies and potentially reduced leasing needs. It is anticipated that this heightened risk environment for the office segment may take several years to resolve.

If our allowance for credit losses on loans (“ACLL”) is not sufficient to cover expected loan losses, our earnings could decrease.

Our borrowers may not repay their loans according to the terms of the loans, and, as a result of potential declines in home prices, the collateral securing the payment of these loans may be insufficient to pay any remaining loan balance. We may experience significant loan losses, which could have a material adverse effect on our operating results. TrustCo adopted ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”) effective January 1, 2022. This standard requires financial institutions to determine periodic estimates of lifetime expected credit losses on financial instruments and other commitments to extend credit. When determining the amount of the ACLL, we make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans, as well as about the current and expected future economic environment. In deciding on the adequacy of the allowance for credit losses, management reviews past due information, historical charge-off and recovery data, nonperforming loan activity and reasonable and supportable forecasts. Also, there are a number of other factors that are taken into consideration, including: the magnitude, nature and trends of recent loan charge-offs and recoveries, the growth in the loan portfolio and the implication that it has in relation to the economic climate in the Bank’s market territories, and the economic environment in the Upstate New York territory (the Company’s largest geographical area) primarily over the last several years, as well as in the Company’s other market areas. A significant portion of the ACLL is determined using qualitative factors. The determination of qualitative factors involves subjective judgement and subjective measurement. We cannot predict loan losses with certainty that charge-offs in future periods will not exceed our estimate of expected losses as determined through our ACLL. If our assumptions and analysis prove to be incorrect, including with respect to the economic environment, our ACLL may not be sufficient to cover expected losses in our loan portfolio, resulting in additions to our ACLL which is maintained through provisions for credit losses. In addition, regulatory agencies, as an integral part of their examination process, may require additions to the allowance based on their judgment about information available to them at the time of their examination. Material additions to our ACLL would materially decrease our net income.

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We may not be able to meet the cash flow requirements of our depositors or borrowers or meet our operating cash needs to fund corporate expansion and other activities.

Liquidity is the ability to meet cash flow needs on a timely basis at a reasonable cost. The liquidity of Trustco Bank is used to make loans and to repay deposit liabilities as they become due or are demanded by customers. Liquidity policies and limits have been established by our Board, and our management monitors the overall liquidity position of Trustco Bank to ensure that various alternative strategies exist to cover unanticipated events that could affect liquidity. Trustco Bank is also a member of the Federal Home Loan Bank which provides funding to members through advances and other extensions of credit that are typically collateralized with securities or mortgage-related assets. Our securities portfolio can be used as a secondary source of liquidity, and additional liquidity could be obtained from securities sold under repurchase agreements, non-core deposits, and debt or equity securities issuances in public or private transactions. If we were unable to access any of these funding sources when needed, we might not be able to meet the needs of our customers, which could adversely affect our financial condition, our results of operations, cash flows and our level of regulatory capital.

We are subject to claims and litigation pertaining to fiduciary responsibility and lender liability.

Some of the services we provide, such as trust and investment services, require us to act as fiduciaries for our customers and others. In addition, loan workout and other activities may expose us or Trustco Bank to legal actions, including lender liability or environmental claims. From time to time, third parties make claims and take legal action against us pertaining to the performance of our fiduciary responsibilities or loan-related activities. If these claims and legal actions are not resolved in a manner favorable to us, we may be exposed to significant financial liability and/or our reputation could be damaged. Either of these results may adversely impact demand for our products and services or otherwise have a harmful effect on our business and, in turn, on our financial condition, results of operations and prospects.

We have implemented a program to provide financial products and services to customers that do business in the cannabis industry and the strict enforcement of federal laws and regulations regarding cannabis could result in our inability to continue to provide financial products and services to these customers. We could have legal action taken against us by the federal government and exposure to additional liabilities and regulatory compliance costs.

Offering financial products and services to the cannabis industry presents a unique set of regulatory risks due to the conflict between state and federal laws. While the possession and sale of recreational marijuana is legal for adults aged 21 and older in New York State, cannabis remains classified as a Schedule I controlled substance under the federal Controlled Substances Act. Enforcement policies and practices may be highly variable between political administrations. In addition, federal prosecutors have significant discretion and there can be no assurance that the federal prosecutor for any district in which we or our customers operate will not choose to strictly enforce the federal laws governing cannabis.

Any enforcement action against a cannabis-related business customer of ours could affect our results of operation and financial condition. Additionally, as the possession and use of cannabis remains illegal under the Controlled Substances Act, we may be deemed to be aiding and abetting illegal activities through the services that we provide to such customers and could have legal action taken against us by the federal government, including imprisonment and fines. FinCEN published guidelines in 2014 for financial institutions servicing state-legal cannabis businesses. These guidelines clarify how financial institutions can provide services to marijuana-related businesses in a “manner consistent with their obligations to know their customers and to report possible criminal activity.” The Bank has and will continue to follow this and other FinCEN guidance in the areas of cannabis banking. However, there can be no assurance that compliance with FinCEN’s guidelines will protect us from federal prosecution or other regulatory sanctions. Any change in position or potential action taken against us could result in significant financial damage to us and our stockholders.

Additionally, while we believe our Bank Secrecy Act/Anti-Money Laundering (“BSA/AML”) policies and practices for our cannabis banking program are sufficient, the recreational cannabis business is considered high-risk, and our BSA/AML program will be subject to increased regulatory scrutiny. Any real or perceived shortcomings in our BSA/AML program may result in regulatory action against us and may prevent us from undertaking mergers and acquisitions or other expansion activities.

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Risks Related to Our Operations

We are dependent upon the services of our management team.

We are dependent upon the ability and experience of a number of our key management personnel who have substantial experience with our operations, the financial services industry and the markets in which we offer our services. It is possible that the loss of the services of one or more of our senior executives or key managers would have an adverse effect on our operations. Our success also depends on our ability to continue to attract, manage and retain other qualified middle management personnel as we grow. We cannot assure you that we will continue to attract or retain such personnel.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by TrustCo in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

If the business continuity and disaster recovery plans that we have in place are not adequate to continue our operations in the event of a disaster, the business disruption can adversely impact our operations.

External events, including terrorist or military actions, or an outbreak of disease, and resulting political and social turmoil could cause unforeseen damage to our physical facilities or could cause delays or disruptions to operational functions, including information processing and financial market settlement functions. Additionally, our customers, vendors and counterparties could suffer from such events. Should these events affect us, or our customers, or vendors or counterparties with which we conduct business, our results of operations could be adversely affected.

The Company’s risk management framework may not be effective in mitigating risk and loss.

The Company maintains an enterprise risk management program that is designed to identify, quantify, monitor, report, and control the risks that it faces. These risks include interest rate, credit, liquidity, operations, reputation, compliance, and litigation. While the Company assesses and improves this program on an ongoing basis, there can be no assurance that its approach and framework for risk management and related controls will effectively mitigate all risk and limit losses in its business. If conditions or circumstances arise that expose flaws or gaps in the Company’s risk management program, or if its controls break down, the performance and value of its business could be adversely affected.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may develop and grow new lines of business or offer new products and services within our existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition. All service offerings, including current offerings and those which may be provided in the future, may become more risky due to changes in economic, competitive and market conditions beyond our control.

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We are exposed to climate risk.

Climate change may be associated with rising sea levels as well as extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes, drought and snow or ice storms. Extreme weather conditions may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured. Many of our facilities are located near coastal areas or waterways where rising sea levels or flooding could disrupt our operations or adversely impact our facilities. Furthermore, periods of extended inclement weather or associated flooding may inhibit construction activity adversely affecting the use of some of our lending products. Any such events could have a material adverse effect on our costs or results of operations. These same issues also could impact the value of mortgage collateral and the security for residential and commercial loans.

Additionally, severe weather and other climate events could impact hiring and retention of employees, facilities management, retail services, and technology infrastructure, thus creating operational risk.

Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.

Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior on their own as a result of these concerns. We and our customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. We and our customers may face cost increases, asset value reductions, operating process changes, and the like. The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for our products and services, particularly in certain sectors. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions, including increasing our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

Environmental, social and governance (“ESG”) and diversity, equity and inclusion (“DEI”) risks could adversely affect our reputation and shareholder, employee, client and third party relationships and may negatively affect our stock price.

Our business faces increasing public investor, activist, legislative and regulatory scrutiny related to ESG, anti-ESG, DEI and anti-DEI activities and developments. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as diversity, equity, inclusion, environmental stewardship, human capital management, support for our local communities, corporate governance and transparency, or fail to consider ESG factors in our business operations.

Furthermore, as a result of our diverse base of clients and business partners, we may face potential negative publicity based on the identity of our clients or business partners and the public’s (or certain segments of the public’s) view of those entities. Such publicity may arise from traditional media sources or from social media and may increase rapidly in size and scope. If our client or business partner relationships were to become intertwined in such negative publicity, our ability to attract and retain clients, business partners, and employees may be negatively impacted, and our stock price may also be negatively impacted. Additionally, we may face pressure to not do business in certain industries that are viewed as harmful to the environment or are otherwise negatively perceived, which could impact our growth.

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Additionally, investors and shareholder advocates are placing ever increasing emphasis on how corporations address ESG issues in their business strategy when making investment decisions and when developing their investment theses and proxy recommendations. We may incur meaningful costs with respect to our ESG efforts and if such efforts are negatively perceived, our reputation and stock price may suffer.

In response to ESG developments (including, in particular DEI initiatives), there are increasing instances of anti-ESG legislation and anti-DEI executive orders, adverse media coverage, regulation, and litigation that could have unintended impacts on ordinary banking operations and increase litigation or reputational risk related to actions we choose to take and impact the results of our operations. If legislatures in the states in which we operate adopt legislation intended to protect certain industries by limiting or prohibiting consideration of business and industry factors in lending activities, certain portions of our lending operations may be impacted.

Risks Related to Market Conditions

A prolonged economic downturn, especially one affecting our geographic market area, will adversely affect our operations and financial results.

Our primary lending emphasis is the origination of one-to-four family first mortgage loans on residential properties; therefore, we are particularly exposed to downturns in the U.S. housing market. The primary risks inherent in our one- to four-family loan portfolio are declines in economic conditions, elevated levels of unemployment or underemployment, and declines in residential real estate values. Any one or a combination of these events may have an adverse impact on borrowers’ ability to repay their loans, which could result in increased delinquencies, non-performing assets, loan losses, and future loan loss provisions.

Additionally, we have a concentration of loans secured in New York and Florida. Approximately 62.3% of our loan portfolio is comprised of loans secured by property located in our markets in and around New York, and approximately 34.8% is comprised of loans secured by property located in Florida. This makes us vulnerable to a downturn in the local economy and real estate markets. Adverse conditions in the local economy such as inflation, unemployment, recession, natural disasters, or other factors beyond our control could impact the ability of our borrowers to repay their loans. Decreases in local real estate values could adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure. Currently, there is not a single employer or industry in the area on which the majority of our customers are dependent.

Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition. The macroeconomic environment in the United States is susceptible to global events and volatility in financial markets. Unfavorable or uncertain economic and market conditions could lead to credit quality concerns related to borrower repayment ability and collateral protection as well as reduced demand for the products and services we offer. In addition, economic conditions in foreign countries, including global political hostilities (including China-Taiwan and U.S.-China relations), global military conflicts (including the conflicts in the Ukraine and the Middle East), and U.S. and foreign tariff policies, could affect the stability of global financial markets, which could hinder domestic economic growth. If the national, regional and local economies experience worsening economic conditions, including high levels of unemployment, our growth and profitability could be constrained. Weak economic conditions are characterized by, among other indicators, deflation, elevated levels of unemployment, fluctuations in debt and equity capital markets, increased delinquencies on commercial, mortgage and consumer loans, residential and commercial real estate, price declines and lower home sales and commercial activity. Furthermore, trade negotiations between the U.S. and other nations remain uncertain and could adversely impact economic and market conditions for the Company, our customers, and counterparties.

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In addition, the inflationary outlook in the United States remains uncertain. While inflation has eased from its recent peak of 9.1% in June 2022, further inflationary pressures could result in the Federal Reserve Board discontinuing its lowering of interest rates or increasing interest rates for a prolonged period of time, which may expose the Company to interest rate risk. In addition, higher interest rates could slow economic growth and lead to a recessionary environment, which could negatively impact the Company’s growth, credit quality, net interest margin and its financial results. The risks to our business from inflation depends on the durability of the current inflationary pressures in our markets. Transitory increases in inflation are unlikely to have a material impact on our business or earnings. However, more persistent inflation could lead to tighter-than-expected monetary policy which could, in turn, increase the borrowings costs of our customers, making it more difficult for them to repay their loans or other obligations. Actions taken by the Federal Reserve Board, including changes in its target funds rate, balance sheet management and lending facilities are beyond our control and difficult to predict. These actions can affect interest rates and the value of financial instruments and other assets and liabilities and can impact our borrowers. Sudden changes in monetary policy, for example, in response to high inflation, have led and may in the future lead to financial market volatility, increases in market interest rates and a continued flattening or inversion of the yield curve. This has resulted in and may continue to result in volatility of equity and other markets, further volatility of the U.S. dollar, a widening in credit spreads and higher interest rates and recessionary concerns, and could result in elevated unemployment, which could impact investor risk appetite and our borrowers, potentially increasing delinquency rates. Financial market volatility could also result from uncertainty about the timing and extent of rate cuts by the Federal Reserve Board in response to moderating inflation and/or weakening economic conditions. Higher inflation, or volatility and uncertainty related to inflation, could also reduce demand for our products, adversely affect the creditworthiness of our borrowers or result in lower values for our investment securities and other interest-earning assets.

Any downgrade in the credit rating of the U.S. government or default by the U.S. government as a result of political conflicts over legislation to raise the U.S. government’s debt limit may have a material adverse effect on us.

Recent federal budget deficit concerns and political conflict over legislation to raise the U.S. government’s debt limit have increased the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States. On January 21, 2025, the U.S. Treasury began taking extraordinary measures to prevent a default on U.S. government debt, which measures are expected to continue until such time as the U.S. Congress increases the debt ceiling. However, it is unclear how long such extraordinary measures will forestall a default in the event of extended Congressional negotiations or inaction. Many of our investment securities are issued by the U.S. government, including certain government agencies and sponsored entities. As a result of uncertain domestic political conditions, including the possibility of the federal government defaulting on its obligations for a period of time due to debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government may pose liquidity risks. In 2011, Standard & Poor’s lowered its long-term sovereign credit rating on the U.S. from AAA to AA+. On August 1, 2023, Fitch Ratings also downgraded its U.S. long-term sovereign credit rating from AAA to AA+. A downgrade, or a similar action by other rating agencies, in response to current political dynamics, as well as sovereign debt issues facing the governments of other countries, could generally have a material adverse impact on financial markets and economic conditions in the U.S. and worldwide and, therefore, materially adversely affect our business, financial condition and results of operations.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, banks, investment banks, mutual funds, and other institutional entities. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. Any such losses could be material and could materially and adversely affect our business, financial condition and results of operations. On November 16, 2023, the FDIC approved a final rule to implement a special assessment on certain banking organizations with financial institution subsidiaries with more than $5 billion in assets, in order to recover the costs associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank in March 2023. In the event that there are similar negative developments in the banking industry in the future, there may be increased regulatory scrutiny and new regulations directed towards regional banks similar in size to us, which may increase our costs of doing business and reduce our profitability.

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Any government shutdown could adversely affect the U.S. and global economy and our liquidity, financial condition and earnings.

Disagreement over the federal budget has previously caused the U.S. federal government to shut down for periods of time. On December 21, 2024, President Biden signed a bipartisan continuing resolution to extend federal spending and avert a government shutdown through March 14, 2025. Accordingly, without a final agreement regarding the federal budget in place prior to the expiration of the continuing resolution, or another continuing resolution, it is still possible that a partial shutdown of the U.S. government may occur. An extended period of shutdown of portions of the U.S. federal government could negatively impact the financial performance of certain customers and could negatively impact customers’ future access to certain loan and guaranty programs. Continued adverse political and economic conditions could have a material adverse effect on our business, financial condition and results of operations. During any protracted federal government shutdown, we may not be able to close certain loans and we may not be able to recognize non-interest income on the sale of loans. Some of the loans we originate are sold directly to government agencies, and some of these sales may be unable to be consummated during a shutdown. In addition, we believe that some borrowers may decide not to proceed with their home purchase and not close on their loans, which would result in a permanent loss of the related non-interest income. A federal government shutdown could also result in reduced income for government employees or employees of companies that engage in business with the federal government, which could result in greater loan delinquencies, increased in our non-performing, criticized, and classified assets, and a decline in demand for our products and services.

The trust wealth management fees we receive may decrease as a result of poor investment performance, in either relative or absolute terms, which could decrease our revenues and net earnings.

Our Trustco Financial Services department derives its revenues primarily from investment management fees based on assets under management. Our ability to maintain or increase assets under management is subject to a number of factors, including investors’ perception of our past performance, in either relative or absolute terms, market and economic conditions, and competition from investment management companies. Financial markets are affected by many factors, all of which are beyond our control, including general economic conditions, securities market conditions, the level and volatility of interest rates and equity prices, competitive conditions, monetary and fiscal policy and investor sentiment. A decline in the value of the assets under management would decrease our income. Further certain of our investment advisory and wealth management clients can terminate, with little or no notice, their relationships with us, reduce their aggregate assets under management, or shift their funds to other types of accounts with different rate structures.

Risks Related to Compliance and Regulation

The regulatory capital rules could slow our growth, cause us to seek to raise additional capital, or both.

As discussed under “Regulation and Supervision - Regulatory Capital Requirements and Prompt Corrective Action,” the Company and the Bank are subject to regulatory capital requirements. The capital rules impose stringent capital requirements on the Company and the Bank and generally require banking organizations to hold high-quality capital to act as a financial cushion to absorb losses and help banking organizations better withstand periods of financial stress.

The application of these stringent capital requirements for us could, among other things, result in lower returns on equity, require us to limit the growth we may otherwise seek, require the raising of additional capital, and result in regulatory actions such as prohibitions on the payment of dividends, the payment of bonuses to employees or the repurchase of shares if we were unable to comply with such requirements. If Trustco Bank fails to comply with its capital requirements, the OCC will have the authority to take “prompt corrective action,” depending on the Bank’s capital level. Currently, the Bank is considered “well-capitalized” for prompt corrective action purposes. If it were to be designated by the OCC in one of the lower capital levels - “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized” - the Bank would be required to raise additional capital and also would be subject to progressively more severe restrictions on operations, management, and capital distributions; replacement of senior executive officers and directors; and, if it became “critically undercapitalized,” to the appointment of a conservator or receiver.

We currently anticipate that we will continue to be well-capitalized in accordance with the regulatory standards.

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Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and our income.

We are subject to extensive regulation, supervision, and examination by the OCC, Federal Reserve Board, and FDIC. These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on a bank’s operations, reclassify assets, determine the adequacy of a bank’s loss allowances, and determine the level of deposit insurance premiums assessed. The Dodd-Frank Act significantly affected the lending, deposit, investment, trading, and operating activities of financial institutions and their holding companies and will continue to do so. Changes in banking regulations and oversight, and the regulation of other agencies, such as the CFPB and the U.S. Department of Housing and Urban Development, whether in the form of regulatory policy, new regulations or legislation, or additional deposit insurance premiums, have impacted our operations and may continue to have a material impact on our operations in the future. New or revised rules may increase our regulatory compliance burden and costs and restrict the financial products and services we offer to our customers.

Further, there may be additional laws and regulations, or changes in policy, affecting lending and funding practices, regulatory capital limits, interest rate risk management, and liquidity standards, and future responses may result in significant changes. The federal bank regulatory agencies may require us to maintain capital ratios in excess of regulatory requirements, and new laws and regulations may increase our costs of regulatory compliance and of doing business, and otherwise affect our operations. New laws and regulations may significantly affect the markets in which we do business, the markets for and value of our loans and investments, the products we offer, the fees we can charge and our ongoing operations, costs, and profitability.

We are subject to numerous laws designed to protect consumers, including the CRA and fair lending laws, and a failure to comply with these laws could lead to a wide variety of sanctions.

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act, and other fair lending laws and regulations (collectively, fair lending laws) impose community investment and nondiscriminatory lending requirements on financial institutions. The CFPB, the Department of Justice and other federal and state agencies are responsible for enforcing these federal laws and regulations and comparable state provisions. Various federal banking agencies have recently completed significant changes to their respective CRA regulations. Federal, state or local consumer lending laws may restrict our ability to originate certain mortgage loans or increase our risk of liability with respect to such loans. A successful regulatory challenge to an institution's performance under the fair lending laws could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions, restrictions on expansion and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution's performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition and results of operations.

Changes in cybersecurity or privacy regulations may increase our compliance costs, limit our ability to gain insight from data and lead to increased scrutiny.

We collect, process, store, share, disclose and use information from and about our customers, plan participants and website and application users, including personal information and other data. Any actual or perceived failure by us to comply with our privacy policies, privacy-related obligations to customers or third parties, data disclosure and consent obligations or data security legal obligations may result in governmental enforcement actions, litigation or public statements critical of us. Such actual or perceived failures could also cause our customers to lose trust in us, which could have an adverse effect on our business.

Restrictions on data collection and use may limit opportunities to gain business insights useful to running our business and offering innovative products and services.

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We are subject to numerous federal, state, and international regulations regarding the privacy and security of personal information. These laws vary widely by jurisdiction and are constantly evolving. Privacy regulations with a significant impact on our operations include the NYDFS 23 NYCRR Part 500 Cybersecurity Requirements for Financial Services Companies, Gramm-Leach-Bliley Title V Subtitle A- Safeguards Rule, and FDIC Part 364 Appendix B- Interagency Guidelines Establishing Information Security Standards. Similar legislation is being enacted around the world with requirements and protections specific to data security requirements, notification requirements for data breaches, the right to access personal data and the right to be forgotten. These and other changes in cybersecurity and privacy regulations or the enactment of new regulations may increase our compliance costs and failure to comply with these regulations may lead to reputational damage, fines or civil damages and increased regulatory scrutiny.

Non-compliance with the Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The Bank Secrecy Act and other applicable requirements require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions. Recently, several banking institutions have received large fines for non-compliance with these laws and regulations. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.

Changes in tax laws may adversely affect us, and the Internal Revenue Service or a court may disagree with our tax positions, which may result in adverse effects on our business, financial condition, and results of operations or cash flows.

The Company operates in an environment that imposes income taxes on its operations at both the federal and state levels to varying degrees. Strategies and operating routines have been implemented to minimize the impact of these taxes. Consequently, any change in tax legislation could significantly alter the effectiveness of these strategies. The Tax Cuts and Jobs Act (which we refer to as the “Tax Act”), enacted in December 2017, significantly affected United States tax law, including by changing how the United States imposes tax on certain types of income of corporations and by reducing the United States federal corporate income tax rate to 21%. It also imposed new limitations on a number of tax benefits, including certain executive compensation deductions, deductions for certain transportation fringe benefits provided to employees and entertainment expenses, among others. There can be no assurance that future tax law changes will not increase the rate of the corporate income tax significantly; impose new limitations on deductions, credits or other tax benefits; or make other changes that may adversely affect the performance of an investment in our stock. In addition, we have taken and may in the future take positions with respect to a number of unsettled issues for which Internal Revenue Services (“IRS”) guidance is unavailable. There is no assurance that the IRS or a court will agree with the positions taken by us, in which case tax penalties and interest may be imposed that could adversely affect our business, financial condition, results of operations and cash flows.

Furthermore, on August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which imposed a one percent excise tax on the value of corporate share repurchases (net of issuance). On December 27, 2022, the Internal Revenue Services issued Notice 2023-2 which provides interim guidance on the implementation of the excise tax on stock repurchases. The excise tax is a non-deductible tax of one percent of the fair market value of the Corporation’s stock repurchases, net of the fair market value of stock issued by the corporation, including restricted stock issuances and stock option exercises, and further excluding certain statutory exceptions, such as ESOP repurchases and contributions, repurchases made as part of a tax-free reorganization where no gain or loss is recognize and certain other qualified activities, occurring after December 31, 2022 in excess of $1.0 million. Although we did not have any excise tax on stock repurchases in fiscal 2024, the tax may impact our future financial results.

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The changes in the federal tax laws may have an adverse effect on the market for, and the valuation of, residential properties, and on the demand for such loans in the future, and could make it harder for borrowers to make their loan payments. In addition, these changes may also have a disproportionate effect on taxpayers in states with high residential home prices and high state and local taxes, like New York. If home ownership becomes less attractive, demand for mortgage loans could decrease. The value of the properties securing loans in our loan portfolio may be adversely impacted as a result of the changing economics of home ownership, which could require an increase in our provision for loan losses, which would reduce our profitability and could materially adversely affect our business, financial condition and results of operations.

Our ability to pay dividends is subject to regulatory limitations and other limitations that may affect our ability to pay dividends to our stockholders or to repurchase our common stock.

TrustCo is a separate legal entity from its subsidiary Trustco Bank, and does not have significant operations of its own. The availability of dividends from Trustco Bank is limited by various statutes and regulations. It is possible, depending upon the financial condition of the Bank and other factors that the OCC or the Federal Reserve Board could assert that payment of dividends or other payments may result in an unsafe or unsound practice. In addition, TrustCo is subject to consolidated capital requirements and is required to serve as a source of strength to Trustco Bank. If the Bank is unable to pay dividends to TrustCo, or if TrustCo is required to retain capital or contribute capital to the Bank, we may not be able to pay dividends on our common stock or to repurchase shares of common stock.

We may be subject to a higher effective tax rate if Trustco Realty Corp. (“Trustco Realty”) fails to qualify as a real estate investment trust (“REIT”).

Trustco Realty, a subsidiary of Trustco Bank, operates as a REIT for tax purposes. Trustco Realty was established to acquire, hold and manage mortgage assets and other authorized investments to generate net income for distribution to its shareholders. Qualification as a REIT involves application of specific provisions of the Internal Revenue Code relating to various asset tests and gross income tests. If Trustco Realty fails to meet any of the required provisions for REITs, it could no longer qualify as a REIT and the resulting tax consequences would increase our effective tax rate or cause us to have a tax liability for prior years.

Changes in accounting standards could impact reported earnings.

The accounting standard setting bodies, including the Financial Accounting Standards Board, the SEC and other regulatory bodies, periodically change financial accounting and reporting standards that govern the preparation of our consolidated statements. These changes can be hard to predict and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, we could be required to apply a new or revised accounting standard retroactively, which could affect beginning of period financial statement amounts.

Risks Related to Competition

Strong competition within the Bank’s market areas could hurt profits and slow growth.

The Bank faces intense competition both in making loans and attracting deposits. This competition comes principally from other banks, savings and loan associations, credit unions, mortgage companies, other lenders, and institutions offering uninsured investment alternatives. Many of our competitors have competitive advantages, including greater financial resources and higher lending limits, a wider geographic presence, more accessible branch office locations, more aggressive marketing campaigns and better brand recognition, and the ability to offer a wider array of services or more favorable pricing alternatives, as well as lower origination and operating costs.

Competition has made it more difficult for the Bank to make new loans and at times has forced the Bank to offer higher deposit rates. Price competition for loans and deposits might result in the Bank earning less on loans and paying more on deposits, which would reduce net interest income. Competition also makes it more difficult to grow loans and deposits and to hire and retain experienced employees. Management expects competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. The Bank’s profitability depends upon its continued ability to compete successfully in its market areas.

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Consumers and businesses are increasingly using non-banks to complete their financial transactions, which could adversely affect our business and results of operations.

Technology and other changes are allowing consumers and businesses to complete financial transactions that historically have involved banks through alternative methods. For example, the wide acceptance of Internet-based commerce has resulted in a number of alternative payment processing systems and lending platforms in which banks play only minor roles. Customers can now maintain funds in prepaid debit cards or digital currencies, and pay bills and transfer funds directly without the direct assistance of banks. The diminishing role of banks as financial intermediaries has resulted and could continue to result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the potential loss of lower cost deposits as a source of funds could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Cybersecurity, Third Parties, and Technology

Our business could be adversely affected by third-party service providers, data breaches, and cyber-attacks.

We rely heavily on third-party service providers for much of our communications, information, operating and financial controls systems, and technology. We face the risk of operational disruption, failure, or capacity constraints due to our dependency on third-party service providers for components of our business infrastructure. While we have selected these third-party service providers through our third party risk management program, we do not control their operations. As such, any failure on the part of these business partners to perform their various responsibilities could also adversely affect our business and operations. Any failure or interruption or breach in security of these systems could result in failures or interruptions in our customer relationships management, general ledger, deposit, servicing, and/or loan origination systems. Third (and fourth) party security incidents and supply-chain attacks have become increasingly common. We cannot assure you that such incidents, failures or interruptions will not occur again in the future or, if they do occur, that they will be adequately addressed by us or the third parties on which we rely. The occurrence of any failure or interruption could have a material adverse effect on our business, financial condition, results of operations, and cash flows. If any of our third-party service providers experience financial, operational, or technological difficulties, or if there is any other disruption in our relationships with them, we may be required to locate alternative sources of such services, We cannot assure you that we could negotiate terms that are as favorable to us, or could obtain services with similar functionality as found in our existing systems, without the need to expend substantial resources, if at all.

Furthermore, our assets that are at risk for cyber-attacks include financial assets and non-public information belonging to customers. We use several third-party service providers who have access to our assets via electronic media. Certain cyber security risks arise due to this access, including cyber espionage, blackmail, ransom, and theft. We employ preventive and detective controls to protect our assets and provide recurring information security training to all employees. Although to date we have not experienced any material losses or other material consequences to date relating to technology failure, cyberattacks or other information or security breaches, whether directed at us or at third parties, there can be no assurance that our controls and procedures in place to monitor and mitigate the risks of cyber threats, including the remediation of critical information security and software vulnerabilities, will be sufficient and/or timely as to prevent material losses or consequences in the future, particularly in light of the increased sophistication and evolving nature of cyber criminals’ activity. Our risk and exposure to these cybersecurity incidents remains heightened because of, among other things, our implementation of Internet and mobile banking to meet customer demand, our expanded internal usage of web-based products and applications, the current economic and political environment, and our regulatory obligations and the regulatory scrutiny within our industry. As cyber and other data security threats continue to evolve, we may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate and remediate any security vulnerabilities.

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The development and use of artificial intelligence (“AI”) presents risks and challenges that may adversely impact our business.

We or our third-party vendors, clients or counterparties may develop or incorporate AI technology in certain business processes, services or products. The development and use of AI presents a number of risks and challenges to our business. The legal and regulatory environment relating to AI is uncertain and rapidly evolving, both in the United States and internationally, and includes regulatory schemes targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI. These evolving laws and regulations could require changes in our implementation of AI technology and increase our compliance costs and the risk of non-compliance. AI models, particularly generative AI models, may produce output or take action that is incorrect, that result in the release of private, confidential or proprietary information, that reflect biases included in the data on which they are trained, infringe on the intellectual property rights of others or that is otherwise harmful. In addition, the complexity of many AI models makes it challenging to understand why they are generating particular outputs. This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of the AI models, reducing erroneous output, eliminating bias and complying with regulations that require documentation or explanation of the basis on which decisions are made.

Further, we may rely on AI models developed by third parties, and would be dependent in part on the manner in which those third parties develop, train and deploy their models, including risks arising from the inclusion of any unauthorized material in the training data for their models, the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models and other matters over which we may have limited visibility. Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation and the public perception of our business or the effectiveness of our security measures.

We are also exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks. Generative AI, if used to perpetrate fraud or launch cyberattacks, could create panic at a particular financial institution or securities exchange, which could pose a threat to financial stability.

A failure in or breach of our operational or security systems or infrastructure, or those of third parties, could disrupt our businesses, and adversely impact our results of operations, liquidity and financial condition, as well as cause reputational harm.

The potential for operational risk exposure exists throughout our organization and, as a result of our interactions with, and reliance on, third parties, is not limited to our own internal operational functions. Our operational and security systems, infrastructure, including our computer systems, data management, and internal processes, as well as those of third parties, are integral to our performance. We rely on our employees and third parties in our day-to-day and ongoing operations, who may, as a result of human error, misconduct, malfeasance or failure, or breach of third-party systems or infrastructure, expose us to risk. We have taken measures to implement backup systems and other safeguards to support our operations, but our ability to conduct business may be adversely affected by any significant disruptions to us or to third parties with whom we interact and rely. For example, strategic technology project implementation challenges have caused immaterial business interruptions in the past and may cause more interruptions in the future. In addition, our ability to implement backup systems and other safeguards with respect to third-party systems is more limited than with respect to our own systems. Our financial, accounting, data processing, backup or other operating or security systems and infrastructure may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control which could adversely affect our ability to process these transactions or provide these services. There have been and there could be in the future sudden increases in customer transaction volume; electrical, telecommunications, or other major physical infrastructure outages; natural disasters such as earthquakes, tornadoes, hurricanes, and floods; disease pandemics; and events arising from local or larger scale political or social matters, including terrorist acts. We continuously update these systems to support our operations and growth and to remain compliant with all applicable laws, rules and regulations globally. This updating entails significant costs and creates risks associated with implementing new systems and integrating them with existing ones, including business interruptions. Operational risk exposures could adversely impact our results of operations, liquidity and financial condition, as well as cause reputational harm.

Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, could severely harm our business.

As part of our financial institution business, we collect, process, and retain sensitive and confidential customer information. Despite the security measures we have in place, our facilities and systems, and those of our third-party service providers, have been and may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events in the future. If information security is breached, information can be lost or misappropriated, resulting in financial loss or costs to us. Any security breach involving confidential customer information, whether by us or by our vendors, could severely damage our reputation, expose us to the risks of litigation and regulatory liability or disrupt our operations and have a material adverse effect on our business operations.

Index

We could suffer a material adverse impact from interruptions in the effective operation of, or security breaches affecting, our computer systems.

We rely heavily on information systems to conduct our business and to process, record, and monitor our transactions. Risks to the systems result from a variety of factors, including the potential for bad acts on the part of hackers, criminals, employees and others. As one example, some banks in recent years have experienced denial of service attacks in which individuals or organizations flood the bank’s website with extraordinarily high volumes of traffic, with the goal and intended effect of disrupting the ability of the bank to process transactions. We are also at risk for the impact of natural disasters, terrorism, and international hostilities on our systems or for the effects of outages or other failures involving power or communications systems operated by others. These risks also arise from the same types of threats to businesses with which we deal.

Potential adverse consequences of attacks on our computer systems or other threats include damage to our reputation, loss of customer business, litigation, and increased regulatory scrutiny, which might also result in financial loss and require additional efforts and expense to attempt to prevent such adverse consequences in the future.

Risk Related to Ownership of Our Securities

Provisions in our articles of incorporation and bylaws and New York law may discourage or prevent takeover attempts, and these provisions may have the effect of reducing the market price of our stock.

Our articles of incorporation and bylaws include several provisions that may have the effect of discouraging or preventing hostile takeover attempts, and therefore, making the removal of incumbent management difficult. The provisions include requirements of supermajority votes to approve certain business transactions. In addition, New York law contains several provisions that may make it more difficult for a third party to acquire control of us without the approval of the Board, and may make it more difficult or expensive for a third party to acquire a majority of our outstanding stock. To the extent that these provisions are effective in discouraging or preventing takeover attempts, they may tend to reduce the market price for our stock.

We cannot guarantee that our allocation of capital to various alternatives, including stock repurchase plans, will enhance long-term stockholder value.

Our business plan calls for us to execute a variety of strategies to allocate and deploy any excess capital including, but not limited to, continued organic balance sheet growth and diversification, implementation of stock repurchase plans and payment of regular cash dividends. Additionally, we will carefully consider acquisition opportunities to further deploy capital when we expect such opportunities to significantly enhance long-term shareholder value. If we are unable to effectively and timely deploy capital through these strategies, it may constrain growth in earnings and return on equity and thereby diminish potential growth in stockholder value.

On March 29, 2024, we announced that our Board authorized a new stock repurchase plan to acquire up to 200,000 shares of the Company’s outstanding common stock. Repurchases are made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance.

The Inflation Reduction Act of 2022, which was signed into law on August 16, 2022, contains a number of changes to U.S. federal tax laws. One such change is a 1% excise tax on stock repurchases, which will increase the cost of stock repurchases and may impact our future decisions on how to return value to stockholders in the most efficient manner.

Item 1B

Unresolved Staff Comments

None.

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Item 1C

Cybersecurity

Cybersecurity Risk Management and Strategy

At TrustCo, we recognize the importance of information security practices designed to protect the confidentiality, integrity, and availability of company information and the personal information that our customers share with us. TrustCo Bank maintains a formal enterprise wide risk management (“ERM”) program which identifies, measures, monitors, and controls risk. The ERM Program and framework is designed to ensure that all elements of the risk management process are in place and operating effectively across all risk categories. Risk categories include credit, interest rate risk, liquidity, price, operational, compliance, reputation, and strategic risks. Cybersecurity risk is a critical component of our technology risk management program, specifically our information security program given the increasing reliance on technology and potential of cyber risk threats. Using guidance set forth in our ERM program, we have implemented an Information Security Program to lead and support the management of information security risks in accordance with our risk profile and business strategy. We utilize the Federal Financial Institutions Examination Council (“FFIEC”) Cybersecurity Assessment Tool to benchmark these controls and procedures.

Our Information Security Program includes a number of components designed to identify, analyze, and respond to cybersecurity risks, including reliance on a layered system of preventative and detective technologies, controls, and policies designed to detect, mitigate, and contain cybersecurity threats. As part of our Information Security Program, we maintain an Information Security Policy that outlines internal controls and procedures designed to protect information systems. Information security program risk assessments and third-party attestations and assessments are conducted periodically by both internal and external resources. We leverage qualified third-party security assessors to identify vulnerabilities through both internal and external penetration tests and perform internal cybersecurity maturity assessments. In addition, our internal audit team conducts an information security and information technology audit on an annual basis. We are also subject to examinations by applicable regulators. We conduct annual cybersecurity awareness training for employees to enhance awareness of how to detect and respond to cybersecurity threats, as well as periodic phishing training campaigns. We also provide quarterly cybersecurity updates for our employees, and table-top exercises are conducted annually to simulate a response to a cybersecurity incident.

As part of our Information Security Program, TrustCo maintains a formal Third-Party Risk Management program that provides oversight of cybersecurity risks related to supplier relationships. During supplier onboarding, we perform risk-based due diligence for suppliers with access to confidential TrustCo information or that require technical integration with TrustCo systems. This program includes encryption and password requirements for our suppliers, as well as ongoing monitoring and assessment, and contract review.

Furthermore, we recognize the growing risk associated with highly sophisticated actors targeting corporations and maintain an Incident Response Plan, which is part of our broader business continuity planning. We have access through our insurer to computer forensics firms and specialized legal counsel in case of a cybersecurity incident. While we maintain cybersecurity insurance to assist in the cost of recovery from a cybersecurity incident, such coverage may not be sufficient to cover all costs resulting from such incidents.

We did not experience any material losses relating to cybersecurity threats or incidents for the year ended December 31, 2024. We are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. However, the sophistication of and risks from cybersecurity threats and incidents continue to increase, and the preventative actions that we have taken and continue to take to reduce the risk of cybersecurity threats and incidents and protect our systems and information may not successfully protect against all cybersecurity threats and incidents. For more information on the risks that we face from cybersecurity threats, see “Risk Factors - Risks Related to Cybersecurity, Third Parties, and Technology.” in Part I, Item 1A of this report.

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Cybersecurity Governance

The Board has overall responsibility for risk oversight and has delegated oversight of our cybersecurity program to both our Risk Committee and our Audit Committee. The Risk Committee directly oversees information technology and information security risks through regular reports from management on information technology, cyber security, and related risk assessments. The Risk Committee also receives annual reports on the Information Security Program and approves the Information Security Policy. In addition, the Audit Committee of the Board monitors internal audit’s coverage of cybersecurity governance, risks, and related controls, including any identified deficiencies, from cybersecurity or other risks, that could adversely affect the ability to record, process, summarize, and report financial data. The Risk Committee coordinates with the Audit Committee for review of information security matters, as needed. The Board also receives an annual update on the Company’s enterprise services, which includes both information technology and information security.

Our Information Security Program is run by our Senior Vice President, Chief Risk Officer, Chief Compliance Officer and Information Security Officer (“ISO”), who reports to our Executive Vice President, Chief Operating Officer (“EVP”). Our ISO is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from professionals in the information security team, and through the use of technological tools and software and results from third party audits. Our management-level IT Steering Committee meets on a monthly basis to discuss cybersecurity and related topics. Our ISO and EVP have extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Our ISO has served in that position since 2013, is a Certified Information Security Manager, and has over 20 years of experience working at TrustCo. Our EVP, who has been an employee of TrustCo since 1986, has served in his role as Executive Vice President of TrustCo since 2013. Our ISO and EVP report directly to the Risk Committee on our cybersecurity program and efforts to prevent, detect, mitigate, and remediate issues.

Item 2.

Properties

TrustCo’s executive offices are located at 5 Sarnowski Drive, Glenville, New York, 12302, in a facility owned by the Company. The Company operates 136 banking offices located in New York, New Jersey, Vermont, Massachusetts and Florida. As of December 31, 2024, 23 of such properties are owned and 113 are leased from others on market terms. The lease terms for our banking offices are not individually material. Lease expirations range from 1 month to 19.8 years. In the opinion of management, the physical properties of TrustCo and the Bank are suitable and adequate to meet our requirements and are being fully utilized.

Item 3.

Legal Proceedings

The nature of TrustCo’s business generates a certain amount of litigation against TrustCo and its subsidiaries involving matters arising in the ordinary course of business. In the opinion of management of TrustCo, there are no proceedings pending to which TrustCo or any of its subsidiaries is a party, or of which its property is the subject which, if determined adversely to TrustCo or such subsidiaries, would be material in relation to TrustCo’s consolidated shareholders’ equity and financial condition.

Item 4.

Mine Safety Disclosures

Not applicable.

Index

Information about our Executive Officers

Our executive officers as of March 14, 2025, are listed below, along with their ages on that date, positions and offices held with the company, and principal occupations and employment, focused primarily on the past five years.

Name, Age and Position With Trustco	Recent Business Experience	Year First Became Executive of TrustCo

Robert J. McCormick, Age 61, Chairman, President and Chief Executive Officer	Chairman, President and Chief Executive Officer of TrustCo from January 2009 to December 2010, President and Chief Executive Officer of TrustCo since January 2004, Executive Officer of TrustCo since 2001 and President and Chief Executive Officer of Trustco Bank since November 2002. Chairman of TrustCo and Trustco Bank from November 2008 to December 2010. Director of TrustCo and Trustco Bank since 2005. Joined Trustco Bank in 1995.	2001

Robert M. Leonard, Age 62, Executive Vice President and Chief Operating Officer	Executive Vice President of TrustCo and Trustco Bank from 2013 to present. Senior Vice President of TrustCo and Trustco Bank from 2010 to 2013. Secretary of TrustCo and Trustco Bank from 2003 to 2006 and 2009 to 2016. Assistant Secretary of TrustCo and Trustco Bank from 2006 to 2009. Executive Officer of TrustCo and Trustco Bank from 2003 to present. Joined Trustco Bank in 1986.	2003

Michael M. Ozimek Age 50, Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer, TrustCo and Trustco Bank from 2018 to present. Senior Vice President and Chief Financial Officer of TrustCo and Trustco Bank from 2014 to 2018. Executive Officer of TrustCo and Trustco Bank from 2014 to present. Joined TrustCo and Trustco Bank in 2002.	2014

Michael Hall Age 60, General Counsel and Corporate Secretary	General Counsel and Corporate Secretary of TrustCo and Trustco Bank from 2018 to present. Vice President and Counsel of TrustCo and Trustco Bank from 2015 to 2018. Assistant Secretary of TrustCo and Trustco Bank for 2016. Executive Officer and Secretary of TrustCo and Trustco Bank from 2017 to present. Attorney with McNamee, Lochner, Titus & William, P.C. from 1992 to 2015. Joined TrustCo and Trustco Bank in 2015.	2017

Kevin M. Curley Age 57, Executive Vice President and Chief Banking Officer	Executive Vice President Retail Banking of TrustCo and Trustco Bank from December 2018 to present. Joined Trustco Bank in 1990.	2018

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PART II

Item 5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

TrustCo’s common stock is traded on The Nasdaq Stock Market, LLC under the symbol “TRST.” TrustCo had approximately 6,866 shareholders of record as of March 7, 2025.

The Company’s ability to pay dividends depends on the receipt of dividends from the Bank, which is subject to a variety of limitations under federal banking regulations regarding the payment of dividends. The Board presently intends to continue the policy of paying quarterly cash dividends. The amount of any future dividends will depend on economic and market conditions, our financial condition and operating results, and other factors, including contractual restrictions and applicable government regulations and policies (such as those relating to the ability of bank and non-bank subsidiaries to pay dividends to the parent company and regulatory capital limitations). For discussion of corporate and regulatory limitations applicable to the payment of dividends, see “Item 1. Business-Supervision and Regulation-Dividends.”

Recent Sales of Unregistered Securities.

None.

Issuer Purchases of Equity Securities

The following table provides information about the Company’s purchases of shares of common stock during the three months ended December 31, 2024.

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)

October 1 to October 31, 2024		-	$	-		-		186,000
November 1 to November 30, 2024		-	$	-		-		186,000
December 1 to December 31, 2024		-	$	-		-		186,000
Total		-	$	-		-		186,000

(1)

On March 29, 2024 the Company’s Board authorized, and the Company announced, another share repurchase program of up to 200,000 shares, or approximately 1% of its currently outstanding common stock. The program expires on March 29, 2025. There were no repurchases during the three months ended December 31, 2024.

Stock Performance Graph

The TrustCo Annual Report to Shareholders for the year ended December 31, 2024, which is filed as Exhibit 13 hereto, contains a stock performance graph comparing the yearly percentage change in the Company’s cumulative total shareholder return on its common stock with the cumulative return of the Russell 2000 and S&P U.S. BMI Banks Index. Such graph is incorporated herein by reference.

Item 6.

[Removed and reserved]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information required by this this Item 7 is contained in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2024, which is filed as Exhibit 13 hereto and incorporated herein by reference.

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Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

The information required by this Item 7A is contained in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2024, which is filed as Exhibit 13 hereto and incorporated herein by reference.

Item 8.

Financial Statements and Supplementary Data

The consolidated financial statements, together with the report thereon of Crowe LLP, and the required supplementary financial data are included in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2024, which is filed as Exhibit 13 hereto and incorporated herein by reference.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, are procedures that are designed with the objective of ensuring that information required to be disclosed in the Company’s reports filed under the Exchange Act, such as this 2024 Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this 2024 Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were effective to satisfy the objectives for which they are designed.

Management’s Report on Internal Control Over Financial Reporting and Auditor Attestation Report on Internal Control over Financial Reporting

Management’s Report on Internal Control over Financial Reporting, together with the report thereon of Crowe LLP is included in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2024, which is filed as Exhibit 13 hereto, are incorporated herein by reference.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Index

Item 9B.

Other Information

(a) None.

(b) During the fiscal quarter ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated herein by reference to the disclosure under the headings “Information on TrustCo Directors and Nominees,” “Information on TrustCo Executive Officers,” “Director Candidates Nominated by Shareholders,” “Audit Committee,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement (Schedule 14A) for its 2025 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end. TrustCo has adopted a code of conduct that applies to all employees, including its principal executive, financial and accounting officers. A copy of this code of conduct will be provided without charge upon written request. Requests and inquiries should be directed to: Michael Hall, General Counsel and Corporate Secretary, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady, New York 12301-1082. The Code of Conduct also is available on the Company’s website at www.trustcobank.com under the “Investor Relations” link. The required information regarding TrustCo’s executive officers is contained in PART I in the item captioned “Information about our Executive Officers.”

Insider Trading Policy

The Company has adopted the TrustCo Bank Corp NY Insider Trading Policy (the “Insider Trading Policy”) that applies to all directors, officers, employees and certain other persons. The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of the Company’s securities, as well as the applicable rules and regulations of The Nasdaq Stock Market, LLC. The Insider Trading Policy addresses the implementation of certain trading blackout periods in the Company’s securities (including common stock, restricted stock, restricted stock units, options, warrants and any other securities that the Company may issue) for covered persons. A copy of the Insider Trading Policy is filed as Exhibit 19 to this 2024 Form 10-K.

Item 11.

Executive Compensation

The information required by this Item 11 is incorporated herein by reference to the Company’s Proxy Statement (Schedule 14A) for its 2025 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end.

Index

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides information, as of December 31, 2024, regarding securities authorized for issuance under TrustCo’s equity compensation plans.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		8,036	(1)	$	32.15		166,075	(2)
Equity compensation plan not approved by security holders		N/A			N/A		N/A
Total		8,036	(1)	$	32.15		166,075	(2)

(1)	Represents stock option awards outstanding and exercisable as of December 31, 2024.

(2)	Represents shares of common stock issuable pursuant to the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan.

The additional information required by this Item 12 is incorporated herein by reference to the Company’s Proxy Statement (Schedule 14A) for its 2025 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end. Additional information concerning the Company’s equity compensation plans is set forth in Part II, Item 5 hereof.

Item 13.

Certain Relationships, and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated herein by reference to the Company’s Proxy Statement (Schedule 14A) for its 2025 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end.

Item 14.

Principal Accountant Fees and Services

The information required by this Item 14 is incorporated herein by reference to the Company’s Proxy Statement (Schedule 14A) for its 2025 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end.

Our independent registered public accounting firm is Crowe LLP, Boston, Massachusetts, PCAOB Firm ID: 173

PART IV

Item 15.

Exhibits, and Financial Statement Schedules

The following financial statements of TrustCo and its consolidated subsidiaries, and the accountants’ report thereon are filed as a part of this report.

Consolidated Statements of Condition -- December 31, 2024 and 2023.

Consolidated Statements of Income -- Years Ended December 31, 2024, 2023 and 2022.

Index

Consolidated Statements of Comprehensive Income -- Years Ended December 31, 2024, 2023 and 2022.

Consolidated Statements of Changes in Shareholders’ Equity -- Years Ended December 31, 2024, 2023 and 2022.

Consolidated Statements of Cash Flows -- Years Ended December 31, 2024, 2023 and 2022.

Notes to Consolidated Financial Statements.

Financial Statement Schedules

Not Applicable. All required schedules for TrustCo and its subsidiaries have been included in the consolidated financial statements or related notes thereto.

Supplementary Financial Information

Summary of Unaudited Quarterly Financial Information for the years ended December 31, 2024 and 2023.

Exhibits

Exhibit No.	Description

3(a)	Amended and Restated Certificate of Incorporation of TrustCo Bank Corp NY, as amended, incorporated by reference to Exhibit 3.1 to TrustCo Bank Corp NY’s Quarterly Report on Form 10-Q, filed August 5, 2021.

3(b)	Amended and Restated Bylaws of TrustCo Bank Corp NY, dated October 17, 2023, incorporated by reference to Exhibit 3.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed October 17, 2023.

4(a)	Description of Capital Stock, incorporated by reference to Exhibit 4(a) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, filed March 11, 2024.

10(a)*	Amended and Restated Trust For Deferred Benefits Provided under Employment Agreements of Trustco Bank, National Association and TrustCo Bank Corp NY, dated September 18, 2001 incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Annual Report on Form 10-K for the year ended December 31, 2001, filed March 25, 2002.

Index

10(b)*	Amended and Restated Trust Under Non-Qualified Deferred Compensation Plans of Trustco Bank, National Association and TrustCo Bank Corp NY, dated September 18, 2001, incorporated by reference to Exhibit 10(c) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2001 filed March 25, 2002.

10(c)*	Amended and Restated Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.6 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(d)*	Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.5 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(e)*	Amendment No. 1 to Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan, effective January 1, 2010, incorporated by reference to Exhibit 99(e) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed January 19, 2010.

10(f)*	Form of 2008 Amended and Restated Employment Agreement between Trustco Bank, TrustCo Bank Corp NY and Robert J. McCormick, Robert T. Cushing, and Scot R. Salvador, effective as of January 1, 2008, incorporated by reference to Exhibit 99.8 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(g)*	Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.4 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(h)*	Amendment No. 1, Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan, effective January 1, 2010, incorporated by reference to Exhibit 99(f) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed January 19, 2010.

10(i)*	Service Bureau Processing Agreement by and between Fidelity Information Services, Inc. and TrustCo Bank Corp NY dated March 3, 2004 incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2004.

10(j)*	Agreement between Fiserv Solutions, Inc. and Trustco Bank, National Association, dated November 14, 2001 incorporated by reference to Exhibit 10(o) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2001.

10(k)*	Restatement of Trustco Bank Senior Incentive Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.9 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(l)*	Form of Amendments to 2008 Amended and Restated Employment Agreement between Trustco Bank, TrustCo Bank Corp NY and each of Robert J. McCormick, Robert T. Cushing, and Scot R. Salvador, incorporated by reference to Exhibit 99.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed March 17, 2009.

10(m)*	First Amendment to Restatement of Trustco Bank Senior Incentive Plan, incorporated by reference to Exhibit 99.2 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 18, 2009.

10(n)*	Amended and Restated TrustCo Bank Corp NY 2010 Equity Incentive Plan, dated as of March 21, 2017, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed March 24, 2017.

10(o)*

Amended and Restated 2010 Directors Equity Incentive Plan dated March 17, 2015, incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed March 23, 2015.

Index

10(p)*	Form of Incentive Stock Option Award Agreement under the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 20, 2015.

10(q)*	Employment Agreement among Trustco Bank, TrustCo Bank Corp NY And Robert M. Leonard, effective November 19, 2013, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 25, 2013.

10(r)*	Performance-Based Stock Appreciation Unit Agreement dated as of January 21, 2014, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed January 24, 2014.

10(s)*	Trustco Bank Executive Officer Incentive Plan (Amended and Restated as of February 16, 2016), incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Form 8-K filed February 17, 2016.

10(t)*	Amended and Restated TrustCo Bank Corp NY Executive Medical Reimbursement Plan, incorporated by reference to Exhibit 10.1 to TrustCo Bank Corp NY’s Current Report on Form 10-Q, filed August 8, 2022.

10(u)*	Consulting Agreement between TrustCo Bank Corp NY and Robert T. Cushing effective December 22, 2017, incorporated by reference to Exhibit 10.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 22, 2017.

10(v)*	Form of Employment Agreement between TrustCo Bank Corp NY and each of Kevin M. Curley and Michael M. Ozimek, effective December 18, 2018, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 18, 2018.

10(w)*	TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan, incorporated by reference to the Appendix to the additional definitive proxy soliciting material on Schedule 14A filed on April 26, 2023.

Index

10(x)*	Form of 2020 Performance Share Award Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 18, 2020.

10(y)*	Form of 2020 Restricted Stock Unit Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 18, 2020.

10(z)*	Form of 2020 Directors Restricted Stock Unit Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(c) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 18, 2020.

10(aa)*	Form of 2022 Performance Share Award Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 16, 2022.

10(bb)*	Form of 2022 Restricted Stock Unit Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 16, 2022.

10(cc)*	Form of 2023 Performance Share Award Agreement under the Amended and Restated TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 24, 2023.

10(dd)*	Form of 2023 Restricted Stock Unit Agreement under the Amended and Restated TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 24, 2023.

10(ee)*†	Form of 2024 Performance Share Award Agreement under the Amended and Restated TrustCo Bank Corp NY 2019 Equity Incentive Plan.

10(ff)*†	Form of 2024 Restricted Stock Unit Agreement under the Amended and Restated TrustCo Bank Corp NY 2019 Equity Incentive Plan.

10(gg)*†	Form of 2024 Director Restricted Stock Unit Agreement under the Amended and Restated TrustCo Bank Corp NY 2019 Equity Incentive Plan.

13†	Portions of Annual Report to Security Holders of TrustCo for the year ended December 31, 2024.

19†	TrustCo Bank Corp NY Insider Trading Policy

Index

21†	List of Subsidiaries of TrustCo.

23†	Consent of Independent Registered Public Accounting Firm.

24†	Power of Attorney.

31(i)(a) †	Rule 13a-14(a)/15d-14(a) Certification of Robert J. McCormick, principal executive officer.

31(i)(b) †	Rule 13a-14(a)/15d-14(a) Certification of Michael M. Ozimek, principal financial officer.

32†	Section 1350 Certifications of Robert J. McCormick, principal executive officer and Michael M. Ozimek, principal financial officer.

97	Executive Compensation Clawback Policy, incorporated by reference to Exhibit 97 to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2023 filed March 11, 2024.

101	Sections of the Annual Report on Form 10-K for the year ended December 31, 2024, formatted in XBRL (eXtensible Business Reporting Language), submitted in the following files

101.INS	XBRL Instance Document.

101.SCH	Inline XBRL Taxonomy Extension Schema Document.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104	Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101)

*	Management contract or compensatory plan or arrangement.

†	Filed herewith.

Item 16.

Form 10-K Summary

Not applicable.

Index

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	TrustCo Bank Corp NY

Date: March 14, 2025	By:	/s/ Michael M. Ozimek
		Michael M. Ozimek
		Executive Vice President and Chief Financial Officer

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name and Signature	Title	Date

/s/ Robert J. McCormick
Robert J. McCormick	Chairman, President and Chief Executive Officer (principal executive officer)	March 14, 2025

/s/ Michael M. Ozimek
Michael M. Ozimek	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	March 14, 2025

*
Steffani Cotugno	Director	March 14, 2025

*
Brian C. Flynn	Director	March 14, 2025

*
Lisa M. Lucarelli	Director	March 14, 2025

*
Thomas O. Maggs	Director	March 14, 2025

*
Anthony J. Marinello	Director	March 14, 2025

*
Curtis N. Powell	Director	March 14, 2025

*
Kimberly A. Russell	Director	March 14, 2025

*
Frank B. Silverman	Director	March 14, 2025

Index

* By:	/s/ Robert M. Leonard
	Robert M. Leonard, as Agent
	Pursuant to Power of Attorney

Exhibit 10(ee)

Form of 2024 Performance Share Award Agreement under the Amended and Restated TrustCo Bank Corp NY 2019 Equity Incentive Plan

This Performance Share Award Agreement (Stock Settled) (this “Agreement”) under the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan (the “Plan”), dated as of the Grant Date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the Participant set forth in Paragraph 3. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.

The Award granted in this Agreement is contingent on the Participant agreeing to be bound by all of the terms and conditions of the Plan and this Agreement by signing and returning this Agreement to the Company on or before the close of business on the thirtieth day after November 19, 2024 (that is, December 19, 2024). If the Participant fails to return a signed copy of this Agreement to the Company on or before such date, this Award will be deemed to be voided and withdrawn and, as such, of no force or effect.

Grant of Performance Shares. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award (the “Award”) of the number of performance shares set forth in Paragraph 3 effective as of the Grant Date (the performance shares granted hereunder are hereafter referred to as the “Performance Shares”). The Award represents an award of performance-based Restricted Stock Units under Section 10 of the Plan. Furthermore, each Performance Share shall represent the right to receive one share of Common Stock of the Company, subject to the terms and conditions set forth in this Agreement and the Plan.

Consideration. The grant of the Performance Shares is made in consideration of the services to be rendered by the Participant to the Company.

Award Summary.

	Participant
	Grant Date		November 19, 2024
	Number of Performance Shares:
	Threshold:
	Target:
	Maximum:
	Performance Period		January 1, 2025 to December 31, 2027

With respect to outstanding unvested Awards under the Plan granted pursuant hereto, there shall be no automatic vesting of such Awards solely upon a Change-in-Control. The settlement of the Award granted in this Agreement shall otherwise be governed by Paragraph 5 below.

Satisfaction of Vesting Conditions.

(a)

General. The Performance Shares are subject to a substantial risk of forfeiture until vested. Except as otherwise provided herein, the Participant shall be entitled to receive shares of Common Stock in respect of the Performance Shares described in this Agreement (“vesting”) only upon the satisfaction of two conditions: a time-based condition and a performance goals condition. The conditions are described in more detail in Paragraphs 4(b), 4(c), and 4(d) below. The Performance Shares shall not vest, and the Participant shall not be entitled to any Earned Shares (as defined in Paragraph 5), unless both conditions are satisfied.

(b)

Time-Based Condition. Except as otherwise provided herein, the time-based condition will be satisfied only if the Participant has remained an Eligible Employee from the Grant Date through the last day of the Performance Period.

(c)

Performance Goals Condition. The number of shares of the Company’s Common Stock earned by the Participant for the Performance Period, if any, will be determined by the Compensation Committee of the Board of Directors of the Company (“Committee”) as of the end of the Performance Period based on the level of achievement of the performance goals in accordance with Paragraph 4(d) below. The Committee shall make adjustments in the terms and conditions of, and the criteria included in, the Award in accordance with Section 14(b) of the Plan. Subject to the terms of Sections 4(f) and 4(g) of this Agreement, if the threshold level of the performance goals is not reached for the Performance Period, the Award and the Participant’s right to receive any shares of the Company’s Common Stock with respect to the Performance Period shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period, which shall be deemed to be the Period of Restriction for the purposes of the Plan. All determinations of whether and the extent to which the performance goals have been achieved, the number of shares of the Company’s Common Stock earned by the Participant, if any, and all other matters related to this Paragraph 4 shall be made by the Committee in its sole discretion.

(d)

Performance Goals Calculations. Except as otherwise provided herein, achievement of the performance goals condition will be measured by the Company’s Return on Average Equity (“ROAE”), which is measured as the average of the Company’s ROAE for each of the three years within the Performance Period as set forth in Paragraph 3 compared with the ROAE of members of the comparative group of peer companies set forth on Exhibit A hereto (the “Peer Group”) during the same period (calculated by determining the performance of the Peer Group in each year and then calculating the three-year average of each member of the Peer Group set forth on Exhibit A expressed as a percentile rank of the Company compared to the members of the Peer Group (“Percentile Rank”), subject to possible adjustment as described below based upon the Company’s non-performing assets, with vesting occurring at the end of the Performance Period and payout prior to March 15, 2028. The total number of Earned Shares shall be determined by multiplying the “Factor” corresponding to the Company’s Percentile Rank by the number of Performance Shares awarded for “Target” performance as listed in Paragraph 3 above. The Factor to be applied in this formula shall be plotted on a continuous scale utilizing linear interpolation from the “Threshold” level of performance, below which no Performance Shares shall vest, to the “Maximum” level of performance, at which the number of Earned Shares shall be 150% of the “Target” performance-level award.¹ The following table describes the range of Percentile Ranking and the corresponding adjustment Factors:

	Return on Average Equity for the Performance Period
Level	Percentile Ranking	Factor
Threshold	25^th percentile of the Peer Group	25%
Target	55^th percentile of the Peer Group	100%
Maximum	75^th percentile or above of the Peer Group	150%

(e)

Additional Measure. If non-performing assets to total assets of the Company increases beyond 1.75% for one or more quarters, as published in the quarter-end results during the Performance Period, the total number of Earned Shares will be reduced by one quarter. For clarity, it is intended that an Award amount be determined pursuant to Paragraph 4(d), and that said amount be reduced by the factor set forth in this Paragraph 4(e).

(f)

Death or Disability. In the event of a Participant’s Separation from Service because of death or Disability during the Performance Period, a pro rata number of Performance Shares shall vest, and the Company shall issue or cause to be issued in the name of the Participant the number of Earned Shares, if any, based upon the number of Performance Shares to which the Participant would have received pursuant to this Agreement and the Plan had “Target” performance had been achieved and he or she not experienced a Separation from Service multiplied by a fraction, the denominator of which is 36 and numerator of which is the number of full months of employment or service during the Performance Period prior to the Separation from Service.

¹Share awards calculated hereunder shall be rounded up to the next whole share to determine the number of Performance Shares that shall vest.

(g)

Other Separation from Service. Unless otherwise provided by the Plan (including, but not limited to, Section 13 of the Plan (Change in Control)), or unless the Committee, in its sole discretion and insofar as permitted by the Plan, determines otherwise, in the event of a Participant’s Separation from Service for any reason other than death or Disability during the Performance Period, all Performance Shares still subject to the Performance Period at the date of such Separation from Service shall be forfeited without payment of any consideration, effective as of the date of the Separation from Service.

Settlement of Performance Shares. Subject to the provisions of the Plan (including, but not limited to, Section 13 of the Plan (Change in Control)), and this Agreement, promptly upon completion of the Performance Period, and in any event no later than March 15, 2028, (i) the Company shall determine (the date of such determination being the “Settlement Date”) (x) whether, and to what extent, the performance goals for the Performance Period have been achieved, and (y) the number of shares of the Company’s Common Stock that the Participant has earned, if any, that are to be issued by the Company with respect to such Performance Period, rounded up to the nearest whole share (the “Earned Shares”); (ii) the Company shall issue or cause to be issued in the name of the Participant the number of Earned Shares, if any; and (iii) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the Settlement Date. Notwithstanding the foregoing, in the event of a Participant’s Separation from Service due to death or Disability during the Performance Period, the Company shall issue any Earned Shares within sixty (60) days following such Separation from Service. The written certification of the Company shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.

Tax Withholding.

(a) The Participant shall be required to remit to the Company, and the Company shall have the right, subject to Code Section 409A, to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Performance Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Common Stock having a Fair Market Value on the date the tax is to be determined equal to no more than the maximum statutory withholding that would be imposed on the transaction. The Participant may also satisfy the withholding requirement by tendering a cash payment or delivering to the Company previously owned and unencumbered shares of Common Stock.

(b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility, and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or settlement of the Performance Shares or the subsequent sale of any shares; and (ii) does not commit to structure the Performance Shares to reduce or eliminate the Participant’s liability for Tax-Related Items. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Performance Shares or disposition of the underlying shares of Common Stock and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement, or disposition.

Restrictions on Transfer of Performance Shares. Subject to any exceptions set forth in this Agreement, the Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, or disposed of in any manner other than in accordance with the terms of the Plan.

Rights as a Shareholder. Unless and until the Performance Shares are settled in shares of Common Stock in accordance with Paragraph 5, the Participant shall have no rights as a shareholder relating thereto. On the Settlement Date, the Participant shall become the record owner of the shares of Common Stock issued in respect of the vested Performance Shares, and as record owner shall be entitled to all rights of a shareholder of the Company.

No Right to Continued Employment. Neither this award of Performance Shares nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employment or service of the Company or any affiliate for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant’s employment or service at any time with or without Cause. The Participant acknowledges and agrees that, except as otherwise provided herein, the satisfaction of the time-based vesting condition is subject to the Participant’s continuation of employment with the Company through the end of the Performance Period and not through the act of being hired or being granted this award.

10.

The Plan. This Agreement is subject to all the terms, provisions, and conditions of the Plan, which are incorporated herein by reference, and to such rules and regulations as may from time to time be adopted by the Committee. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control and this Agreement shall be deemed to be modified accordingly. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Performance Shares subject to all of such terms and conditions.

11.

Compliance with Laws and Regulations. This Award of Performance Shares shall be subject in all respects to all applicable federal and state laws, rules, and regulations and any registration, qualification, approvals, or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable, including all applicable requirements of any stock exchange on which the Company’s shares of Common Stock are listed.

12.

Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered by hand or electronically by e-mail to the party for whom it is intended, (i) if to the Participant, to the current home address or e-mail address on file with the Company or delivered by hand personally to Participant and (ii) if to the Company, to the address of the Company’s corporate headquarters, currently located at 5 Sarnowski Drive, Glenville, New York 12302, or such other address to which the Company has moved its corporate headquarters, to such other address that the Company may specify from time to time in a notice sent to the Participant, in each case Attention: Human Resource Department.

13.

Other Plans. The Participant acknowledges that any income derived from the Performance Shares shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained or sponsored by the Company or any affiliate of the Company, unless otherwise required by law and/or set forth in such other arrangements.

14.

Recovery of Incentive Compensation. This Award of Performance Shares and any cash compensation received by the Participant pursuant to this Award that constitutes incentive-based compensation may be subject to recovery by the Company under any compensation recovery, recoupment, or clawback policy or program that the Company may adopt from time to time, including, without limitation, any policy that the Company has adopted or is required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Stock may be listed. The Participant shall promptly return any such incentive-based compensation that the Committee determines the Company is required to recover from the Participant under any such policy.

15.

Beneficiary Designation. The Participant may, pursuant to the Plan and on a form provided by the Company, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.

16.

Governing Law; Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the choice of law principles thereof, except to the extent superseded by applicable United States federal law. The Participant hereby agrees to the exclusive jurisdiction and venue of the federal and state courts of New York to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.

17.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

18.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

19.

Participant Undertaking. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may in its judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Performance Shares pursuant to the express provisions of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	TrustCo Bank Corp NY

	By:
	Robert J. McCormick
	Chairman, President, and CEO

Accepted and agreed to:

Name:

EXHIBIT A

Institution	Ticker	City	State
Arrow Financial Corp.	AROW	Glens Falls	NY
BCB Bancorp Inc.	BCBP	Bayonne	NJ
Capital City Bank Group Inc.	CCBG	Tallahassee	FL
CNB Financial	CCNE	Clearfield	PA
Columbia Financial	CLBK	Fair Lawn	NJ
ConnectOne Bancorp Inc.	CNOB	Englewood Cliffs	NJ
Financial Institutions Inc.	FISI	Warsaw	NY
FineMark Holdings, Inc.	FNBT	Fort Myers	FL
First Commonwealth Financial	FCF	Indiana	PA
Flushing Financial Corp.	FFIC	Uniondale	NY
HarborOne Bancorp Inc	HONE	Brockton	MA
Kearny Financial Corp.	KRNY	Fairfield	NJ
Mid Penn Bancorp	MPB	Millersburg	PA
NBT Bancorp Inc.	NBTB	Norwich	NY
Northfield Bancorp	NFBK	Woodbridge	NJ
S&T Bancorp	STBA	Indiana	PA
The First Long Island Corp.	FLIC	Glen Head	NY
Tompkins Financial Corporation	TMP	Ithaca	NY
Univest Financial Corp.	UVSP	Souderton	PA

A company in the Peer Group may be changed as follows:

(i)

In the event of a merger, acquisition or business combination transaction of a company within the Peer Group with or by another company within the Peer Group, the surviving entity shall remain a company in the Peer Group.

(ii)

In the event of a merger of a company within the Peer Group with an entity that is not a company within the Peer Group, or the acquisition or business combination transaction by or with a company within the Peer Group, or with an entity that is not a company within the Peer Group, in each case where the company within the Peer Group is the surviving entity and remains publicly traded, the surviving entity shall remain a company within the Peer Group.

(iii)

In the event of a merger or acquisition or business combination transaction of a company within the Peer Group by or with an entity that is not a company within the Peer Group, a “going private” transaction involving a company within the Peer Group or the liquidation of a company within the Peer Group, where the company within the Peer Group is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be a company within the Peer Group.

(iv)

In the event of a bankruptcy, liquidation, or delisting of a Company within the Peer Group such company shall remain a company within the Peer Group and such company’s ROAE will be deemed to place it at the 0 percentile.

(v)

In the event of a stock distribution from a company in the Peer Group consisting of the shares of a new publicly-traded company (a “spin-off”), the company within the Peer Group shall remain a company within the Peer Group and the stock distribution shall be treated as a dividend from the company within the Peer Group based on the closing price of the shares of the spun-off company on its first trading. The spun-off company shall not thereafter be part of the Peer Group.

Exhibit 10(ff)

2024 Time-Based Restricted Stock Unit Award Agreement (Stock Settled)

under the

TrustCo Bank Corp NY

Amended and Restated 2019 Equity Incentive Plan

This Restricted Stock Unit Award Agreement (Stock Settled) (this “Agreement”) under the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan (the “Plan”), dated as of the Grant Date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the participant set forth in Paragraph 3 (the “Participant”). Unless defined herein, capitalized terms are as defined in the Plan.

1. Grant. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award (the “Award”) of the number of Restricted Stock Units set forth in Paragraph 3 (the “Restricted Stock Units”). Each Restricted Stock Unit shall represent the right to receive one share of Common Stock of the Company, subject to the terms and conditions set forth in this Agreement.

2. Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

3. Award Summary.

	Participant
	Grant Date		November 19, 2024
	Number of Restricted Stock Units:
	Period of Restriction (each date below, a “Vesting Date”):
	November 19, 2025
	November 19, 2026
	November 19, 2027

4. Period of Restriction. The Award of Restricted Stock Units described in this Agreement shall be subject to the Period of Restriction as set forth in Paragraph 3. For purposes of this Agreement, “Period of Restriction” means the period of time after which the Award shall be deemed “vested” and settled in shares of Common Stock of the Company as provided in the Plan and this Agreement.

5. Restrictions on Transfer of Restricted Stock Units. Subject to any exceptions set forth in this Agreement, the Restricted Stock Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, or disposed of in any manner other than in accordance with the terms of the Plan.

6. Rights as a Shareholder. Unless and until the Restricted Stock Units are settled in shares of Common Stock in accordance with Paragraph 8, the Participant shall have no rights as a shareholder relating thereto. On the Settlement Date (as defined below), the Participant shall become the record owner of the shares of Common Stock issued in respect of the vested Restricted Stock Units, and as record owner shall be entitled to all rights of a shareholder of the Company.

7. Separation from Service.

(a) Death or Disability. Notwithstanding the vesting schedule set forth in Paragraph 3, in the event of the Participant’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the remaining unvested Restricted Stock Units shall automatically terminate (that is, the unvested Restricted Stock Units shall “vest”) as of the date of such Separation from Service, which date shall be the “Vesting Date” for the purposes of settlement of the Award.

(b) Other Separation from Service. Unless the Compensation Committee of the Board of Directors of the Company (the “Committee”), in its sole discretion and insofar as permitted by the Plan, determines otherwise, in the event of the Participant’s Separation from Service during the Period of Restriction for any reason other than those set forth in Paragraph 7(a) above, then any Restricted Stock Units still subject to the Period of Restriction at the date of such Separation from Service automatically shall be forfeited by the Participant, and all of the Participant’s rights to such unvested Restricted Stock Units shall immediately terminate without any payment or consideration by the Company.

8. Settlement. Subject to the provisions of the Plan (including, but not limited to, Section 13 of the Plan (Change in Control)), and this Agreement, after the Vesting Date as set forth in Paragraphs 3 or 7, as applicable, vested Restricted Stock Units will be settled in shares of Common Stock as soon as reasonably practicable following the Vesting Date; provided, however, that in no event shall such Restricted Stock Units be settled more than sixty (60) days after such vesting date. The Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the shares of Common Stock received by the Participant on the Settlement Date. For purposes of this Agreement, the actual date of settlement for the vested Restricted Stock Units shall be known as the “Settlement Date.”

9. Tax Liability and Withholding.

(a) The Participant shall be required to remit to the Company, and the Company shall have the right, subject to Code Section 409A, to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Common Stock having a Fair Market Value on the date the tax is to be determined equal to no more than the maximum statutory withholding that would be imposed on the transaction. The Participant may also satisfy the withholding requirement by tendering a cash payment or delivering to the Company previously owned and unencumbered shares of Common Stock.

(b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility, and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (ii) does not commit to structure the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares of Common Stock and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement, or disposition.

10. No Right to Continued Employment. Neither the Award nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employment or service of the Company or any affiliate for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant’s employment or service at any time with or without Cause. The Participant acknowledges and agrees that any termination of the restrictions on the Restricted Stock Units awarded herein is earned only by continuing as an employee of the Company or an affiliate at the will of the Company or such affiliate, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being hired or being granted the Award.

11. The Plan. This Agreement is subject to all the terms, provisions, and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Restricted Stock Units subject to all of such terms and conditions.

12. Compliance with Laws and Regulations. The award of Restricted Stock Units shall be subject in all respects to all applicable federal and state laws, rules, and regulations and any registration, qualification, approvals, or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable, including all applicable requirements of any stock exchange on which the Company’s shares of Common Stock are listed.

13. Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered by hand or electronically by e-mail to the party for whom it is intended, (i) if to the Participant, to the current home address or e-mail address on file with the Company or delivered by hand personally to Participant and (ii) if to the Company, to the address of the Company’s corporate headquarters, currently located at 5 Sarnowski Drive, Glenville, New York 12302, or such other address to which the Company has moved its corporate headquarters, to such other address that the Company may specify from time to time in a notice sent to the Participant, in each case Attention: Human Resource Department.

14. Other Plans. The Participant acknowledges that any income derived from the Restricted Stock Units shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any affiliate of the Company, unless otherwise required by law and/or set forth in such other arrangements.

15. Recovery of Incentive Compensation. This Award of Restricted Stock Units and any cash or other compensation received by Participant pursuant to this Award that constitutes incentive-based compensation may be subject to recovery by the Company under any compensation recovery, recoupment or clawback policy that the Company may adopt from time to time, including without limitation any policy that the Company has adopted or is required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Company’s shares of Common Stock may be listed. Participant shall promptly return any such incentive-based compensation that the Company determines it is required to recover from Participant under any such policy.

16. Beneficiary Designation. The Participant may, pursuant to the Plan and on a form provided by the Company, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.

17. Governing Law; Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the choice of law principles thereof, except to the extent superseded by applicable United States federal law. The Participant hereby agrees to the exclusive jurisdiction and venue of the federal or state courts of New York, to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.

18. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

20. Participant Undertaking. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may in its judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Restricted Stock Units pursuant to the express provisions of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

		TrustCo Bank Corp NY

	By:
		Robert J. McCormick
		Chairman, President, and CEO

Accepted and agreed to:

Name:

Exhibit 10(gg)

2024

Directors Restricted Stock Unit Award Agreement

under the

TrustCo Bank Corp NY

Amended and Restated 2019 Equity Incentive Plan

This Directors Restricted Stock Unit Award Agreement (this “Agreement”) under the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan (the “Plan”), dated as of the Grant Date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the participant set forth in Paragraph 3 (the “Participant”). Unless defined herein, capitalized terms are as defined in the Plan.

The Award granted in this Agreement is contingent on the Participant agreeing to be bound by all of the terms and conditions of the Plan and this Agreement by signing and returning this Agreement to the Company on or before the close of business on the thirtieth business day after November 19, 2024 (that is, December 19, 2024). If the Participant fails to return a signed copy of this Agreement to the Company on or before such date, this Award will be deemed to be voided and withdrawn and, as such, of no force or effect.

21. Grant. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award (the “Award”) of the number of Restricted Stock Units set forth in Paragraph 3 (the “Restricted Stock Units”). Each Restricted Stock Unit shall represent the right to receive upon settlement an amount of cash equal to the Fair Market Value of one share of Common Stock of the Company, subject to the terms and conditions set forth in this Agreement.

22. Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

23. Award Summary.

	Participant
	Grant Date		November 19, 2024
	Number of Restricted Stock Units:
	Period of Restriction (“Vesting Date”):		November 19, 2025

24. Period of Restriction. The Award of Restricted Stock Units described in this Agreement shall be subject to the Period of Restriction as set forth in Paragraph 3. For purposes of this Agreement, “Period of Restriction” means the period of time after which the Award shall be deemed “vested” and settled in cash as provided in the Plan and this Agreement.

25. Restrictions on Transfer of Restricted Stock Units. Subject to any exceptions set forth in this Agreement, the Restricted Stock Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, or disposed of in any manner other than in accordance with the terms of the Plan.

26. Rights as a Shareholder. The Participant shall have no rights as a shareholder with respect to the Restricted Stock Units.

27. Separation from Service.

(b) Other Separation from Service. Unless the Compensation Committee of the Board of Directors of the Company (“Committee”), in its sole discretion and insofar as permitted by the Plan, determines otherwise, in the event of the Participant’s Separation from Service during the Period of Restriction for any reason other than those set forth in Paragraph 7(a) above, then any Restricted Stock Units still subject to the Period of Restriction at the date of such Separation from Service automatically shall be forfeited by the Participant, and all of the Participant’s rights to such unvested Restricted Stock Units shall immediately terminate without any payment or consideration by the Company.

28. Settlement of Restricted Stock Units. Subject to the provisions of the Plan (including, but not limited to, Section 13 of the Plan (Change in Control)), and this Agreement, after the Vesting Date as set forth in Paragraphs 3 or 7, as applicable, vested Restricted Stock Units will be settled in cash as soon as reasonably practicable following the Vesting Date; provided, however, that in no event shall such Restricted Stock Units be settled more than sixty (60) days after such Vesting Date. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on the Vesting Date. For purposes of this Agreement, the actual date of settlement for the vested Restricted Stock Units shall be known as the “Settlement Date.”

29. Tax Liability and Withholding.

(a) The Participant may be required to remit to the Company, and the Company shall have the right, subject to Code Section 409A, to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy any obligations for the payment of such withholding taxes.

(b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility, and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or settlement of the Restricted Stock Units; and (ii) does not commit to structure the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units and that the Participant has been advised to consult a tax advisor prior to such vesting or settlement.

30. No Right to Continued Director Service. Neither the Award nor any terms contained in this Agreement shall confer upon the Participant any express or implied right with respect to continuing the Participant’s service as a Director with the Company for any period, nor will they interfere in any way with the Participant’s right or the Company’s right (or the right of the Company’s stockholders) to terminate such relationship at any time, with or without cause, to the extent permitted by applicable law. The Participant acknowledges and agrees that any termination of the restrictions on the Restricted Stock Units awarded herein is earned only by continuing to serve as a Director of the Company, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being elected to the Board of Directors or being granted the Award.

31. The Plan. This Agreement is subject to all the terms, provisions, and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Restricted Stock Units subject to all of such terms and conditions.

32. Compliance with Laws and Regulations. The award of Restricted Stock Units shall be subject in all respects to all applicable federal and state laws, rules, and regulations and any registration, qualification, approvals, or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable, including all applicable requirements of any stock exchange on which the Company’s shares of Common Stock are listed.

33. Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered by hand or electronically by e-mail to the party for whom it is intended, (i) if to the Participant, to the current home address or e-mail address on file with the Company or delivered by hand personally to Participant and (ii) if to the Company, to the address of the Company’s corporate headquarters, currently located at 5 Sarnowski Drive, Glenville, New York 12302, or such other address to which the Company has moved its corporate headquarters, to such other address that the Company may specify from time to time in a notice sent to the Participant, in each case Attention: Human Resource Department.

34. Other Plans. The Participant acknowledges that any income derived from the Restricted Stock Units shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any affiliate of the Company unless otherwise required by law and/or set forth in such other arrangements.

35. Beneficiary Designation. The Participant may, pursuant to the Plan and on a form provided by the Company, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.

36. Governing Law; Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the choice of law principles thereof, except to the extent superseded by applicable United States federal law. The Participant hereby agrees to the exclusive jurisdiction and venue of the federal or state courts of New York, to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.

37. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

38. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

39. Participant Undertaking. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may in its judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Restricted Stock Units pursuant to the express provisions of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

		TrustCo Bank Corp NY

	By:

		Robert J. McCormick
		Chairman, President, and CEO

Accepted and agreed to:


Name:

Date:

Exhibit 13

TrustCo Bank Corp NY (the “Company,” or “TrustCo”) is a savings and loan holding company headquartered in Glenville, New York. The Company is headquartered in the Capital Region of New York State, and its principal subsidiary, Trustco Bank (the “Bank” or “Trustco”), operates 136 community banking offices and 154 Automatic Teller Machines throughout the Bank’s market areas. The Company serves 5 states and 34 counties with a broad range of community banking services.

Financial Highlights

(dollars in thousands, except per share data)	Years ended December 31,
	2024			2023			Percent Change
Income:
Net interest income	$	151,939		$	171,845			(11.58	)
Net Income		48,833			58,646			(16.73	)
Per Share:
Basic earnings		2.57			3.08			(16.56	)
Diluted earnings		2.57			3.08			(16.56	)
Book value at period end		35.56			33.92			4.83
Average Balances:
Assets		6,115,234			6,036,061			1.31
Loans, net		5,040,915			4,875,166			3.40
Deposits		5,286,032			5,219,554			1.27
Shareholders' equity		657,097			620,212			5.95
Financial Ratios:
Return on average assets		0.80	%		0.97	%		(17.53	)
Return on average equity		7.43			9.46			(21.46	)
Consolidated tier 1 capital to:
Total assets (leverage capital ratio)		11.05			10.78			2.50
Risk-adjusted assets		19.30			18.90			2.12
Common equity tier 1 capital ratio		19.30			18.90			2.12
Total capital to risk-adjusted assets		20.56			20.15			2.03
Allowance for credit losses on loans to nonperforming loans		2.67	x		2.75	x		(2.91	)
Efficiency ratio (GAAP)		61.55			58.53			5.16
Adjusted Efficiency ratio*		61.60	%		56.72	%		8.60
Dividend Payout ratio		56.09			46.71			20.08

Per Share information of common stock

	Basic Earnings		Diluted Earnings		Cash Dividend		Book Value		Range of Stock Price
									Range of Stock Price
									High		Low

2024
First quarter	$	0.64	$	0.64	$	0.36	$	34.12	$	31.19	$	26.38
Second quarter		0.66		0.66		0.36		34.46		29.65		25.91
Third quarter		0.68		0.68		0.36		35.19		35.74		27.81
Fourth quarter		0.59		0.59		0.36		35.56		37.96		31.83

2023
First quarter	$	0.93	$	0.93	$	0.36	$	32.31	$	38.70	$	31.72
Second quarter		0.86		0.86		0.36		32.66		31.76		27.43
Third quarter		0.77		0.77		0.36		32.80		31.11		26.50
Fourth quarter		0.52		0.52		0.36		33.92		31.91		24.62

* Adjusted Efficiency ratio is determined by a method other than in accordance with generally accepted accounting principles (“GAAP”). See the Non-GAAP Financial Measures Reconciliation presented herein.

Page 1 of 111

Table of Contents

Financial Highlights	1

President’s Message	3

Cautionary Note Regarding Forward-Looking Statements	4-6

Management’s Discussion and Analysis of Financial Condition and Results of Operations	7-35

Glossary of Terms	36-38

Management’s Report on Internal Control Over Financial Reporting	39

Consolidated Financial Statements and Notes	43-100

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 173)	40

Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022	43

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022	44

Consolidated Statements of Financial Condition as of December 31, 2024 and 2023	45

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022	46

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022	47

Notes to Consolidated Financial Statements	48

Branch Locations	101-106

Officers and Board of Directors	107-108

General Information	109-110

Stock Performance Graph	111

TrustCo Bank Corp NY Mission

The Mission of TrustCo Bank Corp NY is to be the premier hometown bank making financial dreams come true in the communities we serve. We achieve this through our commitment to excellence, treating all stakeholders fairly and with respect, while maintaining our tradition of being a pillar of strength.

Page 2 of 111

President’s Message

Dear Fellow Shareholder,

The essence of being an independent and strong hometown bank is having solid fundamentals. For Trustco Bank, this is more than just a catch phrase, they describes our very nature. Day in and day out, and quarter after quarter, our bankers deliver steady growth and superior service that combine to produce consistently strong results. Our team has an unwavering commitment to excellence and is dedicated to treating all of our stakeholders fairly and with respect. This is our mission.

Average deposits grew over the course of the year. Total average loans also grew, in significant measure due to the success of our effort to pivot our focus toward home equity credit lines. We did this to adjust for limited inventory of homes for sale in some markets and to work around other challenging elements of the lending environment. Originations of this product were up 19% over the prior year. We also grew commercial loans by 10% for the same period. Quality underwriting and attentive loan servicing are other fundamentals at which our team members excel and which contribute to our consistently strong results. Further, we maintained our best-in-peer group capital position – the strength upon which all other components rest. And we remained independent of easy-fix borrowings and other gimmicks.

Always looking forward, over the past year we rolled out a new business line providing banking services to the cannabis industry. We saw meaningful alignment between the financial needs of this industry and the Trustco Bank branch network and other infrastructure. We are working to establish ourselves as a leader in this space. We also renewed our contract with Fiserv for back-office support and added a number of technology features that will serve to enhance customer experience, and improve operational efficiency. Also looking toward the future, we purchased a new building in Longwood, Florida that will allow us to accommodate existing operations that have outgrown our current Florida headquarters and provide room for future growth.

More than anything else being an essential element of the hometown in the communities that we serve is fundamental for us. Last May we celebrated the 100^th anniversary of our branch location in the Mont Pleasant neighborhood in Schenectady, New York by giving away 100 bicycles to children who attend a neighborhood school. Mont Pleasant is a neighborhood that has been abandoned and forgotten by other businesses, but not by Trustco Bank. We also increased our support of Ronald McDonald House Charities, supporting the good works of that organization by naming a newly constructed home on their campus to provide housing and services to the families of hospitalized children.

Also with an eye toward the future, we promoted two long-tenured executives to growth-oriented roles. Robert Leonard was promoted to Chief Operating Officer and Kevin Curley was promoted to Chief Banking Officer. Between them, Bob and Kevin have over 70 years of experience at Trustco Bank. They have been charged with finding new ways to grow and improve upon our already excellent franchise. We also have expanded the roles of the next tier of leaders, ensuring that the bank will have robust leadership for many years to come.

Sadly, this year we lost Judge Barry Kramer, who was not only a great friend of the bank, serving as an advisor in our Wealth Management Department, but also a great man. Judge Kramer was a gifted athlete and a distinguished lawyer and judge. He will be missed.

We are proud of what we accomplished in 2024 because it represents the product of honest and skillful work by the many members of the Trustco Bank family. We look forward to the year to come because we have done the work necessary to build the fundamental skills that will carry us to success. As the owners of this great company, you can be assured that we are ready for what may come.

Very truly yours,

Robert J. McCormick

Chairman, President, and Chief Executive Officer

TrustCo Bank Corp NY

Page 3 of 111

Cautionary Note Regarding Forward‑Looking Statements

Statements included in this report and in future filings by TrustCo with the SEC, in TrustCo’s press releases, and in oral statements made with the approval of an authorized executive officer, that are not historical or current facts, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Forward‑looking statements can be identified by the use of such words as may, will, should, could, would, estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

The following important factors, among others, in some cases have affected and in the future could affect TrustCo’s actual results, and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward-looking statement:

Risks Related to Our Lending Activities

•

changes in interest rates may significantly impact our financial condition and results of operations;

•

external economic factors, such as changes in monetary policy and inflation and deflation, may have an adverse effect on our business, financial condition and results of operations.

•

we are exposed to credit risk in our lending activities;

•

weakness in the residential real estate markets could adversely affect our performance;

•

our commercial loan portfolio is increasing and the inherently higher risk of loss may lead to additional provisions for credit losses or charge-offs, which would negatively impact earnings and capital;

•

if our allowance for credit losses on loans is not sufficient to cover expected loan losses, our earnings could decrease;

•

we may not be able to meet the cash flow requirements of our depositors or borrowers or meet our operating cash needs to fund corporate expansion and other activities.

•

we are subject to claims and litigation pertaining to fiduciary responsibility and lender liability;

•

the strict enforcement of federal laws and regulations regarding cannabis could result in our inability to continue to provide financial products and services to customers that do business in the cannabis industry, legal action taken against us, or exposure to additional liabilities and compliance costs;

Risks Related to Our Operations

•

were are dependent upon the services of the management team;

•

our disclosure controls and procedures may not prevent or detect all errors or acts of fraud;

•

if the business continuity and disaster recovery plans that we have in place are not adequate to continue our operations in the event of a disaster, the business disruption can adversely impact its operations;

•

our risk management framework may not be effective in mitigating risk and loss;

•

new lines of business or new products and services may subject us to additional risks;

•

we are exposed to climate risk;

•

societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers;

•

Environmental, social and governance (ESG) and diversity, equity, and inclusion (DEI) risks could adversely affect our reputation and shareholder, employee, client, and third party relationships and may negatively affect our stock price;

Page 4 of 111

Risks Related to Market Conditions

•

a prolonged economic downturn, especially one affecting our geographic market area, will adversely affect our operations and financial results;

•

instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition;

•

any downgrade in the credit rating of the U.S. government or default by the U.S. government as a result of political conflicts over legislation to raise the U.S. government’s debt limit may have a material adverse effect on us;

•

the soundness of other financial institutions could adversely affect us;

•

any government shutdown could adversely affect the U.S. and global economy and our liquidity, financial condition and earnings;

•

the trust wealth management fees we receive may decrease as a result of poor investment performance, in either relative or absolute terms, which could decrease our revenues and net earnings;

Risks Related to Compliance and Regulation

•

regulatory capital rules could slow our growth, cause us to seek to raise additional capital, or both;

•

changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and our income;

•

we are subject to numerous laws designed to protect consumers, including the CRA and fair lending laws, and a failure to comply with these laws could lead to a wide variety of sanctions;

•

changes in cybersecurity or privacy regulations may increase our compliance costs, limit our ability to gain insight from data and lead to increased scrutiny;

•

restrictions on data collection and use may limit opportunities to gain business insights useful to running our business and offering innovative products and services;

•

non-compliance with the Bank Secrecy Act, or other laws and regulations could result in fines or sanctions;

•

changes in tax laws may adversely affect us, and the Internal Revenue Service or a court may disagree with our tax positions, which may result in adverse effects on our business, financial condition, and results of operations or cash flows;

•

our ability to pay dividends is subject to regulatory limitations and other limitations that may affect our ability to pay dividends to our stockholders or to repurchase our common stock;

•

we may be subject to a higher effective tax rate if Trustco Realty Corp. fails to qualify as a real estate investment trust;

•

changes in accounting standards could impact reported earnings;

Risks Related to Competition

•

strong competition within the Bank’s market areas could hurt profits and slow growth;

•

consumers and businesses are increasingly using non-banks to complete their financial transactions, which could adversely affect our business and results of operations;

Risks Related to Cybersecurity, Third Parties, and Technology

•

our business could be adversely affected by third-party service providers, data breaches, and cyber-attacks;

•

the development and use of artificial intelligence presents risks and challenges that may adversely impact our business;

•

a failure in or breach of our operational or security systems or infrastructure, or those of third parties, could disrupt our businesses, and adversely impact our results of operations, liquidity and financial condition, as well as cause reputational harm;

•

unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, could severely harm our business;

Page 5 of 111

•

we could suffer a material adverse impact from interruptions in the effective operation of, or security breaches affecting, our computer systems;

Risks Related to Ownership of Our Securities

•

provisions in our articles of incorporation and bylaws and New York law may discourage or prevent takeover attempts, and these provisions may have the effect of reducing the market price of our stock; and

•

we cannot guarantee that the allocation of capital to various alternatives, including stock repurchase plans, will enhance long-term stockholder value.

You should not rely upon forward-looking statements as predictions of future events. Although TrustCo believes that the expectations reflected in the forward‑looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events.

Page 6 of 111

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operations and financial condition for 2024, 2023 and 2022. This discussion should be read in conjunction with our audited financial statements included in “Consolidated Financial Statements and Notes” herein and Part I, Item 1, “Business” set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). The following analysis contains forward-looking statements about our future revenues, operating results and expectations. See “Cautionary Note Regarding Forward-Looking Statements” herein for a discussion of the risks, assumptions and uncertainties affecting these statements, as well as Part I, Item 1A. “Risk Factors” set forth in our 2024 Form 10-K.

To review our financial condition and results of operations for 2022 and a comparison between the 2022 and 2023 results, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Form 10-K filed with the SEC on March 11, 2024. Balances discussed are daily averages unless otherwise described.

Financial Review

In 2024, a year that was extraordinary for the economy and the markets, TrustCo continued to make great progress. In management’s view, the key results for 2024 are:

•	Net income after taxes was $48.8 million or $2.57 diluted earnings per share in 2024;

•	Period-end loans were up $95.2 million for 2024 compared to the prior year;

•	Period-end deposits were up $40.2 million for 2024 compared to the prior year;

•	Nonperforming assets was $21.0 million for 2024;

•	GAAP net interest income was $151.9 million in 2024;

•	At 61.55% and 61.60%, the efficiency ratio (GAAP) and adjusted efficiency ratio (non-GAAP), respectively, remained stronger than our peer group levels (see Non-GAAP Financial Measures Reconciliation); and

•	The regulatory capital levels of both the Company and the Bank continued to remain strong as of December 31, 2024, and the Bank continues to meet the definition of “well capitalized” for regulatory purposes.

Management believes that the Company was able to achieve these accomplishments, by executing its long-term plan focused on traditional lending criteria and sound balance sheet management. Achievement of specific business goals such as the continued expansion of loans, along with tight control of operating expenses and manageable levels of nonperforming assets, is fundamental to the long-term success of the Company as a whole.

Return on average equity was 7.43% in 2024 compared to 9.46% in 2023, while return on average assets was 0.80% in 2024 as compared to 0.97% in 2023.

The U.S. economy proved to be resilient during 2024, with the GDP growing during three out of the four quarters and consumer spending remaining strong. Commencing in March 2022, the Federal Open Market Committee (“FOMC”) increased the target range for the federal funds rate seven times in 2022 by a total of 425 basis points, and four times in 2023 by a total of 100 basis points, for a total of 525 basis points. All of these increases were expressly made in response to inflationary pressures. At its FOMC meeting in September 2024, the Federal Reserve implemented a 50 basis points rate cut resulting in a federal funds target rate range of 4.75 percent to 5.00 percent. The rate cut represented the first interest rate change in a year and the first rate cut in more than four years. The Federal Reserve subsequently cut the federal funds target rate another 25 basis points in November 2024 and again in December 2024 to a current range of 4.25 percent to 4.50 percent.

For the year ended 2024, the Dow Jones Industrial Average ended up 12.9%, and the S&P 500 Index also was up 23.3%, resulting in two straight years of growth for both indices. United States three-month Treasury bills experienced a decrease in rates ending the year at 4.37%, 21 basis points behind the ten-year Treasury yield at year-end of 4.58%. These yields compare to 2023 year-end yields of 5.45% for the three-month Treasury bills and 3.84% for the ten-year Treasury bills. These rates are important to the banking industry because deposit rates tend to track the changes in the shorter-term Treasury markets and the mortgage loan products tend to track with the ten-year Treasury yields. Beginning in 2024, the yield on the two-year Treasury bond was 4.26% and decreased 1 basis point during the year to close 2024 at 4.25% and the ten-year Treasury bond began 2024 at 3.84% and closed the year up 74 basis points to 4.58% at year-end. These rate changes have a significant implication to the broader economic cycle.

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While the FOMC has initiated a rate easing cycle, the range of potential rate paths over the coming year is wide and will ultimately be driven by the path of inflation, labor market performance and economic growth. In its January 2025 “Beige Book”, the Federal Reserve Bank noted that overall economic activity increased slightly to moderately in late November and December. In the Second District (including New York), regional banks reported that demand declined for all loan types, including business loans, consumer loans, and commercial and residential mortgages, as well as refinances, during the most recent reporting period; however, credit standards eased and delinquency rates improved. Deposit rates continued to decline. In the Sixth District (including Florida), construction, land development, and auto loans contracted modestly; all other major loan categories increased moderately. Asset quality remained stable with low levels of nonperforming loans as a percentage of total loans. Both deposit balances and borrowings by banks increased, as loan-to-deposit ratios fell amid rising loan growth. Cash balances grew in the Sixth District, outpacing asset growth.

TrustCo, like most other banking organizations, prices its liabilities (deposits and short-term borrowings) in relation to the shorter end of the Treasury maturity curve. The average for the three-month treasury was 10 basis points lower in 2024 than in 2023, with the median yield of 5.43% in 2024 down 1 basis point over the median yield in 2023. These trends generally reflect a decrease in the cost for deposit products that price in relation to the short-term treasury market yields. At the same time the average yield of the ten-year Treasury has increased to 4.21% in 2024, up 25 basis points from 2023 when the average was 3.96%. Generally longer-term loans are priced consistent with the changes in the ten-year Treasury markets. These two trends – lower shorter-term rates and an increase in longer-term rates – could result in an increase of new loan yields and a decrease in deposit yields.

In November 2023, the FDIC issued a final rule to implement a special assessment to recoup losses to the Deposit Insurance Fund associated with bank failures in the first half of 2023. Under the rule, the assessment base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion of uninsured deposits. The total amount of the special assessment is to be paid in ten equal quarterly installments that began with the invoice for the first quarter of 2024 (received in June 2024) and ends with the invoice for the second quarter of 2026. There will be no additional cost to TrustCo as a result of its uninsured deposits being under $5 billion.

Management believes that TrustCo’s long-term focus on traditional banking services has enabled the Company to avoid significant impact from asset quality problems, and the Company’s strong liquidity and solid capital positions have allowed the Company to continue to conduct business in a manner consistent with past practices. While we continue to adhere to prudent underwriting standards, should general housing prices and other economic measures, such as unemployment in the Company’s market areas, deteriorate as a result of unexpected changes, financial sector instability, a potential or actual default on the federal debt or other reasons, the Company may experience an increase in the level of credit risk and in the amount of its classified and nonperforming loans.

Overview

2024 results were marked by growth in the Company’s loan portfolio despite a challenging year for loan rates and housing prices. The loan portfolio grew to a total of $5.10 billion, an increase of $95 million or 1.9% over the 2023 year-end balance. Deposits ended 2024 at $5.39 billion, up from $5.35 billion the prior year-end. The year-over-year increase in loans reflects the success the Company has had in attracting customers to the Bank given its array of loan products. Management believes that the increase in deposits was driven by the Banks effective market and pricing strategy. Moreover, management believes that TrustCo’s success is predicated on providing core banking services to a wider number of customers and continuing to provide added services to existing customers where possible. Growing the customer base should contribute to continued growth of loans and a renewed growth of deposits, as well as growth in net interest income and non-interest income.

TrustCo earned $48.8 million in net income or $2.57 of diluted earnings per share for the year ended December 31, 2024, compared to $58.6 million in net income or $3.08 of diluted earnings per share for the year ended December 31, 2023.

During 2024, the following items had a significant effect on net income:

•	A decrease of $19.9 million in net interest income from 2023 to 2024 primarily as a result of the increase in interest expense reflecting the current interest rate environment;

•	an increase in the provision for credit losses of $750 thousand;

•	an increase in non-interest income of $1.5 million; and

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•	a decrease in non-interest expense of $5.6 million.

Management believes that TrustCo performed well in comparison to its peers with respect to a number of key performance ratios during 2024 and 2023, including:

•	Tier 1 risk-based capital ratio of 19.30% for 2024 and 18.90% for 2023, compared to medians of 12.41% in 2024 and 12.01% in 2024 for a peer group comprised of all publicly traded banks and thrifts tracked by S&P Global Market Intelligence with assets of $2 billion to $10 billion, and

•	an efficiency ratio and an adjusted efficiency ratio of 61.55% and 61.60% for 2024, and 58.53%and 56.72% for 2023, respectively, as calculated by S&P Global Market Intelligence, compared to the peer group medians of 61.84% in 2024 and 60.85% in 2023.

During 2024, TrustCo’s results were affected by loan growth and a changing interest rate environment. The decrease in net interest income was due to a 37 basis-point contraction in the net interest margin to 2.54% from 2.91%, partially offset by a $65.7 million, or 1.1%, increase in average interest-earning assets. The net interest margin contraction was due to a 79-basis point increase in the average cost of deposits, and was partially offset by a 24 basis-point increase in the loan portfolio yield to 4.08%. Average loan balances increased 3.4% from 2023 to 2024, while the total of average Federal Funds Sold and other short-term investments, available for sale securities and held to maturity securities decreased 9.8%. Average net loans increased to 84.4% of average earning assets in 2024 from 82.5% in 2023. On average for 2024, non-maturity deposits were 63.8% of total deposits, down from 72.5% in 2023. Overall, the cost of interest-bearing liabilities increased 78 basis points to 1.97% in 2024 as compared to 2023. The Company has traditionally sought to maintain a high liquidity position and taken a conservative stance in its investment portfolio through the use of relatively short-term securities.

Market interest rates moved significantly during the course of 2023 and 2024, with shorter-term three-month treasury rates decreasing year-over-year while the longer term ten-year rates increased, resulting in the slope of the yield curve returning to slightly positive by the end of 2024. The average daily spread between the ten-year Treasury and the two-year Treasury was negative 0.16 basis points in 2024, up from an average of negative 63 basis points in 2023. The spread between the ten-year Treasury and the two-year Treasury changed throughout the year and ended 2024 at a positive 33 basis points. Generally, a more positive slope in the yield curve is beneficial for the Company’s earnings derived from its core mix of loans and deposits.

The tables below illustrate the range of key Treasury bond interest rates during 2024 and 2023.

	3 Month T Bill (BEY) Yield(%)		2 Year T Note Yield(%)		5 Year T Note Yield(%)		10 Year T Note Yield(%)		10 Year - 2 Year Spread(%)
2024
Beginning of Year		5.45		4.26		3.83		3.84		(0.42	)
Peak		5.52		5.04		4.72		4.70		0.33
Trough		4.31		3.49		3.41		3.63		(0.47	)
End of Year		4.37		4.25		4.38		4.58		0.33
Average		5.18		4.37		4.13		4.21		(0.16	)
Median		5.43		4.37		4.17		4.25		(0.25	)

2023
Beginning of Year		4.42		4.41		3.99		3.88		(0.53	)
Peak		5.63		5.19		4.95		4.98		(0.13	)
Trough		4.52		3.75		3.29		3.30		(1.08	)
End of Year		5.45		4.26		3.83		3.84		(0.42	)
Average		5.28		4.58		4.06		3.96		(0.63	)
Median		5.44		4.68		4.06		3.86		(0.65	)

Source: www.treasury.gov

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TrustCo focuses on providing high quality service to the communities served by its branch network. The financial results for the Company are influenced by economic events that affect those communities, as well as national economic trends, primarily interest rates, affecting the entire banking industry.

The Company remains focused on building its customer relationships, and deposits and loans throughout its branch network, with a particular emphasis on the newest branches added to our network in recent years.

The Company continually looks for opportunities to open new offices each year by filling in or extending existing markets. The Company has experienced continued growth in all markets as measured by the growth in our loan balances. Branches in all geographies have the same products and features found at other Trustco Bank locations. Additionally, over the last several years the Company has made significant investments in its online and mobile banking platforms, including new automated tools. With a combination of competitive rates, excellent service, technology, and convenient locations, management believes that as branches mature, they will continue to attract deposit and loan customers. As expected, some branches have grown more rapidly than others. Generally, new bank branches continue to grow for years after being opened, although there is no specific time frame that could be characterized as typical. The Company also took the opportunity in 2024 to close four underperforming branches.

Asset/Liability Management

In managing its balance sheet, TrustCo utilizes funding and capital sources within credit, investment, interest rate, and liquidity risk guidelines established by management and approved by the Board of Directors. Loans and securities (including Federal Funds sold and other short-term investments) are the Company’s primary earning assets. Average interest earning assets were 97.7% and 97.9% of average total assets for 2024 and 2023, respectively.

TrustCo, through its management of liabilities, attempts to provide stable and flexible sources of funding within established liquidity and interest rate risk guidelines. This is accomplished through core deposit banking products offered within the markets served by the Company. TrustCo does not actively seek to attract out‑of‑area deposits or so‑called “hot money,” but rather focuses on core relationships with both depositors and borrowers.

TrustCo’s objectives in managing its balance sheet are to limit the sensitivity of net interest income to actual or potential changes in interest rates and to enhance profitability through strategies that should provide sufficient reward for predicted and controlled risk. The Company is deliberate in its efforts to maintain adequate liquidity under prevailing and projected economic conditions and to maintain an efficient and appropriate mix of core deposit relationships. The Company relies on traditional banking investment instruments and its large base of core deposits to help in asset and liability management. Predicting the impact of changing rates on the Company’s net interest income and net fair value of its balance sheet is complex and subject to uncertainty for a number of reasons. For example, in making a general assumption that rates will rise, a myriad of other assumptions regarding whether the slope of the yield curve remains the same or changes, whether the spreads of various loans, deposits and investments remain unchanged, widen or narrow and what changes occur in customer behavior all need to be made. The Company routinely models various rate change assumptions to determine expected impact on net interest income.

Interest Rates

TrustCo competes with other financial service providers based upon many factors including quality of service, convenience of operations and rates paid on deposits and charged on loans. The absolute level of interest rates, changes in rates and customers’ expectations with respect to the direction of interest rates have a significant impact on the volume of loan and deposit originations in any particular year.

Interest rates have a significant impact on the operations and financial results of all financial services companies. One of the most important interest rates used to control national economic policy is the “Federal Funds” rate. This is the interest rate utilized within the banking system for overnight borrowings for institutions with the highest credit rating. Commencing in March 2022, the FOMC increased the target range for the federal funds rate seven times in 2022 by a total of 425 basis points, and four times in 2023 by a total of 100 basis point, for a total of 525 basis points, to a range of 5.25% to 5.50% as of the end of 2023. All of these increases were expressly made in response to inflationary pressures. At its FOMC meeting in September 2024, the Federal Reserve implemented a 50 basis point cut resulting in a federal funds target rate range of 4.75 percent to 5.00 percent. The rate cut represented the first interest rate change in a year and the first rate cut in more than four years. The Federal Reserve subsequently cut the federal funds target rate another 25 basis points in November 2024 and again in December 2024 to a current range of 4.25 percent to 4.50 percent.

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The yield on the ten-year Treasury bond increased 74 basis points from 3.84% at the beginning of 2024 to the year‑end level of 4.58%. The rate on the ten-year Treasury bond and other long-term interest rates have a significant influence on the rates offered for new residential real estate loans. These changes in interest rates have an effect on the Company relative to the interest income on loans, securities, and Federal Funds sold and on other short-term instruments, as well as the interest expense on deposits and borrowings. Residential real estate loans and longer‑term investments are most affected by the changes in longer-term market interest rates such as the ten‑year Treasury. The Federal Funds sold portfolio and other short‑term investments are affected primarily by changes in the Federal Funds target rate. Deposit interest rates are most affected by short term market interest rates. Also, changes in interest rates have an effect on the recorded balance of the securities available for sale portfolio, which are recorded at fair value. Generally, as market interest rates decrease, the fair value of the securities will increase and the reverse is also generally applicable. Interest rates on new residential real estate loan originations are also influenced by the rates established by secondary market participants, such as Freddie Mac and Fannie Mae. The Company establishes rates that management determines are appropriate in light of the long-term nature of residential real estate loans while remaining competitive with the secondary market rates. The Company continued to originate loans for sale into the secondary market during 2024. We believe that this has allowed the Company to have greater flexibility with respect to mortgage rate volatility and the loans we choose to include in our portfolio. Higher market interest rates also generally increase the value of retail deposits.

The increase in the Federal Funds target range throughout 2022 and 2023, had a positive impact on earnings and on the Company’s cash position. The net effect of market changes in interest rates during 2020 was that yields earned on both the investment portfolios and loans remained quite low in 2020 and 2021 relative to historic levels, which also had driven down deposit costs. However, as interest rates had increased throughout 2022 and remained elevated in 2023, we experienced increased yields on our Federal Fund Sold and other short-term investments, investment portfolios, loans, and deposits. During the third and fourth quarters of 2024, the Federal Funds target range was lowered three times which management believes could provide opportunity for margin expansion if deposit yields fall at a faster pace than investment and loan yields.

Earning Assets

Average earning assets during 2024 were $6.0 billion, which was an increase of $65.7 million from 2023. This increase was primarily the result of an increase in net loans of $165.7 million, partially offset by a decreases in Federal Funds Sold and other short-term investments of $27.5 million and securities available for sale of $71.8 million. The increase in the average loan portfolio is primarily the result of an increase in commercial loans, residential mortgage loans, and home equity lines of credit. TrustCo continues to prioritize the growth of residential real estate loans throughout the Trustco Bank branch network through an effective marketing campaign, competitive rates, and closing costs.

Total average assets were $6.1 billion for 2024 and $6.0 billion for 2023.

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The table “Mix of Average Earning Assets” shows how the mix of the earning assets has changed over the last three years. While the growth in earning assets is critical to improved profitability, changes in the mix also have a significant impact on income levels, as discussed below.

MIX OF AVERAGE EARNING ASSETS

(dollars in thousands)							2024 vs. 2023			2023 vs. 2022			Components of Total Earning Assets
													Components of Total Earning Assets
	2024		2023		2022								2024			2023			2022
Loans, net	$	5,040,915	$	4,875,166	$	4,551,281	$	165,749		$	323,885			84.3	%		82.5	%		75.7
Securities available for sale (1):
U.S. government sponsored enterprises		105,729		121,574		89,557		(15,845	)		32,017			1.8			2.1			1.5
State and political subdivisions		25		33		41		(8	)		(8	)		-			-			-
Mortgage-backed securities and collateralized mortgage obligations-residential		247,466		275,565		284,901		(28,099	)		(9,336	)		4.1			4.7			4.7
Corporate bonds		58,447		82,865		78,266		(24,418	)		4,599			1.0			1.4			1.3
Small Business Administration-guaranteed participation securities		17,003		20,410		26,679		(3,407	)		(6,269	)		0.3			0.3			0.4
Other		698		686		686		12			-			-			-			-
Total securities available for sale		429,368		501,133		480,130		(71,765	)		21,003			7.2			8.5			7.9

Held-to-maturity securities
Mortgage-backed securities and collateralized mortgage obligations-residential		5,916		7,053		8,647		(1,137	)		(1,594	)		0.1			0.1			0.1
Total held-to-maturity securities		5,916		7,053		8,647		(1,137	)		(1,594	)		0.1			0.1			0.1
Federal Reserve Bank and Federal Home Loan Bank stock		6,389		6,018		5,749		371			269			0.1			0.1			0.1
Federal funds sold and other short-term investments		493,546		521,021		969,043		(27,475	)		(448,022	)		8.3			8.8			16.2
Total earning assets	$	5,976,134	$	5,910,391	$	6,014,850	$	65,743		$	(104,459	)		100.0	%		100.0	%		100.0

(1) The average balances of securities available for sale are presented using amortized cost for these securities.

Loans

In 2024, the Company experienced another year of loan growth. The $95.2 million increase or 1.9% in the Company’s gross loan portfolio from December 31, 2023 to December 31, 2024 was primarily due to higher balances in commercial and residential loan categories. Average loans increased $165.7 million during 2024 to $5.04 billion. Interest income on the loan portfolio increased to $205.6 million in 2024 from $187.5 million in 2023. The average yield increased 24 basis points to 4.08% in 2024 compared to 3.84% in 2023.

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LOAN PORTFOLIO

(dollars in thousands)	As of December 31,
	2024					2023					2022
	Amount		Percent			Amount		Percent			Amount		Percent
Commercial	$	267,805		5.3	%	$	252,479		5.0	%	$	208,737		4.4	%
Real estate - construction		29,724		0.6			29,053		0.6			36,351		0.8
Real estate - mortgage		4,377,630		85.8			4,357,046		87.2			4,189,374		88.5
Home equity lines of credit		409,261		8.0			347,415		6.9			286,432		6.0
Installment loans		13,638		0.3			16,886		0.3			12,307		0.3
Total loans		5,098,058		100.0	%		5,002,879		100.0	%		4,733,201		100.0	%
Less: Allowance for loan losses		50,248					48,578					46,032
Net loans (1)	$	5,047,810				$	4,954,301				$	4,687,169

	Average Balances
	2024					2023					2022					2021					2020
	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent
Commercial	$	260,522		5.20	%	$	234,011		4.8	%	$	185,314		4.1	%	$	193,370		4.5	%	$	203,314		4.9	%
Real estate - construction		29,388		0.60			32,702		0.7			36,815		0.8			31,014		0.7			26,641		0.6
Real estate - mortgage		4,361,238		86.50			4,279,194		87.8			4,065,135		89.3			3,870,097		89.2			3,667,909		88.2
Home equity lines of credit		374,841		7.40			313,914		6.4			254,168		5.6			233,628		5.4			255,583		6.1
Installment loans		14,926		0.30			15,345		0.3			9,849		0.2			8,725		0.2			9,952		0.2

Total loans		5,040,915		100.0	%		4,875,166		100.0	%		4,551,281		100.0	%		4,336,834		100.0	%		4,163,399		100.0	%
Less: Allowance for loan losses		49,648					46,971					46,124					49,421					47,330
Net loans (1)	$	4,991,267				$	4,828,195				$	4,505,157				$	4,287,413				$	4,116,069

(1) Presented net of deferred direct loan origination fees and costs.

Through marketing, pricing, and a customer-friendly service delivery network, TrustCo has attempted to distinguish itself from other mortgage lenders by highlighting the uniqueness of its loan products, as well as by offering competitive interest rates to expand the loan portfolio. Specifically, key selling points such as low closing costs, no private mortgage insurance for qualified borrowers, quick loan decisions, and fast closings were identified and marketed to prospective customers. The average balance of residential real estate mortgage loans was approximately $4.37 billion in 2024 and approximately $4.29 billion in 2023. Income on residential real estate loans increased to $165.5 million in 2024 from $154.2 million in 2023. The yield on the portfolio increased from 3.60% in 2023 to 3.79% in 2024. The vast majority of TrustCo’s real estate loans are secured by properties within the Bank’s market areas.

TrustCo does not make subprime loans or purchase investments collateralized by subprime loans. A loan may be considered subprime for a number of reasons, but effectively subprime loans are loans where the certainty of repayment of principal and interest is lower than for a traditional prime loan due to the structure of the loan itself, the credit worthiness of the borrower, the underwriting standards of the lender, or some combination of these. For instance, adjustable loans underwritten at initial low “teaser” rates instead of the fully indexed rate and loans to borrowers with poor payment history would generally be classified as subprime. TrustCo underwrites its loan originations in a traditional manner, focusing on key factors that have proven to result in good credit decisions, rather than relying on automated systems or basing decisions primarily on one factor, such as a borrower’s credit score.

Average commercial loans increased by $24.9 million from $255.7 million in 2023 to $280.6 million in 2024. Average commercial loans included $19.0 million and $21.0 million of commercial real estate construction loans in 2024 and 2023, respectively. The average yield on the commercial loan portfolio increased to 5.38% for 2024 from 5.20% in 2023, primarily as a result of higher interest rates on originations and repricing of variable rate loans due to the current interest rate environment. Interest income on commercial loans was $15.1 million in 2024 compared to $13.3 million in 2023, up also primarily as a result of the interest rate environment and more originations.

TrustCo’s commercial lending activities are focused on balancing the Company’s commitment to meeting the credit needs of businesses in its market areas with the necessity of managing its credit risk. In accordance with these goals, the Company has consistently emphasized the origination of loans within its market areas. TrustCo’s commercial loan portfolio contains no foreign loans, nor does it contain any significant concentrations of credit to any single borrower or industry. The Capital Region commercial loan portfolio reflects the diversity of businesses found in the market area, including light manufacturing, retail, service, and real estate-related businesses. Commercial loans made in the downstate New York market area and in the central Florida market area also reflect the businesses in those areas, with a focus on real estate. TrustCo strives to maintain strong asset quality in all segments of its loan portfolio, especially commercial loans. There is significant competition for commercial loans in the Bank’s market regions.

During 2024, the average balance of home equity credit lines was $374.8 million, an increase from $313.9 million in 2023. Trustco Bank competes with both regional and national companies for these lines of credit and faces stiff competition with respect to interest rates, closing costs, and customer service for these loans. TrustCo continuously reviews changes made by competitors with respect to the home equity credit line product and adjusts its offerings to remain competitive while meeting evolving needs. TrustCo’s average yield on this portfolio was 6.39% for 2024 and 6.03% for 2023 reflecting increases in the prime lending rate that occurred in 2024 and 2023. Interest income on home equity credit lines increased from $18.9 million in 2023 to $23.9 million in 2024. Management would expect that a decline in interest rates during 2025 should increase demand for residential mortgages, including home equity credit lines.

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At December 31, 2024 and 2023, the Company had approximately $29.7 million and $29.1 million of real estate construction loans, respectively. Of the $29.7 million in real estate construction loans at December 31, 2024, approximately $10.7 million was secured by first mortgages to residential borrowers with the remaining $19.0 million were loans to commercial borrowers for residential construction projects. Of the $29.1 million in real estate construction loans at December 31, 2023, approximately $8.0 million was secured by first mortgages to residential borrowers with the remaining $21.1 million comprised of loans to commercial borrowers for residential construction projects. The vast majority of the Company’s construction loans are in the Company’s New York market.

LOAN MATURITY SCHEDULE

The following table sets forth the maturities of our loan portfolio at December 31, 2024. Loans having no stated maturity and overdrafts are shown as due in one year or less. Loans are stated in the following table at contractual maturity and actual maturities could differ due to prepayments.

(dollars in thousands)	Amounts Due:
									Total Due
	Within 1 Year		1 to 5 Years		5 to 15 Years		Over 15 Years		After 1 Year		Total
Commercial	$	9,010	$	62,220	$	166,899	$	29,171	$	258,290	$	267,300
Commercial - other		6,768		4,342		8,447		-		12,789		19,557
First Mortgage		12,681		11,386		480,316		3,827,180		4,318,882		4,331,563
Home Equity Loans		76		2,002		25,955		28,706		56,663		56,739
Home Equity Lines of Credit		9,262		171,008		167,019		61,972		399,999		409,261
Installment		1,788		10,648		1,202		-		11,850		13,638
	$	39,585	$	261,606	$	849,838	$	3,947,029	$	5,058,473	$	5,098,058

The following table shows the loans as of December 31, 2024 due after December 31, 2025 according to type and loan category:

(dollars in thousands)	Fixed Rates		Floating or Adjustable Rates		Total

Commercial	$	258,290		-	$	258,290
Commercial - other		12,789		-		12,789
First Mortgage		4,318,882		-		4,318,882
Home Equity Loans		56,663		-		56,663
Home Equity Lines of Credit		-		399,999		399,999
Installment		11,850		-		11,850
	$	4,658,474	$	399,999	$	5,058,473

Page 14 of 111

INVESTMENT SECURITIES

The following table sets forth the amortized cost and fair value of our securities portfolio at the dates indicated:

(dollars in thousands)	As of December 31,
	2024				2023				2022
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Securities available for sale:
U. S. government sponsored enterprises	$	86,833	$	85,617	$	121,728	$	118,668	$	124,123	$	118,187
State and political subdivisions		18		18		26		26		34		34
Mortgage backed securities and collateralized mortgage obligations-residential		239,420		213,128		263,182		237,677		291,431		260,316
Corporate bonds		45,033		44,581		80,150		78,052		85,641		81,346
Small Business Adminstration-guaranteed participation securities		15,471		14,141		18,740		17,186		23,115		20,977
Other		688		700		687		680		686		653
Total securities available for sale		387,463		358,185		484,513		452,289		525,030		481,513
Held to maturity securities:
Mortgage backed securities and collateralized mortgage obligations-residential		5,365		5,306		6,458		6,396		7,707		7,580
Total held to maturity securities		5,365		5,306		6,458		6,396		7,707		7,580
Total investment securities	$	392,828	$	363,491	$	490,971	$	458,685	$	532,737	$	489,093

Securities Available for Sale:

The portfolio of securities available for sale is designed to provide a stable source of interest income and liquidity. The portfolio is also managed by the Company to take advantage of changes in interest rates and is particularly important in providing greater flexibility in the current volatile interest rate environment. The securities available for sale portfolio is managed under a policy detailing the types and characteristics acceptable in the portfolio. Mortgage backed securities and collateralized mortgage obligations held in the portfolio include only pass‑throughs issued by United States government agencies or sponsored enterprises.

Holdings of various types of securities may vary from year‑to‑year depending on management’s assessment of relative risk and reward, and also due to the timing of calls, maturities, prepayments and purchases. Holdings of both municipal and corporate securities are subject to additional monitoring requirements under current regulations, adding to the costs of owning those securities.

Proceeds from sales, calls and maturities of securities available for sale have been typically invested in higher yielding assets, such as loans, or temporarily held in Federal Funds sold and other short-term investments until deployed to fund future loan growth or future investment opportunities.

The designation of securities as “available for sale” is made at the time of purchase, based upon management’s intent and ability to hold the securities for an indefinite period of time. These securities are available for sale in response to changes in market interest rates, related changes in prepayment risk, needs for liquidity, or changes in the availability of and yield on alternative investments. At December 31, 2024, some securities in this portfolio had fair values that were less than the amortized cost due to changes in interest rates and market conditions and not related to the credit condition of the issuers. At December 31, 2024, the Company did not intend to sell, and it is not likely that the Company will be required to sell, these securities before market recovery. Accordingly, at December 31, 2024 due to elevated market interest rates, the net fair value of the investment securities portfolio was below amortized cost and unrealized losses were not credit related.

At December 31, 2024, the carrying value of securities available for sale amounted to $358.2 million, compared to $452.3 million at year-end 2023. For 2024, the average balance of securities available for sale was $429.4 million with an average yield of 2.54%, compared to an average balance in 2023 of $501.1 million with an average yield of 2.27%. The income earned on the securities available for sale portfolio in 2024 was $10.9 million, compared to $11.4 million earned in 2023.

Securities available for sale are recorded at their fair value, with any unrealized gains or losses, net of taxes, recognized as a component of shareholders’ equity. Average balances of securities available for sale are stated at amortized cost. At December 31, 2024, the fair value of TrustCo’s portfolio of securities available for sale carried gross unrealized gains of approximately $130 thousand and gross unrealized losses of approximately $29.4 million. At December 31, 2023, the fair value of TrustCo’s portfolio of securities available for sale carried gross unrealized gains of approximately $286 thousand and gross unrealized losses of approximately $32.5 million. As previously noted, in both periods, unrealized losses were related to market interest rate levels and were not credit related.

Page 15 of 111

Held to Maturity Securities

At December 31, 2024, the Company held $5.4 million of held to maturity securities, compared to $6.5 million at December 31, 2023. For 2024, the average balance of held to maturity securities was $5.9 million, compared to $7.1 million in 2023. Similar to securities available for sale, cash flow from these securities has been reinvested in higher yielding assets, such as loans, or temporarily held in Federal Funds Sold and other short-term investments to fund future loan growth or future investment opportunities. The average yield on held to maturity securities increased slightly from 4.20% in 2023 to 4.29% in 2024 due primarily to changes in average lives from normal pay downs and prepayments on the mortgage-backed securities held in the portfolio. Interest income on held to maturity securities declined from $296 thousand in 2023 to $254 thousand in 2024, reflecting the decline in average balances. Held to maturity securities are recorded at amortized cost. The fair value of these securities as of December 31, 2024 was $5.3 million.

The designation of securities as “held to maturity” is made at the time of purchase, based upon management’s intent and ability to hold the securities until final maturity. At December 31, 2024 there were $104 thousand of unrecognized losses and $45 thousand of unrecognized gains on securities in this portfolio.

Equity Securities

During the second quarter of 2024, Visa Inc. accepted the Company’s tender of its 6,528 shares of Visa Class B-1 common stock in exchange for a combination of Visa Class B-2 common stock and Visa Class C common stock. As a result, the Company marked its Visa Class C common stock to fair value and recorded an unrealized gain of $1.4 million. The Visa Class C common stock was sold during the year, thus resulting in no remaining carrying value on the Company’s Statement of Financial Condition. The Company originally obtained the shares in 2008. The carrying value of Visa B-2 shares is nominal as of December 31, 2024.

Securities Gains

During 2024 TrustCo recognized net gain on the sale of equity securities of $1.4 million as described above. During 2023 and 2022, TrustCo did not recognize any net gains from securities transactions. There were no sales or transfers of held to maturity securities in 2024, 2023 or 2022.

TrustCo has not invested in any exotic investment products such as interest rate swaps, forward placement contracts, or other instruments commonly referred to as derivatives. In addition, the Company has not invested in securities backed by subprime mortgages or in collateralized debt obligations (CDOs). By actively managing a portfolio of high quality securities, TrustCo believes it can meet the objectives of asset/liability management and liquidity, while at the same time producing a reasonably predictable earnings stream.

Securities pledged totaled $149.5 million, which results in $213.9 million in unpledged securities. In addition to unpledged securities, TrustCo had $641.8 million of cash and cash equivalents and borrowing capacity of $938.4 million as of December 31, 2024.

Page 16 of 111

SECURITIES PORTFOLIO MATURITY DISTRIBUTION AND YIELD

(dollars in thousands)	As of December 31, 2024
	Maturing:
Debt securities available for sale:	Within 1 Year			After 1 But Within 5 Years		After 5 But Within 10 Years		After 10 Years		Total

U. S. government sponsored enterprises
Amortized cost	$	25,000		$	49,833	$	12,000	$	-	$	86,833
Fair Value		24,933			48,723		11,961		-		85,617
Weighted average yield		2.01	%		2.56		5.13		-		2.75
State and political subdivisions
Amortized cost		9			9		-		-		18
Fair Value		9			9		-		-		18
Weighted average yield		5.28	%		5.29		-		-		5.29
Mortgage backed securities and collateralized mortgage obligations-residential
Amortized cost		1,722			127,190		110,508		-		239,420
Fair Value		1,666			115,812		95,650		-		213,128
Weighted average yield		2.69	%		2.42		3.15		-		2.76
Corporate bonds
Amortized cost		45,033			-		-		-		45,033
Fair Value		44,581			-		-		-		44,581
Weighted average yield		2.67	%		-		-		-		2.67
Small Business Administration-guaranteed participation securities
Amortized cost		4,344			11,127		-		-		15,471
Fair Value		3,949			10,192		-		-		14,141
Weighted average yield		2.07	%		2.25		-		-		2.20
Other
Amortized cost		88			600		-		-		688
Fair Value		100			600		-		-		700
Weighted average yield		3.16	%		4.53		-		-		4.35
Total securities available for sale
Amortized cost	$	76,196		$	188,759	$	122,508	$	-	$	387,463
Fair Value	$	75,238		$	175,336	$	107,611	$	-	$	358,185
Weighted average yield		2.62	%		2.44		3.34		-		2.73

Held to maturity securities:
Mortgage backed securities and collateralized mortgage obligations-residential
Amortized cost	$	-		$	52	$	1,876	$	3,437	$	5,365
Fair Value		-			51		1,781		3,474		5,306
Weighted average yield		-	%		3.38		2.93		5.60		4.65
Total held to maturity securities
Amortized cost	$	-		$	52	$	1,876	$	3,437		5,365
Fair Value	$	-		$	51	$	1,781	$	3,474	$	5,306
Weighted average yield		-	%		3.38		2.93		5.60		4.65

Weighted average yields have not been adjusted for any tax-equivalent factor.

Maturity and Call Dates of Securities

Many of the securities in the Company’s portfolios have a call date in addition to the stated maturity date. Call dates allow the issuer to redeem the bonds prior to maturity at specified dates and at predetermined prices. Normally, securities are redeemed at the call date when the issuer can reissue the security at a lower interest rate. Therefore, for cash flow, liquidity and interest rate risk management purposes, it is important for TrustCo to monitor both maturity dates and call dates. Given the current interest rate environment, the probability of future calls will depend on market interest rate levels. The tables labeled “Securities Portfolio Maturity and Call Date Distribution,” show the distribution, based on both final maturity and call date of each security, broken out by the available for sale and held to maturity portfolios as of December 31, 2024. Mortgage backed securities, collateralized mortgage obligations and Small Business Administration securities are reported using an estimate of average life. Actual maturities may differ from contractual maturities because of securities’ prepayments and the right of certain issuers to call or prepay their obligations without penalty. The table, “Securities Portfolio Maturity Distribution and Yield,” shows the distribution of maturities for each of the securities portfolios, based on final maturity, as well as the average yields at December 31, 2024 on each type/maturity grouping.

Page 17 of 111

SECURITIES PORTFOLIO MATURITY AND CALL DATE DISTRIBUTION

Debt securities available for sale:

(dollars in thousands)	As of December 31, 2024
	Based on Final Maturity				Based on Call Date
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Within 1 year	$	70,130	$	69,623	$	138,029	$	135,922
1 to 5 years		51,284		50,147		138,926		126,613
5 to 10 years		83,693		78,295		110,508		95,650
After 10 years		182,356		160,120		-		-
Total debt securities available for sale	$	387,463	$	358,185	$	387,463	$	358,185

Held to maturity securities:

(dollars in thousands)	As of December 31, 2024
	Based on Final Maturity				Based on Call Date
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Within 1 year	$	-	$	-	$	266	$	263
1 to 5 years		52		51		2,933		2,847
5 to 10 years		1,876		1,781		2,166		2,196
After 10 years		3,437		3,474		-		-
Total held to maturity securities	$	5,365	$	5,306	$	5,365	$	5,306

Federal Funds Sold and Other Short-term Investments

During 2024, the average balance of Federal Funds sold and other short-term investments was $493.5 million, a decrease from $521.0 million in 2023. The average rate earned on these assets was 5.26% in 2024 and 5.10% in 2023. TrustCo utilizes this category of earning assets as a means of maintaining strong liquidity. The Federal Funds sold and other short-term investments portfolio is significantly affected by changes in the target Federal Funds rate, as are virtually all short-term interest-sensitive instruments.

The year-end balance of Federal Funds sold and other short-term investments was approximately $594.4 million for 2024, compared to $528.7 million at year-end 2023. While yields on investment securities with acceptable risk characteristics were insufficient to justify shifting overnight liquidity into other investment types during 2024, some funds were shifted into higher yielding loans. Management will continue to evaluate the overall level of Federal Funds sold and other short-term investments in 2025 and make appropriate adjustments based upon market opportunities and interest rates.

Funding Sources

TrustCo utilizes various traditional sources of funds to support its earning asset portfolio. The table, “Mix of Average Sources of Funding,” presents the various categories of funds used and the corresponding average balances for each of the last three years.

Deposits: Average total deposits were approximately $5.3 billion in 2024, compared to approximately $5.2 billion in 2023, an increase of $66.5 million. Changes in deposit categories (average balances 2024 versus 2023) included: demand deposits down $45.2 million, interest-bearing checking deposits down $69.5 million, savings down $195.8 million, money market down $96.8 million and time deposits up $473.8 million. While many customers remain in one product type for many years, others may move funds between product types to maximize the yield earned or as a result of increased or decreased liquidity needs. The balance in time deposits over $250 thousand is not the result of any incentive pricing as TrustCo does not offer premium rates on large certificates of deposit.

Page 18 of 111

The Company has been proactive in retaining deposits, which is evident since total deposits have increased since December 31, 2023. Total deposits as of December 31, 2024 increased $40.2 million to $5.39 billion compared to $5.35 billion as of December 31, 2023. As we move forward, TrustCo’s objective is to continue to encourage customers to retain these funds in the expanded product offerings of the Bank through aggressive marketing and product differentiation.

MIX OF AVERAGE SOURCES OF FUNDING

(dollars in thousands)	2024		2023		2022		2024 vs. 2023			2023 vs. 2022			Components of Total Funding
													Components of Total Funding
													2024			2023			2022

Retail deposits
Demand deposits	$	738,816	$	784,021	$	838,944	$	(45,205	)	$	(54,923	)		13.7	%		14.7	%		15.3
Savings		1,128,190		1,323,995		1,553,016		(195,805	)		(229,021	)		21.0			24.8			28.3
Time deposits under $250 thousand		1,395,126		1,057,048		755,842		338,078			301,206			26.0			19.8			13.8
Interest bearing checking accounts		998,501		1,067,972		1,190,337		(69,471	)		(122,365	)		18.6			20.0			21.7
Money market deposits		509,409		606,230		745,714		(96,821	)		(139,484	)		9.5			11.4			13.6
Total retail deposits		4,770,042		4,839,266		5,083,853		(69,224	)		(244,587	)		88.8			90.7			92.7
Time deposits over $250 thousand		515,990		380,288		218,586		135,702			161,702			9.6			7.1			4.0
Short-term borrowings		89,707		114,639		177,599		(24,932	)		(62,960	)		1.6			2.2			3.3
Total purchased liabilities		605,697		494,927		396,185		110,770			98,742			11.2			9.3			7.3
Total sources of funding	$	5,375,739	$	5,334,193	$	5,480,038	$	41,546		$	(145,845	)		100.0	%		100.0	%		100.0

Page 19 of 111

AVERAGE BALANCES, YIELDS AND NET INTEREST MARGINS

(dollars in thousands)	2024								2023								2022
	Average Balance			Interest Income/ Expense		Average Rate			Average Balance			Interest Income/ Expense		Average Rate			Average Balance			Interest Income/ Expense		Average Rate
Assets
Loans, net	$	5,040,915		$	205,600		4.08	%	$	4,875,166		$	187,456		3.84	%	$	4,551,281		$	162,214		3.56	%

Securities available for sale:
U.S. government sponsored enterprises		105,729			3,213		3.04			121,574			2,805		2.31			89,557			1,405		1.57
State and political subdivisions		25			1		6.69			33			2		6.71			41			2		6.66
Mortgage backed securities and collateralized mortgage obligations-residential		247,466			5,760		2.33			275,565			6,146		2.23			284,901			5,677		1.99
Corporate bonds		58,447			1,557		2.66			82,865			1,987		2.40			78,266			1,804		2.31
Small Business Administration- guaranteed participation securities		17,003			368		2.17			20,410			437		2.14			26,679			551		2.07
Other		698			13		1.86			686			10		1.46			686			9		1.31
Total securities available for sale		429,368			10,912		2.54			501,133			11,387		2.27			480,130			9,448		1.97
Held to maturity securities:
Mortgage backed securities and collateralized mortgage obligations-residential		5,916			254		4.29			7,053			296		4.20			8,647			343		3.97
Total held to maturity securities		5,916			254		4.29			7,053			296		4.20			8,647			343		3.97
Federal Reserve Bank and Federal Home
Loan Bank stock		6,389			604		9.45			6,018			500		8.31			5,749			305		5.31
Federal funds sold and other short-term investments		493,546			25,946		5.26			521,021			26,567		5.10			969,043			14,292		1.47
Total interest earning assets		5,976,134			243,316		4.07	%		5,910,391			226,206		3.83	%		6,014,850			186,602		3.10	%
Allowance for loan losses		(49,648	)							(46,971	)							(46,124	)
Cash and noninterest earning assets		188,748								172,641								190,278
Total assets	$	6,115,234							$	6,036,061							$	6,159,004
Liabilities and shareholders' equity
Interest bearing deposits:
Interest bearing checking accounts	$	998,501			1,236		0.12	%	$	1,067,972			382		0.04	%	$	1,190,337			190		0.02	%
Savings		1,128,190			2,876		0.25			1,323,995			2,531		0.19			1,553,016			920		0.06
Time deposits and money markets		2,420,525			86,474		3.57			2,043,566			50,439		2.47			1,720,142			4,617		0.27
Total interest bearing deposits		4,547,216			90,586		1.99			4,435,533			53,352		1.20			4,463,495			5,727		0.13
Short-term borrowings		89,707			791		0.88			114,639			1,009		0.88			177,599			740		0.42
Total interest bearing liabilities		4,636,923			91,377		1.97	%		4,550,172			54,361		1.19	%		4,641,094			6,467		0.14	%
Demand deposits		738,816								784,021								838,944
Other liabilities		82,398								81,656								81,880
Shareholders' equity		657,097								620,212								597,086
Total liabilities and shareholders' equity	$	6,115,234							$	6,036,061							$	6,159,004
Net interest income					151,939								171,845								180,135
Taxable equivalent adjustment					-								-								1
Net interest income (Non-GAAP)*				$	151,939							$	171,845							$	180,136
Net interest spread							2.10	%							2.64	%							2.96	%
Net interest margin (net interest income to total interest earnings assets)							2.54								2.91								2.99

* Net interest income (non-GAAP) is determined by a method other than in accordance with GAAP. See the Non-GAAP Financial Measures Reconciliation presented herein.

Portions of income earned on certain commercial loans, obligations of states and political subdivisions, and equity securities are exempt from federal and/or state taxation. Appropriate adjustments have been made to reflect the equivalent amount of taxable income that would have been necessary to generate an equal amount of after tax income. Federal and state tax rates used to calculate income tax on a tax equivalent basis were 21% and 6%, respectively, for 2024, 2023 and 2022. The average balances of securities available for sale and held to maturity were calculated using amortized costs. Included in the average balance of shareholders’ equity is $30.1 million, $30.7 million, and $22.0 million in 2024, 2023, and 2022, respectively, of net unrealized loss, net of tax, in the available for sale securities portfolio. The gross amounts of the net unrealized income (loss) has been included in cash and noninterest earning assets. Nonaccrual loans are included in average loans.

The overall cost of interest bearing deposits increased as a result of higher deposit rates throughout the year as a result of the current interest rate environment. The Company strives to maintain competitive rates on deposit accounts and to attract customers through a combination of competitive interest rates, quality customer service, and convenient banking locations. In this fashion, management believes TrustCo is able to attract deposit customers looking for a long-term banking relationship and to cross-sell banking services utilizing the deposit account relationship as the starting point.

Page 20 of 111

Other Funding Sources

Other Funding Sources: The Company had $89.7 million of average short‑term borrowings outstanding during 2024, compared to $114.6 million in 2023. The decrease over the prior year is attributable to customer behavior and the products they choose. These borrowings represent customer repurchase accounts, which behave more like deposit accounts than traditional borrowings. The average cost of short-term borrowings was consistent at 0.88% in both 2024 and 2023. The lower balance in 2024 resulted in a reduction of interest expense to approximately $791 thousand in 2024, compared to $1.0 million in 2023.

AVERAGE DEPOSITS BY TYPE OF DEPOSITOR

(dollars in thousands)	Years ended December 31,
	2024		2023		2022		2021		2020
Individuals, partnerships and corporations	$	5,261,526	$	5,195,100	$	5,262,996	$	5,144,071	$	4,700,635
States and political subdivisions		5,055		5,421		14,854		15,761		15,709
Other (certified and official checks, etc.)		19,451		19,033		24,589		28,515		26,108
Total average deposits by type of depositor	$	5,286,032	$	5,219,554	$	5,302,439	$	5,188,347	$	4,742,452

MATURITY OF TIME DEPOSITS IN EXCESS OF THE FDIC INSURANCE LIMIT

(dollars in thousands)
	As of December 31, 2024

Under 3 months	$	267,267
3 to 6 months		94,288
6 to 12 months		105,919
Over 12 months		93,817

Total	$	561,291

As of December 31, 2024 and 2023, approximately $1.11 billion and $1.03 billion, respectively, of our deposit portfolio was uninsured. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank's regulatory reporting requirements.

Page 21 of 111

VOLUME AND YIELD ANALYSIS

(dollars in thousands)	2024 vs. 2023									2023 vs. 2022
	Increase (Decrease)				Due to Volume		Due to Rate			Increase (Decrease)			Due to Volume			Due to Rate
Interest income:
Federal funds sold and other short-term investments	$	(621	)	$	(1,428	)	$	807		$	12,275		$	(9,179	)	$	21,454
Trading securities (taxable)		-			-			-			-			-			-
Securities available for sale:
Taxable		(474	)		(1,752	)		1,278			1,939			389			1,550
Tax-exempt		(1	)		(1	)		-			-			-			-
Total securities available for sale		(475	)		(1,753	)		1,278			1,939			389			1,550
Held to maturity securities (taxable)		(42	)		(49	)		7			(47	)		(65	)		18
Federal Reserve Bank and Federal Home Loan Bank stock		104			32			72			195			15			180
Loans, net		18,144			8,070			10,074			25,242			13,228			12,014
Total interest income		17,110			4,872			12,238			39,604			4,388			35,216

Interest expense:
Interest bearing checking accounts		854			(27	)		881			192			(22	)		214
Savings		345			(412	)		757			1,611			(155	)		1,766
Time deposits and money markets		36,035			15,281			20,754			45,822			2,217			43,605
Short-term borrowings		(218	)		(220	)		2			269			(333	)		602
Total interest expense		37,016			14,622			22,394			47,894			1,707			46,187
Net interest income		(19,906	)		(9,750	)		(10,156	)		(8,290	)		2,681			(10,971	)
Tax equivalent adjustment		-			-			-			(1	)		(1	)		-
Net interest income (TE)*	$	(19,906	)	$	(9,750	)	$	(10,156	)	$	(8,291	)	$	2,680		$	(10,971	)

* Net interest income (TE) is determined by a method other than in accordance with GAAP. See the Non-GAAP Financial Measures Reconciliation presented herein.

Capital Resources

Consistent with its long-term goal of operating a sound and profitable financial organization, TrustCo strives to maintain strong capital ratios and to qualify Trustco Bank as a well-capitalized institution in accordance with federal regulatory requirements. Historically, most of the Company’s capital requirements have been provided through retained earnings.

Both TrustCo and Trustco Bank are subject to regulatory capital requirements. The regulatory capital rules require a Tier 1 leverage ratio of 4.0% of consolidated assets, a common equity Tier 1 minimum capital requirement of 4.5% of risk-weighted assets, a minimum Tier 1 capital to risk-based assets requirement of 6.0% of risk-weighted assets, and a total risk-based capital ratio or 8.0% of risk-weighted assets. In addition, the Company and the Bank are required to maintain additional levels of Tier 1 common equity (known as the capital conservation buffer) above the minimum risk-based capital levels in order to avoid restrictions on dividends, share repurchases, or payment of discretionary bonuses.

As of December 31, 2024, the capital levels of both TrustCo and the Bank exceeded the minimum standards, including with the capital conservation buffer taken into account.

Under the OCC’s “prompt corrective action” regulations, a bank is deemed to be “well-capitalized” when its CET1, Tier 1, total risk-based, and leverage capital ratios are at least 6.5%, 8%, 10%, and 5%, respectively. A bank is deemed to be “adequately capitalized” or better if its capital ratios meet or exceed the minimum federal regulatory capital requirements, and “undercapitalized” if it fails to meet these minimal capital requirements. A bank is “significantly undercapitalized” if its CET1, Tier 1, total risk-based and leverage capital ratios fall below 3%, 4%, 6%, and 3%, respectively and “critically undercapitalized” if the institution has a ratio of tangible equity to total assets that is equal to or less than 2%. At December 31, 2024 and 2023, Trustco Bank met the definition of “well-capitalized.”

In January 2020, the federal bank regulatory agencies have adopted rules creating a “community bank leverage ratio” framework designed to simplify capital requirements for qualifying banks and bank or thrift holding companies. Although TrustCo would qualify to take advantage of the community bank leverage ratio framework, it decided not to opt into the framework.

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The Company’s dividend payout ratio was 56.09% of net income in 2024 and 46.71% of net income in 2023. The per-share dividend paid was $1.44 in both 2024 and 2023. The Company’s ability to pay dividends to its shareholders is dependent upon the ability of the Bank to pay dividends to the Company. The payment of dividends by the Bank to the Company is subject to continued compliance with minimum regulatory capital requirements.

TrustCo’s consolidated Tier 1 risk-based capital was 19.30% of risk-adjusted assets at December 31, 2024, and 18.90% of risk‑adjusted assets at December 31, 2023. Consolidated Tier 1 capital to assets (leverage ratio) at December 31, 2024 was 11.05%, as compared to 10.78% at year-end 2023. Note 14 to the financial statements includes information on all regulatory capital ratios.

TrustCo maintains a dividend reinvestment and stock purchase plan (DRSPP) with approximately 6,284 participants. During 2024, $2.1 million of dividends paid on the shares held in this plan were reinvested in shares of the Company. The DRSPP also allows for additional purchases of stock by participants and has a discount feature (up to 5%) that can be activated by management as a tool to raise capital. To date, the discount feature has not been utilized.

On March 17, 2023 the Company’s Board of Directors authorized, and the Company announced, another share repurchase program of up to 200,000 shares, or approximately 1% of its currently outstanding common stock. There were no repurchases during 2023. On March 29, 2024 the Company’s Board of Directors authorized, and the Company announced, another share repurchase program of up to 200,000 shares, or approximately 1% of its currently outstanding common stock. During the twelve months ended December 31, 2024, the Company repurchased a total of 14,000 shares at an average price per share of $26.68 for a total of $374,000 under its Board authorized share repurchase program.

Risk Management

The responsibility for balance sheet risk management oversight is the function of the Company’s Asset Allocation Committee. The Committee meets monthly and includes the executive officers of the Company as well as other department managers as appropriate. The meetings include a review of balance sheet structure, formulation of strategy in light of anticipated economic conditions, and comparison to Board-established guidelines to control exposures to various types of risk.

Credit Risk

Credit risk is managed through a network of loan officer authorities, review committees, loan policies, and oversight from the senior executives of the Company. In addition, the Company utilizes an independent loan review function to evaluate management’s loan grading of non-homogeneous loans. Management follows a policy of continually identifying, analyzing, and evaluating the credit risk inherent in the loan portfolio. As a result of management’s ongoing reviews of the loan portfolio, loans are placed in non-accrual status, either due to the delinquent status of the principal and/or interest payments, or based on a judgment by management that, although payment of principal and/or interest is current, such action is prudent. Thereafter, no interest is taken into income unless received in cash or until such time as the borrower demonstrates a sustained ability to make scheduled payments of interest and principal.

Management has also developed policies and procedures to monitor the credit risk in relation to the Federal Funds sold portfolio. TrustCo maintains an approved list of third party banks to which Trustco can sell Federal Funds and monitors the credit rating and capital levels of those institutions. At December 31, 2024, virtually all of the Federal Funds sold and other short-term investments were funds on deposit at the Federal Reserve Bank of New York (“FRBNY”) and the Federal Home Loan Bank of New York (“FHLBNY”). The Company also monitors the credit ratings on its investment securities and performs initial and periodic reviews of financial information for the issuers of corporate and municipal bonds.

Nonperforming Assets

Nonperforming assets include loans in non-accrual status, restructured loans, loans past due by three payments or more and still accruing interest, and foreclosed real estate properties.

Nonperforming assets at year-end 2024 and 2023 totaled $21.0 million and $17.9 million, respectively. Nonperforming loans as a percentage of the total loan portfolio were 0.37% in 2024 and 0.35% in 2023. As of December 31, 2024 and 2023, there were $8.9 million and $7.5 million, respectively, of loans in non-accruing status that were less than 90 days past due.

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At December 31, 2024, nonperforming loans included a mix of commercial and residential loans. Of the total nonperforming loans of $18.8 million, $18.3 were residential real estate loans and $343 thousand were commercial loans. Economic conditions generally improved as compared to the prior year. The majority of the Company’s loan portfolio continues to come from its historical market area in Upstate New York. As of December 31, 2024, 64.3% of loans are in New York, including both the Upstate and Downstate areas, as well as nominal loan balances in adjoining states. The remaining 35.7% of the loan portfolio are Florida loans. At December 31, 2024, 19.6% of nonperforming loans were in Florida and 80.4% were in the Company’s New York area markets. At December 31, 2024 nonperforming Florida loans amounted to $3.7 million compared to $2.6 million at December 31, 2023.

(dollars in thousands)	As of December 31,
	2024			2023			2022			2021			2020
Loans in non-accrual status	$	18,800		$	17,663		$	17,483		$	18,739		$	21,061
Restructured retail loans		-			3			10			17			23
Total nonperforming loans		18,800			17,666			17,493			18,756			21,084
Other real estate owned		2,175			194			2,061			362			541
Total nonperforming assets	$	20,975		$	17,860		$	19,554		$	19,118		$	21,625
Allowance for credit losses on loans	$	50,248		$	48,578		$	46,032		$	44,267		$	49,595
Allowance coverage of nonperforming loans		2.67	x		2.75	x		2.63	x		2.36	x		2.35	x
Allowance for credit losses on loans to nonaccrual loans		2.67	x		2.75	x		2.63	x		2.36	x		2.35	x
Nonperforming loans as a % of total loans		0.37	%		0.35	%		0.37	%		0.42	%		0.50	%
Nonperforming assets as a % of total assets		0.34	%		0.29	%		0.33	%		0.31	%		0.37	%
Non-accrual loans to total loans outstanding		0.37	%		0.35	%		0.37	%		0.42	%		0.50	%

The Company places loans on non-accrual at the time the loan is 90 days delinquent unless facts and circumstances warrant classification of non-accrual even if the borrower is not 90 days past due.

Ongoing portfolio management is intended to result in early identification and disengagement from deteriorating credits. TrustCo has a diversified loan portfolio that includes a significant balance of residential mortgage loans to borrowers in the Capital Region of New York and avoids concentrations to any one borrower or any single industry.

There are inherent risks associated with lending; however based on its review of the loan portfolio, including loans classified as nonperforming, management is aware of no other loans in the portfolio that pose significant risk of the eventual non-collection of principal and interest. As of December 31, 2024, there were no other loans classified for regulatory purposes that management reasonably expects will materially impact future operating results, liquidity, or capital resources. TrustCo has no advances to borrowers or projects located outside the United States. The Bank makes loans to executive officers, directors and to associates of such persons in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions.

At year-end 2024 and 2023 there were $2.2 million and $194 thousand of foreclosed real estate, respectively. We generally initiate foreclosure proceedings on real estate loans when a loan enters non-accrual status based upon non-payment, unless the borrower is paying in accordance with an agreed upon modified payment agreement. We obtain an updated appraisal upon the commencement of legal action to calculate a potential collateral shortfall and to reserve appropriately for the potential loss. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure action is completed, the property securing the loan is transferred to Other Real Estate Owned (“OREO”). We generally attempt to utilize all available remedies, such as note sales in lieu of foreclosure, in an effort to resolve non-accrual loans and OREO properties as quickly and prudently as possible in consideration of market conditions, the physical condition of the property and any other mitigating circumstances. We have not initiated any expected or imminent foreclosure proceedings that are likely to have a material adverse impact on our consolidated financial statements. In the event that a non-accrual loan is subsequently brought current, it is returned to accrual status once the doubt concerning collectability has been removed and the borrower has demonstrated performance in accordance with the loan terms and conditions for a period of generally at least six months. Although the length of time to complete a foreclosure has remained elevated in recent years, TrustCo, as a portfolio lender, has generally not encountered issues such as lost notes and other documents, which have been a problem in the foreclosure process for many other mortgagees.

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Allowance for Credit Losses on Loans

On January 1, 2022, the Company adopted ASU 2016-13, "Financial Instruments - Credit Losses" (referred to as “CECL” and as Accounting Standards Codification Topic 326 (“ASC 326”)). Under this standard, allowances have been established for loans and commitments to lend. The allowance for credit losses on loans (“ACLL”) replaces the previous allowance for loan losses (“ALL”). Upon adoption of CECL, the ACLL increased by $2.4 million to $46.6 million from $44.3 at December 31, 2021 under the ALL. The allowance for credit losses on unfunded commitments (“ACLUC’) increased from $18 thousand to $2.4 million and is recorded in accrued expenses and other liabilities. The Company recorded a net decrease to undivided profits of $3.5 million, net of $1.2 million in deferred tax balances as of January 1, 2022 for the cumulative effect of adopting CECL.

During the year ended December 31, 2024, the Company enhanced its ACLL calculation. The enhancement was completed on the heels of our previously utilized forecast period and continued periods of minimal losses. The enhancement produces more granular results of expected loan loss, incorporates more extensive peer historical loss data, and allows for a more efficient process. This enhancement did not result in a material impact to the Company’s financial statements. The primary reason for the Company’s change in methodology relates to continued periods of low to minimal losses and to gain operational efficiencies in the allowance process. The Company did not change how quantitative losses are calculated, i.e. utilizing a discounted cash flow approach, rather we enhanced the discounted cash flow calculation to incorporate peer data and updated our forecast and reversion periods. Since the adoption of CECL, the Company has been estimating the quantitative reserves based on internal data and an 8-quarter forecast and immediate reversion. As described above, we are now utilizing peer data, given our continued low to minimal loss history, and using baseline scenario with a 4-quarter forecast and 4-quarter straight line reversion to produce reasonable and supportable results. The estimate of expected credit losses are based on relevant information about current conditions, past events, and reasonable and supportable forecasts regarding collectability of the reported amounts. In order to estimate the expected credit losses for loans, the Company utilized a discounted cash flow model which calculated a historical loss rate for each of the identified loan segments. The historical loss rates were then adjusted with qualitative factors. The Company uses the regulatory interagency qualitative framework under a weighted scorecard approach. The weighted scorecard approach considers each qualitative factor with respect to risks in the Company’s portfolio and the economic environment, weighting is assigned based on the Company’s evaluation and understanding of the underlying risks and economic conditions within each portfolio segment. The determination of qualitative factors involves significant judgement and subjective measurement.

The ACLL reflects management's estimate of expected credit losses over the life of the loan portfolio. The ACLL level is influenced by past events and current conditions, as well as reasonable and supportable forecasts of future economic conditions. The ACLL level is updated quarterly based on the latest available information and assumptions. During the year ended December 31, 2024, the Company’s ACLL calculation incorporated the following:

•

The use of a Discounted Cash Flow Methodology using the probability of default and loss given default approach, incorporating peer data.

•

Reasonable and supportable forecast period, which is based on a Moody's baseline scenario for four quarters.

•

Reversion period, which is the period after the forecast period when the ACLL factors revert to historical averages, using a four-quarter straight line reversion.

•

Qualitative considerations, which are adjustments to the ACLL quantitative reserves to account for changes in various internal and external factors that affect the credit quality of the loan portfolio, were allocated utilizing a weighted scorecard framework. The qualitative factors utilized are based on regulatory (interagency) guidelines.

For the year ended December 31, 2024, the Company recorded a provision for credit losses of $2.0 million, which includes a provision for credit losses on loans of $1.9 million as a result of a combination of factors such as loan growth, peer loss data and economic conditions, and a provision for credit losses on unfunded commitments of $100 thousand as a result of a corresponding increase in unfunded commitments. For the year ended December 31, 2023, the Company recorded a provision for credit losses of $1.3 million, which includes a provision for credit losses on loans of $2.5 million as a result of increased unemployment forecast offset by a sustained low level of NPL’s and actual charge-offs, and a benefit for credit losses on unfunded commitments of $1.3 million as a result of a corresponding decrease in unfunded commitments. For the year ended December 31, 2022, the Company recorded a credit to the provision for credit losses of $341 thousand, which included a credit to the provision for credit losses on loans of $900 thousand as a result of improving unemployment, housing price forecasts and a sustained low level of NPLs and charge-offs, and a provision for credit losses on unfunded commitments of $659 thousand as a result of a corresponding increase in unfunded commitments.

The Company evaluates several external forecasts in choosing the forecast element for the economic components of the allowance for credit losses on loans. The Company selected the Moody’s baseline forecast scenario for December 31, 2024 for economic modeling.

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As of December 31, 2024, the Company utilized Moody's baseline scenario model to assess economic conditions. This model incorporates recent developments, including the presidential election in November 2024 and subsequent policy implementations. Key considerations include the administration's introduction of tariffs, which may influence trade dynamics and inflation. Additionally, the Federal Reserve's recent indications of a higher-than-expected inflation rate at the end of 2024 suggest potential adjustments in monetary policy. The Company also acknowledges ongoing geopolitical tensions, such as the conflicts in the Middle East and the Russia-Ukraine situation, which continue to pose risks to market stability. Recognizing that actual outcomes may diverge from the baseline scenario, the Company has incorporated qualitative considerations to account for uncertainties in economic conditions and additional risk factors not fully captured by the quantitative model.

See Notes 1 and 4 of the consolidated financial statements for additional discussion related to the adoption of CECL, and the process for determining the provision for credit losses.

The table, “Summary of Loan Loss Experience”, includes an analysis of the changes to the allowance for the past five years. Net loans charged off (recovered) in 2024 and 2023 were $230 thousand and $(46) thousand, respectively. The increase in net charge-offs was primarily the result of an increase number of gross charge-offs in the Florida commercial segment of the portfolio partially offset by more recoveries in the New York residential segment. New York commercial, residential, and installment gross recoveries were down $129 thousand, up $283 thousand, and down $11 thousand, respectively, from 2024 to 2023. Total gross charge-offs in 2024 were $939 thousand versus $547 thousand in 2023. The increase in gross charge-offs was primarily the result of the Florida commercial charge-offs increasing $314 thousand in 2024, and New York commercial charge-offs increasing $127 thousand from 2024 to 2023. Residential gross charge-offs decreased $43 thousand from 2024 to 2023 and gross installment charge‑offs decreased $6 thousand from 2024 to 2023. The changes in gross and net charge-offs in these categories reflected economic and real estate market changes.

Conditions in most of the Bank’s market areas are stabilizing or improving as compared to 2023; however, should general economic conditions weaken and/or real estate values begin to decline, the level of problem loans may increase, as would the level of the provision for credit losses.

SUMMARY OF LOAN LOSS EXPERIENCE

(dollars in thousands)
	2024			2023			2022			2021			2020
Amount of loans outstanding at end of year (less unearned income)	$	5,098,058		$	5,002,879		$	4,733,201		$	4,438,779		$	4,244,470
Average loans outstanding during year (less average unearned income)		5,040,915			4,875,166			4,551,281			4,336,834			4,163,399
Balance of allowance at beginning of year		48,578			46,032			44,267			49,595			44,317
Impact of ASU 2016-13, Current Expected Credit Loss (CECL)		-			-			2,353			-			-
Balance as of January 1, 2022 as adjusted for ASU 2016-13		48,578			46,032			46,620			49,595			44,317

Loans charged off:
Commercial and commercial real estate		441			-			40			30			36
Real estate mortgage - 1 to 4 family		328			371			24			340			404
Installment		170			176			88			60			221
Total		939			547			152			430			661
Recoveries of loans previously charged off:
Commercial and commercial real estate		-			129			4			32			10
Real estate mortgage - 1 to 4 family		675			417			450			466			317
Installment		34			47			10			54			12
Total		709			593			464			552			339
Net loan chargeoffs (recoveries)		230			(46	)		(312	)		(122	)		322
Provision (credit) for credit losses on loans		1,900			2,500			(900	)		(5,450	)		5,600
Balance of allowance at end of year	$	50,248		$	48,578		$	46,032		$	44,267		$	49,595

Net charge offs as a percent of average loans outstanding during year (less average unearned income)		0.00	%		0.00	%		(0.01	)%		-	%		0.01	%

Allowance as a percent of loans outstanding at end of year		0.99			0.97			0.97			1.00			1.17

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The following table presents the ratio of net charge-offs (recoveries) to average loans outstanding by loan category, along with the components of the calculation, for the periods indicated:

	For the Years Ended December 31,
(dollars in thousands)	2024								2023								2022
	Net charge-offs (recoveries)			Average loans outstanding		Net charge- offs as a percent of average loans outstanding			Net charge-offs (recoveries)			Average loans outstanding		Net charge- offs as a percent of average loans outstanding			Net charge-offs (recoveries)			Average loans outstanding		Net charge- offs as a percent of average loans outstanding

Commercial	$	441		$	280,566		0.16	%	$	(129	)	$	255,666		0.05	%	$	36		$	206,144		0.02	%
Real estate mortgage - 1 to 4 family		(347	)		4,745,423		-0.01	%		(46	)		4,604,155		0.00	%		(426	)		4,335,288		-0.01	%
Installment		136			14,926		0.91	%		129			15,345		0.84	%		78			9,849		0.79	%
Total net (recoveries) chargeoffs	$	230		$	5,040,915		0.00	%	$	(46	)	$	4,875,166		0.00	%	$	(312	)	$	4,551,281		-0.01	%

Our loan portfolio experienced an annualized net charge-off rate of 0.00% for the year ended December 31, 2024 flat from the year ended December 31, 2023.

Allocation of the Allowance for Credit Losses on Loans

The allocation of the allowance for credit loss on loans is as follows:

(dollars in thousands)	As of December 31, 2024					As of December 31, 2023
	Amount		Percent of Loans to Total Loans			Amount		Percent of Loans to Total Loans
Commercial	$	3,195		5.25	%	$	2,519		5.05	%
Real estate - construction		328		0.58	%		291		0.58	%
Real estate mortgage - 1 to 4 family		40,866		85.87	%		40,745		87.09	%
Home equity lines of credit		5,667		8.03	%		4,805		6.94	%
Installment Loans		192		0.27	%		218		0.34	%
	$	50,248		100.00	%	$	48,578		100.00	%

MARKET RISK

The Company’s principal exposure to market risk is with respect to interest rate risk. Interest rate risk is the potential for economic loss due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current market value.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

TrustCo realizes income principally from the difference or spread between the interest earned on loans, investments and other interest-earning assets and the interest paid on deposits and borrowings. Loan volume and yield, as well as the volume of and rates on investments, deposits and borrowings are affected by market interest rates. Additionally, because of the terms and conditions of many of the loan documents and deposit accounts, a change in interest rates could also affect the projected maturities of the loan portfolio and/or the deposit base.

In monitoring interest rate risk, management focuses on evaluating the levels of net interest income and the fair value of capital in varying interest rate cycles within Board-approved policy limits. Interest rate risk management also must take into consideration, among other factors, the Company’s overall credit, operating income, operating cost, and capital profile. The Asset Allocation Committee, which includes all members of executive management and reports quarterly to the Board of Directors, monitors and manages interest rate risk to maintain an acceptable level of potential net interest income and change in the fair value of capital as a result of changes in market interest rates.

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The Company uses a third party industry standard simulation model as the primary tool to identify, quantify and project changes in interest rates and the impact on the balance sheet and forecasted net interest income. The model utilizes assumptions with respect to cash flows and prepayment speeds taken both from industry sources and internally generated data based upon historical trends in the Bank’s balance sheet. Assumptions based on the historical behavior of deposit rates and balances in relation to changes in market interest rates are also incorporated into the model. This model calculates a fair value amount with respect to non-time deposit categories, since these deposits are part of the core deposit products of the Company. All changes in income are measured as percentage changes from the projected net interest income at the base interest rate scenario. Various estimates regarding prepayment assumptions are made at each level of rate shock. However, prepayment penalty income is excluded from this analysis. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure the fair value of capital or precisely predict the impact of fluctuations in interest rates on the fair value of capital. Actual results could differ from these estimates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit repricing characteristics including decay rates, and correlations to movements in interest rates, and should not be relied on as indicative of actual results. Our model requires us to make certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. However, we also apply consistent parallel yield curve shifts (in both directions) to determine possible changes in net interest income if the theoretical yield curve shifts occurred gradually. Net interest income analysis also adjusts the asset and liability repricing analysis based on changes in prepayment rates resulting from the parallel yield curve shifts. In addition, the net portfolio value and net interest income information presented assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assume that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities.

Using this model, the fair values of capital projections as of December 31, 2024 are referenced below. The base case scenario shows the present estimate of the fair value of capital assuming no change in the operating environment or operating strategies and no change in interest rates from those existing in the marketplace as of December 31, 2024. The table indicates the impact on the fair value of capital assuming interest rates were to instantaneously increase and decrease by 100, 200, 300 and 400 basis points (BP), assuming the yield curve of the rate shocks will be parallel to each other.

(dollars in thousands)	December 31, 2024
						1 to 12 Months					13 to 24 Months
Change in Interest Rates	$ Amount of EVE		% Change in EVE			$ Amount of NII		% Change In NII			$ Amount of NII		% Change In NII

+400 BP		1,017,206		-26.8	%		146,487		-15.1	%		157,503		-17.8	%
+300 BP		1,074,687		-22.6	%		152,179		-11.8	%		163,625		-14.6	%
+200 BP		1,131,318		-18.6	%		157,863		-8.5	%		169,763		-11.4	%
+100 BP		1,290,356		-7.1	%		165,875		-3.9	%		182,489		-4.7	%
Current rates		1,389,173		0.0	%		172,598		0.0	%		191,561		0.0	%
-100 BP		1,414,204		1.8	%		176,684		2.4	%		195,705		2.2	%
-200 BP		1,375,226		-1.0	%		178,576		3.5	%		195,457		2.0	%
-300 BP		1,291,656		-7.0	%		178,106		3.2	%		190,864		-0.4	%
-400 BP		1,169,300		-15.8	%		175,397		1.6	%		183,764		-4.1	%

At December 31, 2024, the Company’s consolidated Tier 1 capital to assets ratio (leverage capital ratio) was 11.05%.

The fair value of capital is calculated as the fair value of assets less the fair value of liabilities in the interest rate scenario presented. The fair value of capital in the current rate environment is 24.3% of the fair value of assets, whereas the current Tier 1 capital to assets ratio was 11.05% at December 31, 2024, as noted. The significant difference between these two capital ratios reflects the impact that a fair value calculation can have on the capital ratios of a company. The fair value of capital calculations take into consideration the fair value of deposits, including those deposits considered core deposits, along with the fair value of assets such as the loan portfolio.

A secondary method to identify and manage the interest rate risk profile is the static gap analysis. Interest sensitivity gap analysis measures the difference between the assets and liabilities repricing or maturing within specific time periods. An asset‑sensitive position indicates that there are more rate-sensitive assets than rate‑sensitive liabilities repricing or maturing within specific time periods, which would generally imply a favorable impact on net interest income in periods of rising interest rates and a negative impact in periods of falling rates. A liability‑sensitive position would generally imply a negative impact on net interest income in periods of rising rates and a positive impact in periods of falling rates.

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Static gap analysis has limitations because it cannot measure precisely the effect of interest rate movements and competitive pressures on the repricing and maturity characteristics of interest-earning assets and interest-bearing liabilities. In addition, a significant portion of the interest sensitive assets are fixed rate with relatively long lives whereas the interest-bearing liabilities are not subject to these same limitations. As a result, certain assets and liabilities may in fact reprice at different times and at different volumes than the static gap analysis would indicate. The Company has deemphasized the use of gap analysis in favor of the more advanced methods provided by the previously noted model, including the sensitivity of the economic value of equity and net interest income.

The Company recognizes the relatively long-term nature of the fixed rate residential loan portfolio. To fund those long‑term assets, the Company cultivates long-term deposit relationships (often called core deposits). These core deposit relationships tend to be longer-term in nature and not as susceptible to changes in interest rates. Core deposit balances, along with substantial levels of short‑term liquid assets allows the Company to take on certain interest rate risk with respect to the fixed rate loans on its balance sheet.

In practice, the optionality imbedded in many of the Company’s assets and liabilities, along with other limitations such as differing timing between changes in rates on varying assets and liabilities limits the effectiveness of static gap analysis. Thus, the table should be viewed as a rough framework in the evaluation of interest rate risk. Management takes these factors, and others, into consideration when reviewing the Bank’s gap position and establishing its asset/liability management strategy. As noted, the simulation model is better able to consider these aspects of the Bank’s exposure to potential interest rate changes and thus is viewed as the more important of the two methodologies.

The table, “Interest Rate Sensitivity,” presents an analysis of the interest-sensitivity gap position at December 31, 2024. All interest-earning assets and interest-bearing liabilities are shown based upon their contractual maturity or repricing date adjusted for forecasted prepayment rates. Asset prepayment and liability repricing periods are selected after considering the current rate environment, industry prepayment information and data specific to the Company. The interest rate sensitivity table indicates that TrustCo is liability sensitive on a cumulative basis when measured in the less than 1 year time frame, and asset sensitive when measured in the 1-5 year and the over 5 year time frames. The effect of being liability sensitive is that rising interest rates should result in liabilities repricing to higher levels faster than assets repricing to higher levels, thus decreasing net interest income. Conversely, should interest rates decline, the Company’s interest bearing liabilities would reprice down faster than assets, resulting in higher net interest income. The effect of being asset sensitive is that rising interest rates should result in assets repricing to higher levels faster than liabilities repricing to higher levels, thus increasing net interest income. Conversely, should interest rates decline, the Company’s interest bearing assets would reprice down faster than liabilities, resulting in lower net interest income.

INTEREST RATE SENSITIVITY

(dollars in thousands)	At December 31, 2024
	Repricing in:
	Less than 1 year			1-5 years			Over 5 years			Rate Insensitive		Total
Total assets	$	1,552,897			2,453,717			2,044,117			188,013		6,238,744
Cumulative total assets	$	1,552,897			4,006,614			6,050,731			6,238,744
Total liabilities and shareholders' equity	$	2,486,984			105,593			2,881,678			764,489		6,238,744
Cumulative total liabilities and shareholders' equity	$	2,486,984			2,592,577			5,474,255			6,238,744

Cumulative interest sensitivity gap	$	(934,087	)		1,414,037			576,476
Cumulative gap as a % of interest earning assets for the period		(60.2	%)		35.3	%		9.5	%
Cumulative interest sensitive assets to liabilities		62.4	%		154.5	%		110.5	%

Liquidity Risk

Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations in a cost-effective manner and to meet current and future potential obligations such as loan commitments, lease obligations, and unexpected deposit outflows. See “Risk Factors – Risks Related to Our Lending Activities – We may not be able to meet the cash flow requirements of our depositors or borrowers or meet our operating cash needs to fund corporate expansion and other activities” in the 2024 Form 10-K.

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TrustCo seeks to obtain favorable funding sources and to maintain prudent levels of liquid assets in order to satisfy various liquidity demands. In addition to serving as a funding source for maturing obligations, liquidity provides flexibility in responding to customer-initiated needs. Many factors affect the ability to meet liquidity needs, including changes in the markets served by the Bank’s network of branches, the mix of assets and liabilities, and general economic conditions.

The Company actively manages its liquidity position through target ratios established under its asset/liability management policies. Continual monitoring of these ratios, both historically and through forecasts under multiple interest rate scenarios, allows TrustCo to employ strategies necessary to maintain adequate liquidity levels as provided in its asset/liability management policies. Management has also developed various contingent liquidity alternatives, such as borrowings from the FHLBNY and the FRBNY, and through the utilization of brokered CDs, should the need develop.

The Company achieves its liability-based liquidity objectives in a variety of ways. Liabilities can be classified into three categories for the purposes of managing liability-based liquidity: retail deposits, purchased money, and capital market funds. TrustCo seeks deposits that are dependable and predictable and that are based as much on the level and quality of service as they are on interest rate. Average retail deposits (total deposits less time deposits greater than $250 thousand) amounted to $4.77 billion in 2024 and $4.84 billion in 2023. Average balances of core deposits are detailed in the table “Mix of Average Sources of Funding.”

In addition to core deposits, another source of liability-based funding available to TrustCo is purchased money, which consists of long-term and short-term borrowings, Federal Funds purchased, securities sold under repurchase agreements, and time deposits greater than $250 thousand. The average balances of these purchased liabilities are detailed in the table “Mix of Average Sources of Funding.” During 2024, the average balance of purchased liabilities was $605.7 million, compared with $494.9 million in 2023. Although classified as purchased liabilities for the purposes of this analysis the Company does not offer premium rates on large time deposits and thus views its time deposits as relatively stable funds. The decrease in borrowed funds from $114.6 million to $89.7 million is wholly the result of customers’ behavioral preferences in regard to managing their funds and does not reflect any decision by management to decrease this category of funding. The classification of time deposits over $250 thousand as purchased liabilities is typical industry practice, partly reflecting that some banks pay premium rates for larger balance time deposits.

The Bank also has a line of credit available with the FHLBNY. The amount of that line is determined by the Bank’s total assets and the amount and types of collateral pledged. Assets that are eligible for pledging include most loans and securities. The Bank can borrow up to 30% of its total assets from the FHLBNY without special approval and may apply to borrow up to 50% of its total assets. Securities and loans pledged as collateral against any borrowings must cover certain margin requirements. Eligible securities have a maximum lendable value of 67% to 97%, depending on the security type, with the securities in the Bank’s investment portfolio generally having maximum lendable values of 80% to 95%. The maximum lendable value against loans is 90% for 1-4 family residential mortgages, 80% for multifamily mortgages and 75% for commercial mortgages. For both securities and loans, the maximum lendable limits are applied to the market value of the asset pledged. At December 31, 2024 the amount available to borrow from the FHLBNY was $937.9 million, and there were no outstanding borrowings as of December 31, 2024. In addition, as noted, the Bank has access to borrowings from the FRBNY. Borrowings from the FRBNY are subject to collateralization by securities or loans acceptable to the FRBNY and at collateral margins set by the FRBNY.

Management believes that the Company’s overall liquidity position remains strong. A simple liquidity proxy often used in the industry is the ratio of loans to deposits, with a lower number representing a more liquid institution. As of December 31, 2024 and 2023, TrustCo’s loan to deposit ratio was 94.6% and 93.5%, respectively. In addition, at December 31, 2024 and 2023, the Company had cash and cash equivalents totaling $641.8 million and $578.0 million, respectively, as well as unpledged securities available for sale with a fair value of $213.9 million and $297.1 million, respectively. Management believes that the Company currently has adequate sources of liquidity to cover its contractual obligations and commitments over the next twelve months and beyond.

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The following table and narrative below reflect our contractual obligations as of December 31, 2024:

(dollars in thousands)	Payments Due by Period:
	Less Than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total

Operating lease Iiabilities	$	8,339	$	13,704	$	8,742	$	15,167	$	45,952
Certificates of deposit		1,943,813		104,463		1,435		48	$	2,049,759

Total contractual obligations	$	1,952,152	$	118,167	$	10,177	$	15,215	$	2,095,711

In addition, the Company is contractually obligated to pay data processing vendors approximately $10 million to $11 million per year through 2030.

As of December 31, 2024 the Bank has unused lines of credit of $77.1 million that generally have a draw date of one year or less, and also the Bank has home equity lines of credit that generally have a draw period of up to 10 years. In addition, there are standby letters of credit of $4.6 million as of December 31, 2024 that generally have a term of one year or less. The Bank also has construction loans in process of $36.6 million with draw periods of up to three years.

Also, the Company is obligated under its various employee benefit plans to make certain payments of approximately $2.0 to $2.2 million per year through 2034. Additionally, the Company is obligated to pay the accumulated benefits under the Company’s post retirement pension plan which amounted to $6.2 million and $5.6 million, respectively, as of December 31, 2024 and 2023. Actual payments under the plan are made in accordance with the plan provisions.

Off-Balance Sheet Risk

Commitments to extend credit: The Bank makes contractual commitments to extend credit, and extends lines of credit which are subject to the Bank’s credit approval and monitoring procedures. At December 31, 2024 and 2023, commitments to extend credit in the form of loans, including unused lines of credit, amounted to $601.2 million and $596.8 million, respectively. In management’s opinion, there are no material commitments to extend credit that represent unusual risk.

The Company has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the performance of a customer to a third party. Standby letters of credit generally arise in connection with lending relationships. The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit totaled approximately $4.6 million and $4.8 million at December 31, 2024 and 2023, respectively, and represent the maximum potential future payments the Company could be required to make. Typically, these instruments have terms of 12 months or less and expire unused; therefore, the total amounts do not necessarily represent future cash requirements. Each customer is evaluated individually for creditworthiness under the same underwriting standards used for commitments to extend credit and on-balance sheet instruments. Company policies governing loan collateral apply to standby letters of credit at the time of credit extension. Loan-to-value ratios are generally consistent with loan-to-value requirements for other commercial loans secured by similar types of collateral. The fair value of the Company’s standby letters of credit at December 31, 2024 and 2023 was insignificant.

Other off-balance sheet risk: TrustCo does not engage in activities involving interest rate swaps, forward placement contracts, or any other instruments commonly referred to as “derivatives.” Management believes these instruments pose a high degree of risk, and that investing in them is unnecessary. TrustCo has no off-balance sheet partnerships, joint ventures, or other risk sharing entities.

The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (within accrued expenses and other liabilities) with adjustments to the reserve recognized in provision (credit) for credit losses in the consolidated income statement. The Company recorded a provision for credit losses of $100 thousand in 2024, and a benefit for credit losses of $1.3 million in 2023. As of December 31, 2024 and 2023 the allowance for unfunded commitments was $1.8 million and $1.7 million, respectively.

Noninterest Income and Expense

Noninterest income: Noninterest income is an important source of revenue for the Company and a factor in overall results. Total noninterest income was $19.8 million in 2024, $18.3 million in 2023 and $19.3 million in 2022. The increase is primarily the result of a gain of $1.4 million recorded on the Visa Class C Common stock exchange as previously discussed, and an increase in financial services income due to higher market values of assets under management, partially offset by a decrease in fees for services to customers driven by lower interchange income.

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The Company routinely reviews its service charge policies and levels relative to its competitors. Reflecting those reviews, the Company makes changes in fees for services to customers in terms of both the levels of fees, as well as types of fees where appropriate. The changes in reported noninterest income also reflect the volume of services customers utilized and regulatory changes governing overdrafts. Other income was up $110 thousand in 2024 compared to 2023.

Trustco Wealth Management contributes a large recurring portion of noninterest income through fees generated by providing fiduciary and investment management services. Income from these fiduciary activities totaled $7.2 million in 2024, $6.4 million in 2023 and $7.0 million in 2022. Trust fees are generally calculated as a percentage of the assets under management by Trustco Wealth Management. In addition, trust fees include fees for estate settlements, tax preparation, and other services. Assets under management by Trustco Wealth Management are not included on the Company’s Consolidated Financial Statements because Trustco Wealth Management holds these assets in a fiduciary capacity. At December 31, 2024, 2023 and 2022, fair value of assets under management by the Trustco Wealth Management were approximately $1.2 billion, $967 million and $918 million, respectively. The changes in levels of assets under management reflects a combination of changing market valuations and the net impact of new customer asset additions, losses of accounts and the settlement of estates. The increase in income is due to the timing of market value fluctuations and fees for other services.

NONINTEREST INCOME

(dollars in thousands)	For the year ended December 31,						2024 vs. 2023
	2024		2023		2022		Amount			Percent

Wealth Management income	$	7,247	$	6,425	$	7,037	$	822			12.8	%
Fees for services to customers		9,852		10,648		10,947		(796	)		(7.5	)
Net gain on equity securities		1,383		-		-		1,383			100.0
Other		1,352		1,242		1,276		110			8.9
Total noninterest income	$	19,834	$	18,315	$	19,260	$	1,519			8.3	%

Noninterest expense: Noninterest expense was $105.7 million in 2024, $111.3 million in 2023, and $100.3 million in 2022. TrustCo’s operating philosophy stresses the importance of monitoring and controlling the level of noninterest expense. The efficiency ratio is a strong indicator of how well controlled and monitored these expenses are for a banking enterprise. A low ratio indicates highly efficient performance. The median adjusted efficiency ratio for a peer group composed of banking institutions with assets of $2 to $10 billion was 61.8% for 2024. TrustCo’s efficiency ratio was 61.6% in 2024, 58.5% in 2023 and 50.3% in 2022. TrustCo’s adjusted efficiency ratio was 61.6% in 2024, 56.7% in 2023 and 50.2% in 2022. In 2024 net gains on equity securities was excluded from this calculation. In 2023 non-recurring losses, non-recurring expenses, and branch closure expenses were excluded from this calculation. In 2022, net gain on sale of building was excluded from this calculation. Other real estate owned expense or income was excluded from this calculation for all periods presented. See the Non-GAAP Financial Measures Reconciliation presented herein.

NONINTEREST EXPENSE

(dollars in thousands)	For the year ended December 31,						2024 vs. 2023
	2024		2023		2022		Amount			Percent

Salaries and employee benefits	$	48,149	$	51,242	$	45,904	$	(3,093	)		(6.0	)%
Net occupancy expense		17,820		17,427		17,527		393			2.3
Equipment expense		7,889		7,610		6,487		279			3.7
Professional services		6,675		6,245		5,577		430			6.9
Outsourced services		10,858		10,039		9,210		819			8.2
Advertising expense		1,803		1,878		2,046		(75	)		(4.0	)
FDIC and other insurance		4,116		4,300		3,159		(184	)		(4.3	)
Other real estate expense (income), net		770		524		310		246			46.9
Other		7,647		12,032		10,099		(4,385	)		(36.4	)
Total noninterest expense	$	105,727	$	111,297	$	100,319	$	(5,570	)		(5.0	)%

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Salaries and employee benefits are the most significant component of noninterest expense. For 2024, these expenses amounted to $48.1 million, compared with $51.2 million in 2023 and $45.9 million in 2022. The decrease in salaries and benefits in 2024 was primarily the result of a decrease in salaries due to lower headcount in 2024 and also a decrease in incentive compensation and various other employee benefit plan expenses in 2024. Full time equivalent headcount was 737 and 750 as of December 31, 2024 and 2023, respectively. The Company constantly hires qualified candidates and from time-to-time experiences fluctuations in head count.

Net occupancy expense increased $393 thousand during 2024 compared to 2023 primarily as a result of additional costs incurred for branch closures. Net equipment expense increased $279 thousand during 2024 compared to 2023 primarily as a result of increased computer equipment expenses. Professional services increased $430 thousand during 2024 compared to 2023 primarily as a result of increased use of consultants and experts for various activities. Outsourced services expense increased $819 thousand during 2024 compared to 2023 primarily as a result of additional services being utilized from our banking service providers. Other real estate expense was $770 thousand in 2024 and $524 thousand in 2023, compared to other real estate expense of $310 thousand in 2022. Included in ORE expense, net during 2024, 2023 and 2022 were write downs of properties included in ORE totaling $350 thousand, $143 thousand and $68 thousand, respectively. Additionally, included in ORE expense, net during 2024, 2023 and 2022 were gains on sale of $75 thousand, $355 thousand and $122 thousand, respectively. Other noninterest expense was $7.6 million in 2024 compared to $12.0 million in 2023 and $10.1 million in 2022. The decrease in 2024 as compared to 2023 was primarily as a result of a $2.75 million litigation settlement expense incurred in 2023.

Income Tax

TrustCo recognized income tax expense of $15.2 million, $19.0 million and $24.2 million in 2024, 2023 and 2022, respectively. The effective tax rates were 23.8% in 2024, 24.4% in 2023, and 24.3% in 2022.

Impact of Inflation and Changing Prices

The Consolidated Financial Statements for the years ended 2024, 2023 and 2022 have been prepared in accordance with U.S. generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the cost of operations, included in noninterest expense.

Nearly all assets and liabilities of the Company are monetary. As a result, changes in interest rates have a greater impact on the Company’s performance than do the effects of general levels of inflation, because interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, income taxes and related disclosures. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company’s actual results may differ from these estimates under different assumptions or conditions.

Management considers the accounting policy relating to the allowance for credit losses on loans to be a critical accounting policy given the measurement uncertainty and subjective judgment necessary in evaluating the levels of the allowance required to cover the life time losses in the loan portfolio and the material effect that such judgments can have on the results of operations. Included in Note 1 to the Consolidated Financial Statements contained in this Annual Report to Shareholders is a description of the significant accounting policies that are utilized by the Company in the preparation of the Consolidated Financial Statements.

The estimate of expected credit losses under the CECL methodology required under ASC 326 are based on relevant information about current conditions, past events, and reasonable and supportable forecasts regarding collectability of the reported amounts. In order to estimate the expected credit losses on loans, the Company utilized a discounted cash flow model which calculated a historical loss rate for each of the identified loan segments. The historical loss rates were then adjusted using qualitative factors. The Company uses the regulatory interagency qualitative framework under a weighted scorecard approach. The weighted scorecard approach considers each qualitative factor with respect to risks in the Company’s portfolio and the economic environment, weighting is assigned based on the Company’s evaluation and understanding of the underlying risks and economic conditions within each portfolio segment.

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Assumptions evaluated each reporting period include the determination of the forecast scenario to be utilized and the assumption for prepayment speeds. As of December 31, 2024, management utilized Moody’s Baseline forecast scenario. Hypothetically, had management continued to utilize the Moody’s Stagflation scenario, the impact of the allowance would be an increase of $404 thousand. For its largest portfolio, 1-4 family residential real estate, the prepayment assumption applied within the quantitative calculation was 10.14% as of December 31, 2024. Hypothetically, if the prepayment assumption would be increased to 15.14%, the impact of the allowance would be a reduction of $5.5 million. Hypothetically, if the prepayment assumption would be decreased to 5.14%, the impact of the allowance would be an increase of $8.4 million.

Recent Accounting Pronouncements

Please refer to Note 19 to the consolidated financial statements for a detailed discussion of new accounting pronouncements and their impact on the Company.

SUMMARY OF UNAUDITED QUARTERLY FINANCIAL INFORMATION

(dollars in thousands, except per share data)
	2024										2023
		Q1		Q2		Q3		Q4	Year			Q1		Q2			Q3		Q4	Year
Income statement:
Interest and dividend income	$	59,753	$	60,585	$	61,069	$	61,909	$	243,316	$	53,932	$	56,082		$	57,552	$	58,640	$	226,206
Interest expense		23,175		22,797		22,398		23,007		91,377		6,967		12,030			15,331		20,033		54,361
Net interest income		36,578		37,788		38,671		38,902		151,939		46,965		44,052			42,221		38,607		171,845
(Credit) Provision for loan losses		600		500		500		400		2,000		300		(500	)		100		1,350		1,250
Net interest income after provison for loan losses		35,978		37,288		38,171		38,502		149,939		46,665		44,552			42,121		37,257		170,595

Noninterest income		4,843		5,651		4,931		4,409		19,834		4,669		4,598			4,574		4,474		18,315
Noninterest expense		24,903		26,459		26,200		28,165		105,727		27,679		27,327			27,460		28,831		111,297
Income before income taxes		15,918		16,480		16,902		14,746		64,046		23,655		21,823			19,235		12,900		77,613
Income tax expense		3,792		3,929		4,027		3,465		15,213		5,909		5,451			4,555		3,052		18,967
Net income	$	12,126	$	12,551	$	12,875	$	11,281	$	48,833	$	17,746	$	16,372		$	14,680	$	9,848	$	58,646

Per share data:
Basic earnings	$	0.64	$	0.66	$	0.68	$	0.59	$	2.57	$	0.93	$	0.86		$	0.77	$	0.52	$	3.08
Diluted earnings		0.64		0.66		0.68		0.59		2.57		0.93		0.86			0.77		0.52		3.08
Cash dividends declared		0.36		0.36		0.36		0.36		1.44		0.36		0.36			0.36		0.36		1.44

Non-GAAP Financial Measures Reconciliation

The Securities and Exchange Commission (“SEC”) has adopted certain rules with respect to the use of “non-GAAP financial measures” by companies with a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as TrustCo. Under the SEC’s rules, companies making disclosures containing non-GAAP financial measures must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure and a statement of the company’s reasons for utilizing the non-GAAP financial measure as part of its financial disclosures. Certain of the financial measures used in this report, such as taxable equivalent net interest income and net interest margin, and efficiency ratio, are determined by methods other than in accordance with GAAP.

Taxable Equivalent Net Interest Income and Taxable Equivalent Net Interest Margin: Net interest income is commonly presented on a taxable equivalent basis. That is, to the extent that some component of the institution’s net interest income will be exempt from taxation (e.g., was received by the institution as a result of its holdings of state or municipal obligations), an amount equal to the tax benefit derived from that component is added back to the net interest income total. Management considers this adjustment helpful to investors in comparing one financial institution’s net interest income (pre-tax) to that of another institution, as each will have a different proportion of tax-exempt items in their portfolios. Moreover, net interest income is itself a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average earning assets. For purposes of this measure as well, taxable equivalent net interest income is generally used by financial institutions, again to provide investors with a better basis of comparison from institution to institution. We calculate the taxable equivalent net interest margin by dividing GAAP net interest income, adjusted to include the benefit of non-taxable interest income, by average interest earnings assets.

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Adjusted Efficiency Ratio: Adjusted efficiency ratio is a non-GAAP measure of expense control relative to revenue from net interest income and non-interest fee income. We calculate the efficiency ratio by dividing total non-interest expense by the sum of net interest income and total non-interest income. We calculate the adjusted efficiency ratio by dividing total noninterest expenses as determined under GAAP, excluding other real estate expense, net, strategic branch closing costs, and a non-recurring expense related to the settlement of a class action lawsuit, by net interest income and total noninterest income as determined under GAAP, excluding gain/loss on the disposal of assets from strategic branch closures from this calculation and net gains on equity securities. We believe that this provides a reasonable measure of primary banking expenses relative to primary banking revenue. Additionally, we believe this measure is important to investors looking for a measure of efficiency in our productivity measured by the amount of revenue generated for each dollar spent.

We believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding the Company’s financial position, results and ratios. Management internally assesses our performance based, in part, on these measures. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titled measures reported by other companies.

A reconciliation of the non-GAAP measures of taxable equivalent net interest margin and adjusted efficiency ratio to the most directly comparable GAAP financial measures is set forth below.

(dollars in thousands, except per share amounts)
(Unaudited)
	Years ended
	12/31/24			12/31/23			12/31/22			12/31/21			12/31/20
Taxable Equivalent Net Interest Margin
Net interest income (GAAP)	$	151,939		$	171,845		$	180,135		$	160,408		$	153,580
Taxable Equivalent Adjustment		-			-			1			1			3
Net interest income (Taxable Equivalent) (Non-GAAP)	$	151,939		$	171,845		$	180,136		$	160,409		$	153,583

Total Interest Earning Assets		5,976,134			5,910,391			6,014,850			5,928,077			5,403,000

Net Interest Margin (GAAP)		2.54	%		2.91	%		2.99	%		2.71	%		2.84	%
Taxable Equivalent Net Interest Margin (Non-GAAP)		2.54	%		2.91	%		2.99	%		2.71	%		2.84	%

		Years ended
		12/31/24			12/31/23			12/31/22			12/31/21			12/31/20
Efficiency Ratio
Net interest income (Taxable Equivalent) (Non-GAAP)	A	$	151,939		$	171,845		$	180,136		$	160,409		$	153,583
Non-interest income (GAAP)	B		19,834			18,315			19,260			17,937			17,170
Add: Non-recurring loss	C		-			101			-			-			-
Less: Net gains on equity securities	D		1,383			-			-			-			-
Less: Net gain on securities	E		-			-			-			-			1,155
Less: Net gain on sale of building and net gain	F
on sale of nonperforming loans	G								268			-			-
Revenue used for efficiency ratio (Non-GAAP)	H	$	170,390		$	190,261		$	199,128		$	178,346		$	169,598

Total Noninterest expense (GAAP)	I	$	105,727		$	111,297		$	100,319		$	101,662		$	95,704
Less: Branch closure expense	J		-			114			-			-			-
Less: Non-recurring expenses	K		-			2,750			-			-			-
Less: Other real estate (income) expense, net	L		770			524			310			183			92
Expenses used for efficiency ratio (Non-GAAP)	M	$	104,957		$	107,909		$	100,009		$	101,479		$	95,612

Efficiency Ratio (GAAP)	I/(A+B)		61.55	%		58.53	%		50.31	%		57.00	%		56.05	%
Adjusted Efficiency Ratio (Non-GAAP)	M/H		61.60	%		56.72	%		50.22	%		56.90	%		56.38	%

Page 35 of 111

Glossary of Terms

Adjusted Efficiency Ratio:

Noninterest expense as determined under GAAP, excluding other real estate expense, net, and other non-recurring expenses, divided by taxable equivalent net interest income and total noninterest income as determined under GAAP, excluding any non-recurring income. This is an indicator of the total cost of operating the Company in relation to the total income generated.

Allowance for Credit Losses on Loans:

A balance sheet account which represents management’s estimate of expected credit losses in the loan portfolio. The provision for credit losses is added to the allowance account, charge offs of loans decrease the allowance balance and recoveries on previously charged off loans serve to increase the balance.

Basic Earnings Per Share:

Net income divided by the weighted average number of common shares outstanding (including participating securities) during the period.

Cash Dividends Per Share:

Total cash dividends for each share outstanding on the record dates.

Common equity tier 1 capital ratio

Common equity Tier 1 capital to risk weighted assets

Comprehensive Income (Loss):

Net income plus the change in selected items recorded directly to capital such as the net change in unrealized market gains and losses on securities available for sale and the overfunded/underfunded positions in the retirement plans.

Core Deposits:

Deposits that are traditionally stable, including all deposits other than time deposits of $250,000 or more.

Derivative Investments:

Investments in futures contracts, forwards, swaps, or other investments with similar characteristics.

Diluted Earnings Per Share:

Net income divided by the weighted average number of common shares outstanding during the period, taking into consideration the effect of any dilutive stock options.

Earning Assets:

The sum of interest-bearing deposits with banks, securities available for sale, securities held to maturity, trading securities, loans, net of unearned income, and Federal Funds sold and other short-term investments.

Efficiency Ratio:

Noninterest expense divided by taxable equivalent net interest income plus noninterest income. This is an indicator of the total cost of operating the Company in relation to the total income generated.

Federal Funds Sold:

A short-term (generally one business day) investment of excess cash reserves from one bank to another.

Government Sponsored Enterprises (“GSE”):

Corporations sponsored by the United States government and include the Federal Home Loan Bank (FHLB), the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac), the Federal National Mortgage Association (FNMA or Fannie Mae) and the Small Business Administration (SBA).

Page 36 of 111

Glossary of Terms (continued)

Individually Evaluated Loans:

Loans that no longer match the risk profile of the pool are individually assessed for credit losses. Non-accrual loans that have been delinquent 180 days or greater, commercial non-accrual loans and loans identified as troubled debt restructuring (“TDR”) are individually assessed.

Interest Bearing Liabilities:

The sum of interest bearing deposits, Federal Funds purchased, securities sold under agreements to repurchase, short-term borrowings, and long-term debt.

Interest Rate Spread:

The difference between the taxable equivalent yield on earning assets and the rate paid on interest bearing liabilities.

Liquidity:

The ability to meet loan commitments, deposit withdrawals, and maturing borrowings as they come due.

Loan Modifications:

A refinanced loan in which the bank allows the borrower certain concessions that would normally not be considered. The concessions are made in light of the borrower’s financial difficulties and the bank’s objective to maximize recovery on the loan. Loan modifications are considered impaired loans.

Net Interest Income:

The difference between income on earning assets and interest expense on interest bearing liabilities.

Net Interest Margin:

Fully taxable equivalent net interest income as a percentage of average earning assets.

Net Loans Charged Off:

Reductions to the allowance for credit losses on loans written off as losses, net of the recovery of loans previously charged off.

Non-accrual Loans:

Loans for which no periodic accrual of interest income is recognized.

Nonperforming Assets:

The sum of nonperforming loans plus foreclosed real estate properties.

Nonperforming Loans:

The sum of loans in a non-accrual status (for purposes of interest recognition), plus accruing loans three payments or more past due as to principal or interest payments.

Parent Company:

A company that owns or controls a subsidiary through the ownership of voting stock.

Real Estate Owned:

Real estate acquired through foreclosure proceedings.

Return on Average Assets:

Net income as a percentage of average total assets.

Page 37 of 111

Glossary of Terms (continued)

Return on Average Equity:

Net income as a percentage of average equity.

Risk-Adjusted Assets:

A regulatory calculation that assigns risk factors to various assets on the balance sheet.

Risk-Based Capital:

The amount of capital required by federal regulatory standards, based on a risk-weighting of assets.

Subprime Loans:

Loans, including mortgages, that are underwritten based on non-traditional guidelines or structured in non-traditional ways, typically with the goal of facilitating the approval of loans that more conservative lenders would likely decline.

Taxable Equivalent (“TE”):

Tax exempt income that has been adjusted to an amount that would yield the same after tax income had the income been subject to taxation at the statutory federal and/or state income tax rates.

Tier 1 Capital:

Total shareholders’ equity excluding accumulated other comprehensive income.

Troubled Debt Restructurings (TDRs):

Prior to 2023, a refinanced loan in which the bank allows the borrower certain concessions that would normally not be considered. The concessions are made in light of the borrower’s financial difficulties and the bank’s objective to maximize recovery on the loan. TDRs are considered impaired loans.

Page 38 of 111

Management’s Report on Internal Control over Financial Reporting

The management of TrustCo Bank Corp NY is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)). TrustCo’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has completed an assessment of TrustCo Bank Corp NY’s internal control over financial reporting as of December 31, 2024. In making this assessment, we used the criteria set forth by the 2013 Internal Control - Integrated Framework promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on our assessment, we believe that, as of December 31, 2024, the Company maintained effective internal control over financial reporting.

The Company’s internal control over financial reporting as of December 31, 2024 has been audited by Crowe LLP, the Company’s independent registered public accounting firm, as stated in their report which is included herein.

Robert J. McCormick

Chairman, President, and Chief Executive Officer

Michael M. Ozimek

Executive Vice President, and Chief Financial Officer

March 14, 2025

Page 39 of 111


	Crowe LLP Independent Member Crowe Global

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and the Board of Directors of Trustco Bank Corp NY

Glenville, New York

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of condition of Trustco Bank Corp NY (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on Internal Control – Integrated Framework: (2013) issued by COSO.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for credit losses effective January 1, 2022 due to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No. 326, Financial Instruments – Credit Losses (“ASC 326”). The Company adopted the new credit loss standard using the modified retrospective method such that prior period amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Page 40 of 111

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses – Qualitative Factors

As described in Notes 1 and 4, the allowance for credit losses on loans (“ACLL”) is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. The Company has identified the ACLL as a critical accounting estimate.

The estimate of expected credit losses under the CECL methodology required under ASC 326 are based on relevant information about current conditions, past events, and reasonable and supportable forecasts regarding collectability of the reported amounts. In order to estimate the expected credit losses for loans, the Company utilized a discounted cash flow model which calculated a historical loss rate for each of the identified loan segments. The historical loss rates were then adjusted with qualitative factors. The Company uses the regulatory interagency qualitative framework under a weighted scorecard approach. The weighted scorecard approach considers each qualitative factor with respect to risks in the Company’s portfolio and the economic environment, weighting is assigned based on the Company’s evaluation and understanding of the underlying risks and economic conditions within each portfolio segment.

We identified auditing the qualitative factors to be a critical audit matter due to the significant professional judgment and use of subjective measurements by management in determining the qualitative factors using the weighted scorecard approach. This resulted in a high degree of auditor effort and judgment in evaluating the qualitative factors due to the subjective nature and the resulting measurement uncertainty associated with the qualitative factors.

Page 41 of 111

The primary procedures we performed to address this critical audit matter included:

•

Testing of design and operating effectiveness of management’s internal controls over the (i) appropriateness of management’s methodology for developing the qualitative factors; (ii) relevance and reliability of the internal and external data used in the determination of the qualitative factors; and (iii) reasonableness of management’s judgments applied in determining the risk tranches and allocations for the selected qualitative factors.

•

Substantively testing management’s process to estimate the allowance for credit losses for loans qualitative factors calculation, which included (i) testing the relevance and reliability of internal and external data utilized in the determination of the qualitative factors; (ii) evaluating the reasonableness of management’s judgments and subjective measurements used in the qualitative factor calculation; and (iii) evaluating the appropriateness of management’s qualitative factor methodology.

/s/ Crowe LLP

We have served as the Company’s auditor since 2009.

Boston, Massachusetts

March 14, 2025

Page 42 of 111

TRUSTCO BANK CORP NY

Consolidated Statements of Income

(dollars in thousands, except per share data)

	Years ended December 31,
	2024		2023		2022

Interest and dividend income:
Interest and fees on loans	$	205,600	$	187,456	$	162,214
Interest and dividends on securities available for sale:
U. S. government sponsored enterprises		3,213		2,805		1,405
State and political subdivisions		1		2		2
Mortgage-backed securities and collateralized mortgage obligations-residential		5,760		6,146		5,677
Corporate bonds		1,557		1,987		1,804
Small Business Administration-guaranteed participation securities		368		437		551
Other		13		10		9
Total interest and dividends on securities available for sale		10,912		11,387		9,448

Interest on held to maturity securities:
Mortgage-backed securities and collateralized mortgage obligations-residential		254		296		343
Total interest on held to maturity securities		254		296		343

Federal Home Loan Bank stock		604		500		305
Interest on federal funds sold and other short-term investments		25,946		26,567		14,292
Total interest and dividend income		243,316		226,206		186,602

Interest expense:
Interest on deposits		90,586		53,352		5,727
Interest on short-term borrowings		791		1,009		740
Total interest expense		91,377		54,361		6,467

Net interest income		151,939		171,845		180,135
Provision (Credit) for credit losses		2,000		1,250		(341	)
Net interest income after provision (credit) for credit losses		149,939		170,595		180,476

Noninterest income:
Trustco Financial Services income		7,247		6,425		7,037
Fees for services to customers		9,852		10,648		10,947
Net gain on equity securities		1,383		-		-
Other		1,352		1,242		1,276
Total noninterest income		19,834		18,315		19,260

Noninterest expense:
Salaries and employee benefits		48,149		51,242		45,904
Net occupancy expense		17,820		17,427		17,527
Equipment expense		7,889		7,610		6,487
Professional services		6,675		6,245		5,577
Outsourced services		10,858		10,039		9,210
Advertising expense		1,803		1,878		2,046
FDIC and other insurance expense		4,116		4,300		3,159
Other real estate expense, net		770		524		310
Other		7,647		12,032		10,099
Total noninterest expense		105,727		111,297		100,319

Income before income taxes		64,046		77,613		99,417
Income taxes		15,213		18,967		24,183
Net income	$	48,833	$	58,646	$	75,234

Earnings per share:
Basic	$	2.57	$	3.08	$	3.93
Diluted	$	2.57	$	3.08	$	3.93

See accompanying notes to consolidated financial statements.

Page 43 of 111

TRUSTCO BANK CORP NY

Consolidated Statements of Comprehensive Income

(dollars in thousands)

	Years ended December 31,
	2024			2023			2022

Net income	$	48,833		$	58,646		$	75,234

Net unrealized holding gain (loss) on securities available for sale		2,946			11,293			(43,513	)
Tax effect		(760	)		(2,921	)		11,268
Net unrealized gain (loss) on securities available for sale, net of tax		2,186			8,372			(32,245	)

Change in overfunded position in pension and postretirement plans arising during the year		10,524			7,955			(8,266	)
Tax effect		(2,734	)		(2,067	)		2,148
Change in overfunded position in pension and postretirement plans arising during the year, net of tax		7,790			5,888			(6,118	)

Amortization of net actuarial gain		(824	)		(423	)		(1,008	)
Amortization of prior service cost (credit)		13			13			(313	)
Tax effect		211			107			343
Amortization of net actuarial gain and prior service cost (credit) on pension and postretirement plans, net of tax		(600	)		(303	)		(978	)

Other comprehensive income (loss), net of tax		9,376			13,957			(39,341	)
Comprehensive income	$	58,209		$	72,603		$	35,893

See accompanying notes to consolidated financial statements.

Page 44 of 111

TRUSTCO BANK CORP NY

Consolidated Statements of Condition

(dollars in thousands, except per share data)

	As of December 31,
	2024			2023
ASSETS

Cash and due from banks	$	47,364		$	49,274
Federal funds sold and other short term investments		594,448			528,730
Total cash and cash equivalents		641,812			578,004
Securities available for sale		358,185			452,289
Held to maturity securities ($5,306 and $6,396 fair value at December 31, 2024 and 2023, respectively)		5,365			6,458
Federal Home Loan Bank stock		6,507			6,203
Loans, net of deferred costs		5,098,058			5,002,879
Less: Allowance for credit losses on loans		50,248			48,578
Net loans		5,047,810			4,954,301
Bank premises and equipment, net		33,782			34,007
Operating lease right-of-use assets		36,627			40,542
Other assets		108,656			96,387

Total assets	$	6,238,744		$	6,168,191

LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand	$	762,101		$	754,532
Savings accounts		1,086,534			1,179,241
Interest-bearing checking		1,027,540			1,015,213
Money market deposit accounts		465,049			565,767
Time accounts		2,049,759			1,836,024
Total deposits		5,390,983			5,350,777
Short-term borrowings		84,781			88,990
Operating lease liabilities		40,159			44,471
Accrued expenses and other liabilities		46,478			38,668

Total liabilities		5,562,401			5,522,906

Commitments and contingent liabilities

SHAREHOLDERS’ EQUITY:

Capital stock: $1.00 par value; 30,000,000 shares authorized, 20,097,152 and 20,058,142 shares issued and 19,019,749 and 19,024,433 shares outstanding at December 31, 2024 and 2023, respectively		20,097			20,058
Surplus		258,874			257,181
Undivided profits		446,503			425,069
Accumulated other comprehensive loss, net of tax		(3,861	)		(13,237	)
Treasury stock: 1,077,403 and 1,033,709 shares, at cost, at December 31, 2024 and 2023, respectively.		(45,270	)		(43,786	)

Total shareholders’ equity		676,343			645,285

Total liabilities and shareholders’ equity	$	6,238,744		$	6,168,191

See accompanying notes to consolidated financial statements.

Page 45 of 111

TRUSTCO BANK CORP NY

Consolidated Statements of Changes in Shareholders’ Equity

(dollars in thousands, except per share data)

	Capital Stock		Surplus			Undivided Profits			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total

Balance, January 1, 2022	$	20,046	$	256,661		$	349,056		$	12,147		$	(36,782	)	$	601,128
Cumulative impact of adoption of ASU 2016-13							(3,470	)								(3,470	)
Balance, January 1, 2022 as adjusted for impact of adoption of ASU 2016-13		20,046		256,661			345,586			12,147			(36,782	)		597,658
Net income		-		-			75,234			-			-			75,234
Change in other comprehensive (loss) income, net of tax		-		-			-			(39,341	)		-			(39,341	)
Stock options exercises (12,458 shares issued)		12		417			-			-			-			429
Cash dividend declared, $1.41 per share		-		-			(26,989	)		-			-			(26,989	)
Purchase of treasury stock (208,014 shares)		-		-			-			-			(7,004	)		(7,004	)
Ending balance, December 31, 2022	$	20,058	$	257,078		$	393,831		$	(27,194	)	$	(43,786	)	$	599,987

Net income		-		-			58,646			-			-			58,646
Change in other comprehensive income (loss), net of tax		-		-			-			13,957			-			13,957
Cash dividend declared, $1.44 per share		-		-			(27,408	)		-			-			(27,408	)
Purchase of treasury stock (0 shares)		-		-			-			-			-			-
Sale of treasury stock		-		-			-			-			-			-
Stock based compensation expense		-		103			-			-			-			103
Ending balance, December 31, 2023	$	20,058	$	257,181		$	425,069		$	(13,237	)	$	(43,786	)	$	645,285

Net income		-		-			48,833			-			-			48,833
Change in other comprehensive income (loss), net of tax		-		-			-			9,376			-			9,376
Exercise of stock option, net of repurchases		30		982			-			-			(958	)		54
Restricted stock vesting, net of repurchaes		9		(9	)		-			-			(152	)		(152	)
Cash dividend declared, $1.44 per share		-		-			(27,399	)		-			-			(27,399	)
Purchase of treasury stock, 14,973 shares		-		-			-			-			(374	)		(374	)
Stock based compensation expense		-		720			-			-			-			720
Ending balance, December 31, 2024	$	20,097	$	258,874		$	446,503		$	(3,861	)	$	(45,270	)	$	676,343

See accompanying notes to consolidated financial statements.

Page 46 of 111

TRUSTCO BANK CORP NY

Consolidated Statements of Cash Flows

(dollars in thousands, except per share data)

	Years ended December 31,
	2024			2023			2022
Cash flows from operating activities:
Net income	$	48,833		$	58,646		$	75,234
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,540			4,114			4,101
Amortization of right-of-use asset		6,895			6,672			6,452
Net gain on sale of other real estate owned		(75	)		(355	)		(122	)
Writedown of other real estate owned		350			143			68
Net gain on securities transactions		(1,383	)		-			-
Provision (Credit) for credit losses		2,000			1,250			(341	)
Deferred tax expense		1,986			2,156			4,114
Net amortization of securities		1,137			1,734			2,266
Stock based compensation expense		720			103			-
Net (gain) loss on sale of bank premises and equipment		(144	)		101			(315	)
Decrease (Increase) in taxes receivable		6,351			(79	)		4,906
Decrease (Increase) in interest receivable		489			(2,192	)		(2,393	)
Increase in interest payable		204			3,010			439
Increase in other assets		(6,341	)		(5,588	)		(8,432	)
Decrease in operating lease liabilities		(7,292	)		(6,996	)		(6,829	)
Increase (Decrease) in accrued expenses and other liabilities		1,172			1,410			(522	)
Total adjustments		10,609			5,483			3,392
Net cash provided by operating activities		59,442			64,129			78,626
Cash flows from investing activities:
Proceeds from paydowns and calls of securities available for sale		68,119			53,503			68,954
Purchases of securities available for sale		(42,773	)		(19,678	)		(203,516	)
Proceeds from maturities of securities available for sale		70,608			5,008			15,057
Proceeds from paydowns of held to maturity securities		1,052			1,199			2,142
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock		(304	)		(406	)		(193	)
Net decrease in loans		(97,989	)		(269,952	)		(296,343	)
Proceeds from sale of securities transactions		1,383			-			-
Proceeds from dispositions of other real estate owned		325			2,399			588
Proceeds from dispositions of bank premises and equipment		713			-			470
Purchases of bank premises and equipment		(4,884	)		(5,666	)		(3,785	)
Net cash used in investing activities		(3,750	)		(233,593	)		(416,626	)
Cash flows from financing activities:
Net change in deposits		40,206			157,967			(75,319	)
Net change in short-term borrowings		(4,209	)		(33,710	)		(121,986	)
Proceeds from exercise of stock options and related tax benefits		95			-			429
Stock based award tax withholding payments		(193	)		-			-
Purchases of treasury stock		(374	)		-			(7,004	)
Dividends paid		(27,409	)		(27,388	)		(26,991	)
Net cash provided by (used in) financing activities		8,116			96,869			(230,871	)
Net (decrease) increase in cash and cash equivalents		63,808			(72,595	)		(568,871	)
Cash and cash equivalents at beginning of period		578,004			650,599			1,219,470
Cash and cash equivalents at end of period	$	641,812		$	578,004		$	650,599

Cash paid during the year for:
Interest paid	$	91,173		$	51,351		$	6,028
Income taxes paid		8,869			19,064			19,459
Non cash investing and financing activities:
Transfer of loans to real estate owned		2,580			320			2,233
Change in dividends payable		(10	)		20			(2	)
Change in unrealized gain (loss) on securities available for sale - gross of deferred taxes		2,946			11,293			(43,513	)
Change in deferred tax effect on unrealized (gain) loss on securities available for sale, net of reclassification adjustment		(760	)		(2,921	)		11,268
Amortization of net actuarial gain and prior service credit on pension and post retirement plans, gross of deferred taxes		(811	)		(410	)		(1,321	)
Change in deferred tax effect of amortization of net actuarial gain and prior service credit on pension and post retirement plans		211			107			343
Change in overfunded portion of pension and post retirement benefit plans (ASC 715) - gross of deferred taxes		10,524			7,955			(8,266	)
Deferred tax effect of change in overfunded portion of pension and post retirement benefit plans (ASC 715)		(2,734	)		(2,067	)		2,148

See accompanying notes to consolidated financial statements.

Page 47 of 111

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)	Basis of Presentation

The accounting and financial reporting policies of TrustCo Bank Corp NY (the Company or TrustCo), ORE Subsidiary Corp., Trustco Bank (referred to as Trustco Bank or the Bank), and its wholly owned subsidiaries, Trustco Realty Corporation, Trustco Insurance Agency, Inc., ORE Property, Inc. and its subsidiaries ORE Property One, Inc. and ORE Property Two, Inc. conform to general practices within the banking industry and are in conformity with U.S. generally accepted accounting principles. A description of the more significant policies follows.

Consolidation

The consolidated financial statements of the Company include the accounts of the subsidiaries after elimination of all significant intercompany accounts and transactions.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Securities Available for Sale and Held to Maturity (Debt Securities)

Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax. Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are generally amortized on the level-yield method without anticipating prepayments. Premiums on callable debt securities are amortized to their earlier call date. Discounts are amortized to maturity date. Gains and losses are recorded on the trade date and determined using the specific identification method.

A debt security is placed on non-accrual status at the time any principal or interest payments become 90 days delinquent. Interest accrued but not received for a security placed on non-accrual is reversed against interest income.

The Company measures expected credit losses on securities held to maturity debt on a collective basis. Accrued interest receivable on held to maturity debt securities is excluded from the estimate of credit losses and was not material as of December 31, 2024 and 2023. The estimate of expected credit losses considers nature of the issuers, historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Based on the nature of the issuer, there is no allowance for credit losses on held to maturity securities for the periods ended December 31, 2024 and 2023.

The Company evaluates securities available for sale in an unrealized loss position by first assessing whether it intends to sell or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available for sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Equity Securities

Equity securities are carried at fair value, with changes in fair value reported in net income. Equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment. Restrictions on the sale of equity securities held are not considered in the fair value measurement unless the restriction is a characteristic of the actual securities.

Page 48 of 111

Federal Reserve Bank of New York (Reserve Bank) stock

The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Dividends are reported as income.

Loans

Loans that management has the intent and ability to hold for the near future or until maturity or payoff are reported at amortized cost net of allowance for credit losses on loans. Amortized cost is the principal balance outstanding, net of deferred loan fees and costs. Interest income is accrued on unpaid principal balances. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

Interest income from mortgage and commercial loans is discontinued and placed on non-accrual status at the time the loan is 90 days delinquent. Non-accrual loans are individually reviewed and charged off at 180 days past due. Commercial loans are charged off to the extent principal or interest is deemed uncollectible. In all cases, loans are placed on non-accrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not received for loans placed on non-accrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest income is recorded when the payment is received in cash. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought to current and future payments are reasonably assured.

Allowance for Credit Losses on Loans

The allowance for credit losses on loans (“ACLL”) is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of the loan balance is confirmed. Expected recoveries are not to exceed the aggregate of amounts previously charged-off and expected to be charged-off. Accrued interest receivable is excluded from the estimate of credit losses.

During the year ended December 31, 2024, the Company enhanced its ACLL calculation as follows:

•	Continued to use a Discounted Cash Flow Methodology using the probability of default and loss given default approach, now incorporating peer data.

•	Reasonable and supportable forecast period, which is now based on four quarters.

•	Reversion period - which is the period after the forecast period when the ACLL factors revert to historical averages, using a four-quarter straight line reversion.

•

The enhancement did not have a material impact on the Company’s financial statements. The rationale for the enhancement was part of an ongoing effort related model governance and alignment with regulatory expectations under CECL. The estimate of expected credit losses are based on relevant information about current conditions, past events, and reasonable and supportable forecasts regarding collectability of the reported amounts. In order to estimate the expected credit losses for loans, the Company utilized a discounted cash flow model which calculated a historical loss rate for each of the identified loan segments. The historical loss rates were then adjusted with qualitative factors. The Company uses the regulatory interagency qualitative framework under a weighted scorecard approach. The weighted scorecard approach considers each qualitative factor with respect to risks in the Company’s portfolio and the economic environment, weighting is assigned based on the Company’s evaluation and understanding of the underlying risks and economic conditions within each portfolio segment. The determination of qualitative factors involves significant judgement and subjective measurement.

The level of the ACLL represents management’s estimate of expected credit losses over the expected life of the loans at the balance sheet date. The Company uses the Discounted Cash Flow Methodology using the probability of default and loss given default approach, incorporating peer data. The level of the ACLL is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past and current events, utilizing an four-quarter reasonable and supportable forecast period, followed by a four-quarter straight-line reversion to historical averages. As part of its economic forecast methodology, management evaluates various economic indicators for key metropolitan areas in New York and Florida. Management utilizes the regulatory interagency qualitative framework, with a weighted scorecard approach. The weighted scorecard approach considers each qualitative factor with respect to risks in our portfolio and the economic environment, weighting is assigned based on our evaluation and understanding of the underlying risks and economic conditions within each portfolio segment to make adjustments to historical loss information (“qualitative factors”). The determination of qualitative factors involves significant judgement and subjective measurement.

Page 49 of 111

The ACLL is measured on a collective (pool) basis when similar risk characteristics exist. The Company evaluates its risk characteristics of loans based on regulatory call report code with sub-segmentation based on geographic territory (New York and Florida). Risk characteristics relevant to each portfolio segment are as follows:

Commercial: Commercial real estate loans and other commercial loans are made based primarily on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Commercial real estate collateral is generally located within the Bank’s geographic territories; while collateral for non‑real estate secured commercial loans is typically accounts receivable, inventory, and/or equipment. Repayment is primarily dependent upon the borrower’s ability to service the debt based upon cash flows generated from the underlying business. Additional support involves liquidation of the pledged collateral and enforcement of a personal guarantee, if a guarantee is obtained.

Residential real estate: Residential real estate loans, including first mortgages, home equity loans and home equity lines of credit, are collateralized by first or second liens on one‑to‑four family residences generally located within the Bank’s market areas. Proof of ownership title, clear mortgage title, and hazard insurance coverage are normally required.

Installment: The Company’s installment loans are primarily made up of installment loans, personal lines of credit, as well as secured and unsecured credit cards. The installment loans represent a relatively small portion of the loan portfolio and are primarily used for personal expenses and are secured by automobiles, equipment and other forms of collateral, while personal lines of credit are unsecured as are most credit card loans.

Loans that do not share risk characteristics are evaluated on an individual basis, which the Company has determined are non-accrual loans that have been delinquent 180 days or greater, commercial non-accrual loans and loans identified as loan modifications. Loans evaluated individually are not also included in the collective evaluation. Estimates of specific allowance may be determined by the present value of anticipated future cash flows or the loan’s observable fair market value, or the fair value of the collateral less costs to sell, if the loan is collateral dependent. However, for collateral dependent loans, the amount of the amortized cost in a loan that exceeds the fair value of the collateral is charged-off against the allowance for credit losses on loans in lieu of an allocation of a specific allowance amount when such an amount has been identified.

A loan for which terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, is considered a loan modification. In situations where the Bank considers a loan modification, management determines whether the borrower is experiencing financial difficulty by performing an evaluation of the probability that the borrower will be in payment default on any of its debt in the near future without the modification. This evaluation is performed under the Company’s underwriting policy. Generally, the modification of the terms of loans was the result of the borrower filing for bankruptcy protection. Chapter 13 bankruptcies generally include the deferral of all past due amounts for a period of generally 60 months in accordance with the bankruptcy court order. In the case of Chapter 7 bankruptcies, even though there was no modification of terms, the borrowers’ debt to the Company was discharged and they may not reaffirm the debt.

Loan modifications that have subsequently defaulted have the underlying collateral evaluated at the time these loans were identified as loan modifications, and a charge-off was taken at that time, if necessary. Collateral values on these loans are reviewed for collateral sufficiency on a quarterly basis.

The allowance for unfunded commitments is maintained at a level by the Company determined to be sufficient to absorb expected lifetime losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit). The allowance for unfunded commitments is recorded as a separate liability and is included with Accrued expenses and other liabilities on the consolidated statements of condition. Changes in the reserve are recorded through the provision for credit losses on the consolidated statements of income.

Prior to the adoption of CECL, the Company calculated the allowance for loan losses under the incurred loss methodology.

The impact of the January 1, 2022 adoption entry is summarized in the table below:

(in thousands)	December 31, 2021 Pre-CECL Adoption		Impact of Adoption			January 1, 2022 Post-CECL Adoption
Assets:
Allowance for credit losses on loans	$	44,267	$	2,353		$	46,620
Allowance for credit losses on securities		-		-			-
Liabilities and shareholders' equity:
Other liabilities (ACL unfunded loan commitments)		18		2,335			2,353
Tax Effect, net (included in other assets)		-		(1,218	)		-
Total		44,285		3,470			48,973

Undivided Profits	$	349,056	$	(3,470	)	$	345,586

Page 50 of 111

Bank Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on either the straight‑line or accelerated methods over the remaining useful lives of the assets; generally 20 to 40 years for buildings, 3 to 7 years for furniture and equipment, and the shorter of the estimated life of the asset or the lease term for leasehold improvements.

Other Real Estate Owned

Assets that are acquired through or instead of foreclosure are initially recorded at fair value less costs to sell. These assets are subsequently accounted for at the lower of cost or fair value less costs to sell. Subsequent write downs and gains and losses on sale are included in noninterest expense. Operating costs after acquisition are also included in noninterest expense. At December 31, 2024 and 2023, there were $2.2 million and $194 thousand, respectively, of other real estate owned included in the category of Other Assets in the accompanying Consolidated Statements of Condition.

Income Taxes

Deferred taxes are recorded for the future tax consequences of events that have been recognized in the financial statements or tax returns based upon enacted tax laws and rates. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood of being realized on examination. For tax positions not meeting the “more likely than not” test, no benefit is recorded.

Dividend Restrictions

The Company’s ability to pay dividends to its shareholders is dependent upon the ability of the Bank to pay dividends to the Company. The payment of dividends by the Bank to the Company is subject to continued compliance with minimum regulatory capital requirements and the filing of notices with the Bank’s and the Company’s regulators. The Bank’s primary regulator may disapprove a dividend if: the Bank would be undercapitalized following the distribution; the proposed capital distribution raises safety and soundness concerns; or the capital distribution would violate a prohibition contained in any statue, regulation, or agreement between the Bank and a regulator or a condition imposed in a previously approved application or notice. Currently the Bank meets the regulatory definition of a well-capitalized institution.

Benefit Plans

The Company has a defined benefit pension plan covering substantially all of its employees who participated in the plan before it was frozen as of December 31, 2006. The benefits are based on years of service and the employee’s compensation.

The Company has a postretirement benefit plan that permits retirees under age 65 to participate in the Company’s medical plan by which retirees pay all of their premiums.

Under certain employment contracts with selected executive officers, the Company is obligated to provide postretirement benefits to these individuals once they attain certain vesting requirements.

The Company recognized in the Consolidated Statement of Condition the funded status of the pension plan and postretirement benefit plan with an offset, net of tax, recorded in accumulated other comprehensive income (loss).

Page 51 of 111

Stock-Based Compensation Plans

The Company has stock-based compensation plans for employees and directors. Compensation cost is recognized for stock options and restricted stock awards issued to employees and directors based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options while, for restricted stock awards, the fair value of the Company’s common stock at the date of grant is used.

Compensation cost for stock options and restricted stock awards to be settled in stock are recognized over the required service period generally defined as the vesting period. The expense is recognized over the shorter of each award’s vesting period or the retirement date for any awards that vest immediately upon eligible retirement.

Awards to be settled in cash based on the fair value of the Company’s stock at vesting are treated as liability based awards.

Compensation costs for liability based awards are re‑measured at each reporting date and recognized over the vesting period. For awards with performance based conditions, compensation cost is recognized over the performance period based on the Company’s expectation of the likelihood of meeting the specific performance criteria.

Earnings Per Share

Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. All outstanding unvested share‑based payment awards that contain rights to non‑forfeitable dividends are considered participating securities for this calculation. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options. At December 31, 2024, 2023, and 2022, the Company did not have any unvested awards that would be considered participating securities.

Segment Reporting

The Company’s reportable segment is determined by the Chief Executive Officer, who is designated the chief operating decision maker (“CODM”), based upon information provided about the Company’s products and services offered, primarily banking operations. Consolidated net income of the company is the primary performance metric utilized by the CODM. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar.

Cash and Cash Equivalents

The Company classifies cash on hand, cash due from banks, Federal Funds sold, and other short-term investments as cash and cash equivalents for disclosure purposes.

Trust Assets

Assets under management with the Trustco Financial Services Department are not included in the Company’s consolidated financial statements because Trustco Financial Services holds these assets in a fiduciary capacity.

Comprehensive Income

Comprehensive income represents the sum of net income and items of other comprehensive income or loss, which are reported directly in shareholders’ equity, net of tax, such as the change in net unrealized gain or loss on securities available for sale and changes in the funded position of the pension and postretirement benefit plans. Accumulated other comprehensive income or loss, which is a component of shareholders’ equity, represents the net unrealized gain or loss on securities available for sale, net of tax and the funded position in the Company’s pension plan and postretirement benefit plans, net of tax.

Fair Value of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 13. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

Page 52 of 111

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 expands reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 implements a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker, expands certain annual disclosures to interim periods, clarifies that single reportable segment entities must apply Topic 280 in its entirety and permits more than one measure of segment profit or loss to be reported under certain conditions. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has evaluated the requirements of the expanded segment disclosures and has determined that they did not have a material impact on the Company’s consolidated financial statements.

(2)	Cash and Cash Equivalents

Cash and Cash Equivalents includes cash on hand, due from banks, and Federal fund sold and short-term investments with original maturities of 90 days or less. The Federal Reserve Bank requires the bank to maintain certain reserve requirements. As of December 31, 2024 and 2023 this reserve requirement was zero.

(3)	Investment Securities

(a)	Debt securities available for sale

The amortized cost and fair value of the securities available for sale are as follows:

(dollars in thousands)	December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

U.S. government sponsored enterprises	$	86,833	$	4	$	1,220	$	85,617
State and political subdivisions		18		-		-		18
Mortgage backed securities and collateralized mortgage obligations - residential		239,420		114		26,406		213,128
Corporate bonds		45,033		-		452		44,581
Small Business Administration - guaranteed participation securities		15,471		-		1,330		14,141
Other		688		12		-		700
Total securities available for sale	$	387,463	$	130	$	29,408	$	358,185

(dollars in thousands)	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

U.S. government sponsored enterprises	$	121,728	$	5	$	3,065	$	118,668
State and political subdivisions		26		-		-		26
Mortgage backed securities and collateralized mortgage obligations - residential		263,182		270		25,775		237,677
Corporate bonds		80,150		-		2,098		78,052
Small Business Administration - guaranteed participation securities		18,740		-		1,554		17,186
Other		687		11		18		680
Total securities available for sale	$	484,513	$	286	$	32,510	$	452,289

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The following table categorizes the amortized cost and fair value of debt securities included in the available for sale portfolio as of December 31, 2024, based on the securities’ final maturity. Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty. Securities not due at a single maturity are shown separately:

(dollars in thousands)	Amortized Cost		Fair Value

Due in one year or less	$	70,130	$	69,623
Due in after one year through five years		50,442		49,332
Due after five years through ten years		12,000		11,961
Mortgage backed securities and collateralized mortgage obligations - residential		239,420		213,128
Small Business Administration - guaranteed participation securities		15,471		14,141
	$	387,463	$	358,185

Gross unrealized losses on securities available for sale and the related fair values aggregated by the length of time that individual securities have been in an unrealized loss position, were as follows:

(dollars in thousands)	December 31, 2024
	Less than 12 months				12 months or more				Total
	Fair Value		Gross Unreal. Loss		Fair Value		Gross Unreal. Loss		Fair Value		Gross Unreal. Loss
U.S. government sponsored enterprises	$	11,961	$	38	$	68,651	$	1,182	$	80,612	$	1,220
Mortgage backed securities and collateralized mortgage obligations - residential		12,346		280		194,636		26,126		206,982		26,406
Corporate bonds		-		-		44,581		452		44,581		452
Small Business Administration - guaranteed participation securities		-		-		14,141		1,330		14,141		1,330

Total	$	24,307	$	318	$	322,009	$	29,090	$	346,316	$	29,408

(dollars in thousands)	December 31, 2023
	Less than 12 months				12 months or more				Total
	Fair Value		Gross Unreal. Loss		Fair Value		Gross Unreal. Loss		Fair Value		Gross Unreal. Loss
U.S. government sponsored enterprises	$	-	$	-	$	116,163	$	3,065	$	116,163	$	3,065
Mortgage backed securities and collateralized mortgage obligations - residential		-		-		227,891		25,775		227,891		25,775
Corporate bonds		-		-		78,052		2,098		78,052		2,098
Small Business Administration - guaranteed participation securities		-		-		17,186		1,554		17,186		1,554
Other		-		-		631		18		631		18

Total	$	-	$	-	$	439,923	$	32,510	$	439,923	$	32,510

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The proceeds from sales, calls/paydowns and maturities of securities available for sale, and gross realized gains and gross realized losses from sales during 2024, 2023, and 2022 are as follows:

	Years ended December 31,
(dollars in thousands)	2024		2023		2022

Proceeds from sales	$	-	$	-	$	-
Proceeds from calls/paydowns		68,119		53,503		68,954
Proceeds from maturities		70,608		5,008		15,057
Gross realized losses		-		-		-
Gross realized gains		-		-		-

The amount of securities pledged to secure short-term borrowings and for other purposes amounted to $149.5 million and $155.3 million at December 31, 2024 and 2023, respectively. There was no allowance for credit losses recorded for securities available for sale as of December 31, 2024 and 2023, respectively. All securities are performing in accordance with contractual terms.

(b)	Held to maturity securities

The amortized cost and fair value of the held to maturity securities are as follows:

	December 31, 2024
(dollars in thousands)	Amortized Cost			Gross Unrecognized Gains			Gross Unrecognized Losses			Fair Value
Mortgage backed securities and collateralized mortgage obligations - residential		$	5,365		$	45		$	104		$	5,306
Total held to maturity		$	5,365		$	45		$	104		$	5,306

	December 31, 2023
(dollars in thousands)	Amortized Cost			Gross Unrecognized Gains			Gross Unrecognized Losses			Fair Value
Mortgage backed securities and collateralized mortgage obligations - residential		$	6,458		$	74		$	136		$	6,396
Total held to maturity		$	6,458		$	74		$	136		$	6,396

The following table categorizes the debt securities included in the held to maturity portfolio as of December 31, 2024, based on the securities’ final maturity. Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty. Securities not due at a single maturity date are shown separately.

(dollars in thousands)	Amortized Cost		Fair Value
Mortgage backed securities and collateralized mortgage obligations - residential	$	5,365		5,306
	$	5,365		5,306

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Gross unrealized losses on held to maturity securities and the related fair values aggregated by the length of time that individual securities have been in an unrealized loss position, were as follows:

	December 31, 2024
(dollars in thousands)	Less than 12 months						12 months or more						Total
	Fair Value			Gross Unrec. Loss			Fair Value			Gross Unrec. Loss			Fair Value			Gross Unrec. Loss
Mortgage backed securities and collateralized mortgage obligations - residential		$	592		$	7		$	2,047		$	97		$	2,639		$	104
Total		$	592		$	7		$	2,047		$	97		$	2,639		$	104

	December 31, 2023
(dollars in thousands)	Less than 12 months						12 months or more						Total
	Fair Value			Gross Unrec. Loss			Fair Value			Gross Unrec. Loss			Fair Value			Gross Unrec. Loss
Mortgage backed securities and collateralized mortgage obligations - residential		$	283		$	3		$	2,703		$	133		$	2,986		$	136
Total		$	283		$	3		$	2,703		$	133		$	2,986		$	136

There were no allowance for credit losses recorded for held to maturity securities during 2024 and 2023 and as of December 31, 2024 and 2023. As of December 31, 2024 and 2023, there were no securities on non-accrual status and all securities were performing in accordance with contractual terms. All securities were investment grade.

(c)	Equity Securities

During the year ended December 31, 2024, Visa Inc. accepted the Company’s tender of its 6,528 shares of Visa Class B-1 common stock in exchange for a combination of Visa Class B-2 common stock and Visa Class C common stock. As a result, the Company marked its Visa Class C common stock to fair value and recorded an unrealized gain of $1.4 million. The Visa Class C common stock was sold during the year, thus resulting in no remaining carrying value on the Company’s Statement of Financial Condition. The Company originally obtained the shares in 2008. The carrying value of Visa B-2 shares is nominal as of December 31, 2024.

(d)	Concentrations

The Company has the following balances of securities held in the available for sale and held to maturity portfolios as of December 31, 2024 that represent greater than 10% of shareholders’ equity:

(dollars in thousands)	Amortized Cost		Fair Value
Federal National Mortgage Association	$	145,419	$	130,046
Federal Home Loan Mortgage Corporation		98,208		89,081

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(e)	Securities in an unrealized loss position

As of December 31, 2024, the Company’s security portfolio included certain securities which were in an unrealized loss position, and are discussed below.

U.S. government sponsored enterprises

In the case of unrealized losses on U.S. government sponsored enterprises, because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during 2024. All securities are performing.

Mortgage backed securities and collateralized mortgage obligations – residential

At December 31, 2024, all mortgage backed securities and collateralized mortgage obligations held by the Company were issued by U.S. government sponsored entities and agencies, primarily Ginnie Mae, Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during 2024. All securities are performing.

Small Business Administration (SBA) - guaranteed participation securities:

At December 31, 2024, all of the SBA securities held by the Company were issued and guaranteed by the U.S. Small Business Administration. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during 2024. All securities are performing.

Corporate Bonds

At December 31, 2024, corporate bonds held by the Company are investment grade quality. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during 2024. All securities are performing.

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(4)	Loan Portfolio and Allowance for Credit Losses

The following table presents loans by portfolio segment:

	December 31, 2024
(dollars in thousands)	New York and
	other states*		Florida		Total
Commercial:
Commercial real estate	$	227,771	$	39,529	$	267,300
Other		19,144		413		19,557
Real estate mortgage - 1 to 4 family:
First mortgages		2,741,334		1,590,229		4,331,563
Home equity loans		43,096		13,643		56,739
Home equity lines of credit		235,939		173,322		409,261
Installment		9,885		3,753		13,638
Total loans, net	$	3,277,169	$	1,820,889		5,098,058
Less: Allowance for credit losses on loans						50,248
Net loans					$	5,047,810

*Includes New York, New Jersey, Vermont and Massachussetts.

	December 31, 2023
(dollars in thousands)	New York and
	other states*		Florida		Total
Commercial:
Commercial real estate	$	212,754	$	39,501	$	252,255
Other		20,863		397		21,260
Real estate mortgage - 1 to 4 family:
First mortgages		2,756,914		1,550,191		4,307,105
Home equity loans		44,152		13,806		57,958
Home equity lines of credit		212,298		135,117		347,415
Installment		12,057		4,829		16,886
Total loans, net	$	3,259,038	$	1,743,841		5,002,879
Less: Allowance for credit losses on loans						48,578
Net loans					$	4,954,301

*Includes New York, New Jersey, Vermont and Massachussetts.

Included in commercial loans above are Paycheck Protection Program (“PPP”) loans totaling $241 thousand and $620 thousand as of December 31, 2024 and 2023, respectively.

At December 31, 2024 and 2023, the Company had approximately $29.7 million and $29.1 million, respectively, of real estate construction loans. Of the $29.7 million in real estate construction loans at December 31, 2024, approximately $10.7 million are secured by first mortgages to residential borrowers while approximately $19.0 million were to commercial borrowers for residential construction projects. Of the $29.1 million in real estate construction loans at December 31, 2023, approximately $8.0 million are secured by first mortgages to residential borrowers while approximately $21.1 million were to commercial borrowers for residential construction projects. The majority of construction loans are in the Company’s New York market.

Page 58 of 111

At December 31, 2024 and 2023, loans to executive officers, directors, and to associates of such persons aggregated $27.6 million and $29.3 million, respectively. During 2024, approximately $6.4 million of new loans were made, and repayments of loans totaled approximately $3.6 million. The composition of the related parties’ loan balances were reduced by $4.5 million as a result of a director resignation. All loans are current according to their term.

TrustCo lends in the geographic territory of its branch locations in New York, Florida, Massachusetts, New Jersey and Vermont. Although the loan portfolio is diversified, a portion of its debtors’ ability to repay depends significantly on the economic conditions prevailing in the respective geographic territory.

Allowance for credit losses on loans

During the year ended December 31, 2024, the Company enhanced its ACLL calculation. The Company continues to utilize a discounted cash flow approach, now incorporating peer data and updated forecast and reversion periods. Since the adoption of CECL, the Company has been estimating the quantitative reserves based on internal data and an 8-quarter forecast and immediate reversion. We are now utilizing peer data, and using baseline scenario with a 4-quarter forecast and 4-quarter straight line reversion to produce reasonable and supportable results. Forecast data is sourced from Moody’s Analytics (“Moody’s”). The level of the ACLL is based on factors that influence management’s current estimate of expected credit losses, including past events and current conditions. The Company has determined the Moody’s Baseline forecast scenario to be appropriate for the December 31, 2024, ACLL calculation. The Company selected the Moody’s Baseline economic forecast for credit losses as Moody's baseline economic scenario represents their most probable outlook. We continue to use the regulatory interagency qualitative framework, we now utilize a weighted scorecard approach. The weighted scorecard approach considers each qualitative factor with respect to risks in our portfolio and the economic environment, weighting is assigned based on our evaluation and understanding of the underlying risks and economic conditions within each portfolio segment. This change did not result in a material impact to the Company’s financial statements.

Activity in the allowance for credit losses on loans by portfolio segment for the years ended December 31, 2024, and 2023 are summarized as follows:

	For the year ended December 31, 2024
(dollars in thousands)			Real Estate
			Mortgage-
	Commercial		1 to 4 Family			Installment		Total
Balance at beginning of period	$	2,735	$	45,625		$	218	$	48,578
Loans charged off:
New York and other states*		127		311			120		558
Florida		314		17			50		381
Total loan chargeoffs		441		328			170		939

Recoveries of loans previously charged off:
New York and other states*		-		675			34		709
Florida		-		-			-		-
Total recoveries		-		675			34		709
Net loans (recoveries) charged off		441		(347	)		136		230
Provision for credit losses		1,126		664			110		1,900
Balance at end of period	$	3,420	$	46,636		$	192	$	50,248

* Includes New York, New Jersey, Vermont and Massachusetts.

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	For the year ended December 31, 2023
(dollars in thousands)				Real Estate
				Mortgage-
	Commercial			1 to 4 Family			Installment		Total
Balance at beginning of period	$	2,596		$	43,271		$	165	$	46,032
Loans charged off:
New York and other states*		-			371			97		468
Florida		-			-			79		79
Total loan chargeoffs		-			371			176		547

Recoveries of loans previously charged off:
New York and other states*		129			392			45		566
Florida		-			25			2		27
Total recoveries		129			417			47		593
Net loans (recoveries) charged off		(129	)		(46	)		129		(46	)
Provision for loan losses		10			2,308			182		2,500
Balance at end of period	$	2,735		$	45,625		$	218	$	48,578

* Includes New York, New Jersey, Vermont and Massachusetts.

The following tables present the balance in the allowance for credit losses on loans by portfolio segment and based on impairment evaluation as of December 31, 2024 and 2023:

	As of December 31, 2024
(dollars in thousands)			1-to-4 Family
	Commercial		Residential		Installment
	Loans		Real Estate		Loans		Total
Allowance for credit losses on loans:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	-	$	-	$	-	$	-
Collectively evaluated for impairment		3,420		46,636		192		50,248

Total ending allowance balance	$	3,420	$	46,636	$	192	$	50,248

Loans:
Individually evaluated for impairment	$	443	$	23,835	$	112	$	24,390
Collectively evaluated for impairment		286,414		4,773,728		13,526		5,073,668

Total ending loans balance	$	286,857	$	4,797,563	$	13,638	$	5,098,058

Page 60 of 111

	As of December 31, 2023
(dollars in thousands)			1-to-4 Family
	Commercial		Residential		Installment
	Loans		Real Estate		Loans		Total
Allowance for credit losses on loans:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	-	$	-	$	-	$	-
Collectively evaluated for impairment		2,735		45,625		218		48,578

Total ending allowance balance	$	2,735	$	45,625	$	218	$	48,578

Loans:
Individually evaluated for impairment	$	957	$	23,628	$	144	$	24,729
Collectively evaluated for impairment		272,558		4,688,850		16,742		4,978,150

Total ending loans balance	$	273,515	$	4,712,478	$	16,886	$	5,002,879

The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (accrued expenses and other liabilities) with adjustments to the reserve recognized in (credit) provision for credit losses in the consolidated statements of income.

The Company’s activity in the allowance for credit losses on unfunded commitments were as follows:

(In thousands)	For the year ended
	December 31, 2024
Balance at January 1, 2024		$	1,662
Provision for credit losses			100
Balance at December 31, 2024		$	1,762

(In thousands)	For the year ended December 31, 2023

Balance at January 1, 2023	$	2,912
(Credit) provision for credit losses		(1,250	)
Balance at December 31, 2023	$	1,662

Loan Credit Quality

The Company categorizes commercial loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. On at least an annual basis, the Company’s loan grading process analyzes non-homogeneous loans, such as commercial loans and commercial real estate loans, individually by grading the loans based on credit risk. The Company’s internal loan review department in accordance with the Company’s internal loan review policy tests the loan grades assigned to all loan types.

The Company uses the following definitions for classified loans:

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

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Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as such have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those loans classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be “pass” rated loans.

For homogeneous loan pools, such as residential mortgages, home equity lines of credit, and installment loans, the Company uses payment status to identify the credit risk in these loan portfolios. Payment status is reviewed on a daily basis by the Bank’s collection area and on a monthly basis with respect to determining the adequacy of the allowance for credit losses on loans. The payment status of these homogeneous pools as of December 31, 2024 and December 31, 2023 is also included in the aging of the past due loans table. Nonperforming loans shown in the table below were loans on non-accrual status and loans over 90 days past due and accruing.

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As of December 31, 2024 and 2023, and based on the most recent analysis performed, the risk category of loans by class of loans, and gross charge-offs year to date for each loan type by origination year was as follows:

Loan Credit Quality
(in thousands)	As of December 31, 2024
	Term Loans Amortized Cost Basis by Origination Year
Commercial :	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loan Converted to Term		Total
Risk rating
Pass	$	47,687	$	54,877	$	73,094	$	22,215	$	15,014	$	50,052	$	2,169	$	-	$	265,108
Special Mention		-		-		242		-		-		-		-		-		242
Substandard		-		-		1,003		-		22		887		-		-		1,912
Doubtful		-		-		-		-		-		38		-		-		38
Total Commercial Loans	$	47,687	$	54,877	$	74,339	$	22,215	$	15,036	$	50,977	$	2,169	$	-	$	267,300

Commercial Loans:
Current-period Gross writeoffs	$	-	$	-	$	10	$	431	$	-	$	-	$	-	$	-	$	441
	$	-	$	-	$	10	$	431	$	-	$	-	$	-	$	-	$	441

Commercial Other:
Risk rating
Pass	$	1,842	$	7,417	$	1,796	$	407	$	184	$	2,108	$	5,634	$	-	$	19,388
Special mention		-		-		-		-		-		-		-		-		-
Substandard		13		-		-		22		-		134		-		-		169
Total Commercial Real Estate Loans	$	1,855	$	7,417	$	1,796	$	429	$	184	$	2,242	$	5,634	$	-	$	19,557

Other Commercial Loans:
Current-period Gross writeoffs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Residential First Mortgage:
Risk rating
Performing	$	313,944	$	398,722	$	535,702	$	821,804	$	681,840	$	1,563,659	$	938	$	-	$	4,316,609
Nonperforming		-		987		391		870		243		12,463		-		-		14,954
Total First Mortgage:	$	313,944	$	399,709	$	536,093	$	822,674	$	682,083	$	1,576,122	$	938	$	-	$	4,331,563

Residential First Mortgage Loans:
Current-period Gross writeoffs	$	194	$	-	$	-	$	-	$	-	$	18	$	-	$	-	$	212
	$	194	$	-	$	-	$	-	$	-	$	18	$	-	$	-	$	212

Home Equity Loans:
Risk rating
Performing	$	6,621	$	8,586	$	5,354	$	6,490	$	5,066	$	24,096	$	-	$	-	$	56,213
Nonperforming		-		-		155		-		-		371		-		-		526
Total Home Equity Loans:	$	6,621	$	8,586	$	5,509	$	6,490	$	5,066	$	24,467	$	-	$	-	$	56,739

Home Equity Loans:
Current-period Gross writeoffs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Home Equity Lines of Credit:
Risk rating
Performing	$	4,793	$	1,558	$	1,110	$	887	$	46	$	14,595	$	383,425	$	-	$	406,414
Nonperforming		-		-		70		-		-		2,532		245		-		2,847
Total Home Equity Credit Lines:	$	4,793	$	1,558	$	1,180	$	887	$	46	$	17,127	$	383,670	$	-	$	409,261

Home Equity Lines of Credit:
Current-period Gross writeoffs	$	-	$	-	$	-	$	-	$	-	$	116	$	-	$	-	$	116
	$	-	$	-	$	-	$	-	$	-	$	116	$	-	$	-	$	116

Installments:
Risk rating
Performing	$	2,846	$	5,513	$	2,788	$	705	$	123	$	505	$	1,028	$	-	$	13,508
Nonperforming		16		5		55		19		-		35		-		-		130
Total Installments	$	2,862	$	5,518	$	2,843	$	724	$	123	$	540	$	1,028	$	-	$	13,638

Installments Loans:
Current-period Gross writeoffs	$	-	$	53	$	47	$	35	$	4	$	31	$	-	$	-	$	170
	$	-	$	53	$	47	$	35	$	4	$	31	$	-	$	-	$	170

Page 63 of 111

Loan Credit Quality
(in thousands)	As of December 31, 2023
	Term Loans Amortized Cost Basis by Origination Year
Commercial :	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loan Converted to Term		Total
Risk rating
Pass	$	61,148	$	82,339	$	23,940	$	16,653	$	19,835	$	41,153	$	5,664	$	-	$	250,732
Special Mention		-		-		-		42		-		225		-		-		267
Substandard		-		-		-		-		-		1,256		-		-		1,256
Total Commercial Loans	$	61,148	$	82,339	$	23,940	$	16,695	$	19,835	$	42,634	$	5,664	$	-	$	252,255

Commercial Loans:
Current-period Gross writeoffs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Commercial Other:
Risk rating
Pass	$	7,873	$	2,164	$	1,933	$	1,386	$	321	$	2,641	$	4,482	$	-	$	20,800
Special mention		-		-		-		-		-		-		34		-		34
Substandard		-		-		328		-		-		98		-		-		426
Total Commercial Real Estate Loans	$	7,873	$	2,164	$	2,261	$	1,386	$	321	$	2,739	$	4,516	$	-	$	21,260

Other Commercial Loans:
Current-period Gross writeoffs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Residential First Mortgage:
Risk rating
Performing	$	418,891	$	566,617	$	878,015	$	732,851	$	342,559	$	1,354,867	$	-	$	-	$	4,293,800
Nonperforming		64		210		383		229		1,119		11,300		-		-		13,305
Total First Mortgage:	$	418,955	$	566,827	$	878,398	$	733,080	$	343,678	$	1,366,167	$	-	$	-	$	4,307,105

Residential First Mortgage Loans:
Current-period Gross writeoffs	$	-	$	-	$	-	$	-	$	27	$	336	$	-	$	-	$	363
	$	-	$	-	$	-	$	-	$	27	$	336	$	-	$	-	$	363

Home Equity Loans:
Risk rating
Performing	$	9,660	$	5,963	$	7,770	$	5,668	$	6,542	$	22,076	$	-	$	-	$	57,679
Nonperforming		-		-		-		-		-		279		-		-		279
Total Home Equity Loans:	$	9,660	$	5,963	$	7,770	$	5,668	$	6,542	$	22,355	$	-	$	-	$	57,958

Home Equity Lines Loans:
Current-period Gross writeoffs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Home Equity Credit Lines:
Risk rating
Performing	$	355	$	641	$	248	$	75	$	10	$	15,964	$	327,059	$	-	$	344,352
Nonperforming		-		-		8		56		-		2,813		186		-		3,063
Total Home Equity Credit Lines:	$	355	$	641	$	256	$	131	$	10	$	18,777	$	327,245	$	-	$	347,415

Home Equity Credit Lines Loans:
Current-period Gross writeoffs	$	-	$	-	$	-	$	-	$	-	$	8	$	-	$	-	$	8
	$	-	$	-	$	-	$	-	$	-	$	8	$	-	$	-	$	8

Installments:
Risk rating
Performing	$	8,473	$	4,592	$	1,484	$	360	$	198	$	605	$	1,008	$	-	$	16,720
Nonperforming		-		49		51		-		63		3		-		-		166
Total Installments	$	8,473	$	4,641	$	1,535	$	360	$	261	$	608	$	1,008	$	-	$	16,886

Installments Loans:
Current-period Gross writeoffs	$	16	$	67	$	50	$	1	$	21	$	21	$	-	$	-	$	176
	$	16	$	67	$	50	$	1	$	21	$	21	$	-	$	-	$	176

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The following tables present the aging of the amortized cost in past due loans by loan class and by region as of December 31, 2024 and 2023:

	As of December 31, 2024

New York and other states*:	30-59		60-89		90 +		Total
	Days		Days		Days		30+ days				Total
(dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Loans

Commercial:
Commercial real estate	$	1,189	$	-	$	329	$	1,518	$	226,253	$	227,771
Other		-		-		14		14		19,130		19,144
Real estate mortgage - 1 to 4 family:
First mortgages		2,438		773		6,091		9,302		2,732,032		2,741,334
Home equity loans		15		22		318		355		42,741		43,096
Home equity lines of credit		401		-		1,267		1,668		234,271		235,939
Installment		18		19		69		106		9,779		9,885

Total	$	4,061	$	814	$	8,088	$	12,963	$	3,264,206	$	3,277,169

Florida:	30-59		60-89		90 +		Total
	Days		Days		Days		30+ days				Total
(dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Loans

Commercial:
Commercial real estate	$	-	$	-	$	-	$	-	$	39,529	$	39,529
Other		-		-		-		-		413		413
Real estate mortgage - 1 to 4 family:
First mortgages		2,037		629		1,773		4,439		1,585,790		1,590,229
Home equity loans		-		6		-		6		13,637		13,643
Home equity lines of credit		220		-		-		220		173,102		173,322
Installment		109		22		16		147		3,606		3,753

Total	$	2,366	$	657	$	1,789	$	4,812	$	1,816,077	$	1,820,889

Total:	30-59		60-89		90 +		Total
	Days		Days		Days		30+ days				Total
(dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Loans

Commercial:
Commercial real estate	$	1,189	$	-	$	329	$	1,518	$	265,782	$	267,300
Other		-		-		14		14		19,543		19,557
Real estate mortgage - 1 to 4 family:
First mortgages		4,475		1,402		7,864		13,741		4,317,822		4,331,563
Home equity loans		15		28		318		361		56,378		56,739
Home equity lines of credit		621		-		1,267		1,888		407,373		409,261
Installment		127		41		85		253		13,385		13,638

Total	$	6,427	$	1,471	$	9,877	$	17,775	$	5,080,283	$	5,098,058

* Includes New York, New Jersey, Vermont and Massachusetts.

Page 65 of 111

	As of December 31, 2023

New York and other states*:	30-59		60-89		90 +		Total
	Days		Days		Days		30+ days				Total
(dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Loans

Commercial:
Commercial real estate	$	-	$	-	$	521	$	521	$	212,233	$	212,754
Other		-		26		-		26		20,837		20,863
Real estate mortgage - 1 to 4 family:
First mortgages		4,330		811		6,008		11,149		2,745,765		2,756,914
Home equity loans		20		138		157		315		43,837		44,152
Home equity lines of credit		591		135		1,499		2,225		210,073		212,298
Installment		6		18		95		119		11,938		12,057

Total	$	4,947	$	1,128	$	8,280	$	14,355	$	3,244,683	$	3,259,038

Florida:	30-59		60-89		90 +		Total
	Days		Days		Days		30+ days				Total
(dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Loans

Commercial:
Commercial real estate	$	-	$	-	$	-	$	-	$	39,501	$	39,501
Other		-		-		314		314		83		397
Real estate mortgage - 1 to 4 family:
First mortgages		1,290		78		1,433		2,801		1,547,390		1,550,191
Home equity loans		73		6		-		79		13,727		13,806
Home equity lines of credit		184		-		56		240		134,877		135,117
Installment		16		-		60		76		4,753		4,829

Total	$	1,563	$	84	$	1,863	$	3,510	$	1,740,331	$	1,743,841

Total:	30-59		60-89		90 +		Total
	Days		Days		Days		30+ days				Total
(dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Loans

Commercial:
Commercial real estate	$	-	$	-	$	521	$	521	$	251,734	$	252,255
Other		-		26		314		340		20,920		21,260
Real estate mortgage - 1 to 4 family:
First mortgages		5,620		889		7,441		13,950		4,293,155		4,307,105
Home equity loans		93		144		157		394		57,564		57,958
Home equity lines of credit		775		135		1,555		2,465		344,950		347,415
Installment		22		18		155		195		16,691		16,886

Total	$	6,510	$	1,212	$	10,143	$	17,865	$	4,985,014	$	5,002,879

* Includes New York, New Jersey, Vermont and Massachusetts.

Page 66 of 111

At December 31, 2024 and 2023, there were no loans that were 90 days past due and still accruing interest. As a result, non-accrual loans include all loans 90 days or more past due as well as certain loans less than 90 days past due that were placed on non-accrual status for reasons other than delinquent status. There are no commitments to extend further credit on non-accrual or modified loans.

The Company transfers loans to other real estate owned, at fair value less cost to sell, in the period the Company obtains physical possession of the property (through legal title or through a deed in lieu). Other real estate owned is included in other assets on the Consolidated Statements of Condition. As of December 31, 2024 other real estate owned included $2.2 million of residential foreclosed properties. In addition, non-accrual residential mortgage loans that were in the process of foreclosure had an amortized cost of $8.1 million as of December 31, 2024. As of December 31, 2023 other real estate owned included $194 thousand of residential foreclosed properties. In addition, non-accrual residential mortgage loans that were in the process of foreclosure had an amortized cost of $6.6 million as of December 31, 2023.

Loans individually evaluated for impairment are non-accrual loans delinquent greater than 180 days, non-accrual commercial loans, as well as loans classified as loan modifications. As of December 31, 2024, there was no allowance for credit losses based on loans individually evaluated for impairment. Residential and installment non-accrual loans which are not loan modifications or greater than 180 days delinquent are collectively evaluated to determine the allowance for credit loss.

The following tables present the amortized cost basis in non-accrual loans by portfolio segment as of December 31, 2024 and 2023:

	As of December 31, 2024
(dollars in thousands)	New York and other states*		Florida		Total
Loans in non-accrual status:
Commercial:
Commercial real estate	$	329	$	-	$	329
Other		14		-		14
Real estate mortgage - 1 to 4 family:
First mortgages		11,586		3,368		14,954
Home equity loans		432		94		526
Home equity lines of credit		2,653		194		2,847
Installment		108		22		130
Total non-accrual loans		15,122		3,678		18,800
Restructured real estate mortgages - 1 to 4 family		-		-		-
Total nonperforming loans	$	15,122	$	3,678	$	18,800

* Includes New York, New Jersey, Vermont and Massachusetts.

Page 67 of 111

	As of December 31, 2023
(dollars in thousands)	New York and other states*		Florida		Total
Loans in non-accrual status:
Commercial:
Commercial real estate	$	536	$	-	$	536
Other		-		314		314
Real estate mortgage - 1 to 4 family:
First mortgages		11,324		1,981		13,305
Home equity loans		235		44		279
Home equity lines of credit		2,816		247		3,063
Installment		151		15		166
Total non-accrual loans		15,062		2,601		17,663
Restructured real estate mortgages - 1 to 4 family		3		-		3
Total nonperforming loans	$	15,065	$	2,601	$	17,666

* Includes New York, New Jersey, Vermont and Massachusetts.

The following tables present the amortized cost basis of loans on non-accrual status and loans past due over 89 days still accruing as of December 31, 2024 and 2023:

	As of December 31, 2024
(dollars in thousands)	Non-accrual With No Allowance for Credit Loss		Non-accrual With Allowance for Credit Loss		Loans Past Due Over 89 Days Still Accruing


Commercial:
Commercial real estate	$	329	$	-		-
Other		14		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		13,560		1,394		-
Home equity loans		526		-		-
Home equity lines of credit		2,724		123		-
Installment		112		18		-
Total loans, net	$	17,265	$	1,535		-

Page 68 of 111

	As of December 31, 2023
(dollars in thousands)	Non-accrual With No Allowance for Credit Loss		Non-accrual With Allowance for Credit Loss		Loans Past Due Over 89 Days Still Accruing


Commercial:
Commercial real estate	$	536	$	-		-
Other		314		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		12,584		721		-
Home equity loans		271		8		-
Home equity lines of credit		2,395		668		-
Installment		144		22		-
Total loans, net	$	16,244	$	1,419		-

The non-accrual balance of $1.5 million and $1.4 million disclosed above was collectively evaluated and the associated allowance for credit losses on loans was not material as of December 31, 2024 and 2023, respectively.

A financial asset is considered collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. Expected credit losses for the collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

The following tables present the amortized cost basis of individually analyzed collateral dependent loans by portfolio segment as of December 31, 2024 and 2023:

	As of December 31, 2024
	Type of Collateral
(dollars in thousands)
	Real Estate		Investment Securities/Cash		Other
Commercial:
Commercial real estate	$	429		-		-
Other		14		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		19,928		-		-
Home equity loans		535		-		-
Home equity lines of credit		3,372		-		-
Installment		112		-		-
Total	$	24,390		-		-

Page 69 of 111

	As of December 31, 2023
	Type of Collateral
(dollars in thousands)
	Real Estate		Investment Securities/Cash		Other
Commercial:
Commercial real estate	$	643		-		-
Other		314		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		20,018		-		-
Home equity loans		371		-		-
Home equity lines of credit		3,239		-		-
Installment		144		-		-
Total	$	24,729		-		-

The Company has not committed to lend additional amounts to customers with outstanding loans that are modified. Interest income recognized on loans that are individually evaluated was not material during the years ended December 31, 2024, 2023 and 2022.

A loan for which the terms have been modified, and for which a borrower is experiencing financial difficulties, is considered a loan modification and is classified as individually evaluated. Loan modifications at December 31, 2024 are measured at the amortized cost using the loan’s effective rate at inception or fair value of the underlying collateral if the loan is considered collateral dependent.

As of December 31, 2024 and 2023 loans individually evaluated included approximately $7.0 million and $8.3 million, respectively, of loans in accruing status that were identified as loan modifications.

Pursuant to the adoption of ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructuring and Vintage Disclosures (“ASU 2022-02”), a borrower that is experiencing financial difficulty and receives a modification in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay or a term extension in the current period needs to be disclosed.

Page 70 of 111

The following table presents the amortized cost basis of loans at December 31, 2024 and 2023 that were both experiencing financial difficulty and modified during the year ended December 31, 2024 and 2023, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:

For the year ended:

New York and other states*:	December 31, 2024						December 31, 2023
	Payment			% of Total Class			Payment			% of Total Class
(dollars in thousands)	Delay			of Loans			Delay			of Loans

Commercial:
Commercial real estate		$	-		-			$	-		-
Other			-		-				-		-
Real estate mortgage - 1 to 4 family:
First mortgages			267		0.01	%			895		0.03	%
Home equity loans			19		0.04	%			-		-
Home equity lines of credit			238		0.10	%			50		0.02	%
Installment			-		-				-		-

Total		$	524		0.02	%		$	945		0.03	%

Florida:
	Payment			% of Total Class			Payment			% of Total Class
(dollars in thousands)	Delay			of Loans			Delay			of Loans

Commercial:
Commercial real estate		$	-		-			$	-		-
Other			-		-				-		-
Real estate mortgage - 1 to 4 family:
First mortgages			84		0.01	%			338		0.02	%
Home equity loans			88		0.65	%			-		-
Home equity lines of credit			70		0.04	%			-		-
Installment			-		-				-		-

Total		$	242		0.01	%		$	338		0.02	%

Total
	Payment			% of Total Class			Payment			% of Total Class
(dollars in thousands)	Delay			of Loans			Delay			of Loans

Commercial:
Commercial real estate		$	-		-			$	-		-
Other			-		-				-		-
Real estate mortgage - 1 to 4 family:
First mortgages			351		0.01	%			1,233		0.03	%
Home equity loans			107		0.19	%			-		-
Home equity lines of credit			308		0.08	%			50		0.02	%
Installment			-		-				-		-

Total		$	766		0.02	%		$	1,283		0.03	%

* Includes New York, New Jersey, Vermont and Massachusetts.

Page 71 of 111

The Bank monitors the performance of loans modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table describes the performance of loans that have been modified as of December 31, 2024 and 2023:

	As of December 31, 2024

New York and other states*:				30-59		60-89		90+
				Days		Days		Days
(dollars in thousands)	Current			Past Due		Past Due		Past Due	Total

Commercial:
Commercial real estate	$	-	$	-	$	-	$	-	$	-
Other		-		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		137		49		-		81		267
Home equity loans		19		-		-		-		19
Home equity lines of credit		238		-		-		-		238
Installment		-		-		-		-		-

Total	$	394	$	49	$	-	$	81	$	524

Florida:				30-59		60-89		90+
				Days		Days		Days
(dollars in thousands)	Current			Past Due		Past Due		Past Due	Total

Commercial:
Commercial real estate	$	-	$	-	$	-	$	-	$	-
Other		-		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		84		-		-		-		84
Home equity loans		88		-		-		-		88
Home equity lines of credit		70		-		-		-		70
Installment		-		-		-		-		-

Total	$	242	$	-	$	-	$	-	$	242

Total				30-59		60-89		90+
				Days		Days		Days
(dollars in thousands)	Current			Past Due		Past Due		Past Due	Total

Commercial:
Commercial real estate	$	-	$	-	$	-	$	-	$	-
Other		-		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		221		49		-		81		351
Home equity loans		107		-		-		-		107
Home equity lines of credit		308		-		-		-		308
Installment		-		-		-		-		-

Total	$	636	$	49	$	-	$	81	$	766

* Includes New York, New Jersey, Vermont and Massachusetts.

Page 72 of 111

	As of December 31, 2023

New York and other states*:				30-59		60-89		90+
				Days		Days		Days
(dollars in thousands)	Current			Past Due		Past Due		Past Due	Total

Commercial:
Commercial real estate	$	-	$	-	$	-	$	-	$	-
Other		-		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		691		152		-		52		895
Home equity loans		-		-		-		-		-
Home equity lines of credit		50		-		-		-		50
Installment		-		-		-		-		-

Total	$	741	$	152	$	-	$	52	$	945

Florida:				30-59		60-89		90+
				Days		Days		Days
(dollars in thousands)	Current			Past Due		Past Due		Past Due	Total

Commercial:
Commercial real estate	$	-	$	-	$	-	$	-	$	-
Other		-		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		338		-		-		-		338
Home equity loans		-		-		-		-		-
Home equity lines of credit		-		-		-		-		-
Installment		-		-		-		-		-

Total	$	338	$	-	$	-	$	-	$	338

Total				30-59		60-89		90+
				Days		Days		Days
(dollars in thousands)	Current			Past Due		Past Due		Past Due	Total

Commercial:
Commercial real estate	$	-	$	-	$	-	$	-	$	-
Other		-		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		1,029		152		-		52		1,233
Home equity loans		-		-		-		-		-
Home equity lines of credit		50		-		-		-		50
Installment		-		-		-		-		-

Total	$	1,079	$	152	$	-	$	52	$	1,283

* Includes New York, New Jersey, Vermont and Massachusetts.

Page 73 of 111

The following tables describes the financial effect of the modifications made to borrowers experiencing financial difficulty:

For the year ended:

	December 31, 2024			December 31, 2023
	Weighted			Weighted
New York and other states*:	Average			Average
	Payment			Payment
(dollars in thousands)	Delay (Months)			Delay (Months)

Commercial:
Commercial real estate		$	-		$	-
Other			-			-
Real estate mortgage - 1 to 4 family:			-			-
First mortgages			15			21
Home equity loans			24			-
Home equity lines of credit			17			18
Installment			-			-

Total		$	56		$	39

	Weighted			Weighted
Florida:	Average			Average
	Payment			Payment
(dollars in thousands)	Delay (Months)			Delay (Months)

Commercial:
Commercial real estate		$	-		$	-
Other			-			-
Real estate mortgage - 1 to 4 family:
First mortgages			12			24
Home equity loans			9			-
Home equity lines of credit			6			-
Installment			-			-

Total		$	27		$	24

	Weighted			Weighted
	Average			Average
	Payment			Payment
(dollars in thousands)	Delay (Months)			Delay (Months)

Commercial:
Commercial real estate		$	-		$	-
Other			-			-
Real estate mortgage - 1 to 4 family:
First mortgages			27			45
Home equity loans			33			-
Home equity lines of credit			23			18
Installment			-			-

Total		$	83		$	63

* Includes New York, New Jersey, Vermont and Massachusetts.

Page 74 of 111

There were no commitments to lend additional funds to the borrowers and there were no charge-offs recorded against the loans. The Company had no allowance for credit losses recorded against these loans as of December 31, 2024. The Company had 13 loan modifications totaling $1.2 million that had a payment default during the year ended December 31, 2024.

(5)	Bank Premises and Equipment

A summary of premises and equipment at December 31, 2024 and 2023 follows:

(dollars in thousands)
	2024			2023
Land	$	2,651		$	2,444
Buildings		37,103			36,347
Furniture, fixtures and equipment		64,059			62,902
Leasehold improvements		36,448			36,418
Total bank premises and equipment		140,261			138,111
Accumulated depreciation and amortization		(106,479	)		(104,104	)
Total	$	33,782		$	34,007

Depreciation and amortization expense was approximately $4.5 million, $4.1 million, and $4.1 million for the years 2024, 2023, and 2022, respectively. Occupancy expense of the Bank’s premises included rental expense of $8.4 million in 2024, and $8.2 million in both 2023 and 2022.

(6)

Deposits

Interest expense on deposits was as follows:

(dollars in thousands)	For the year ended December 31,
	2024		2023		2022

Interest bearing checking accounts	$	1,236	$	382	$	190
Savings accounts		2,876		2,531		920
Time deposits and money market accounts		86,474		50,439		4,617
Total	$	90,586	$	53,352	$	5,727

At December 31, 2024, the maturity of total time deposits is as follows:

(dollars in thousands)

Under 1 year	$	1,943,813
1 to 2 years		10,226
2 to 3 years		94,237
3 to 4 years		963
4 to 5 years		472
Over 5 years		48
	$	2,049,759

Included in total time deposits as of December 31, 2024 and 2023 is $561.3 million and $474.4 million in time deposits with balances in excess of $250,000.

Page 75 of 111

(7)	Borrowings

Short-term borrowings (repurchase agreements) of the Company were cash management accounts as follows:

(dollars in thousands)	2024			2023			2022

Amount outstanding at December 31,	$	84,781		$	88,990		$	122,700
Maximum amount outstanding at any month end		102,954			134,293			253,219
Average amount outstanding		89,707			114,639			177,599
Weighted average interest rate:
For the year		0.88	%		0.88	%		0.42	%
As of year end		0.88			0.86			0.86

Cash management accounts represent retail accounts with customers for which the Bank has pledged certain assets as collateral.

As of December 31, 2024 the Company also has borrowing capacity of $937.9 million available with the Federal Home Loan Bank of New York. The borrowings capacity is secured by the loans pledged by the Company. As of December 31, 2024 and 2023, the Company had no outstanding borrowings with the Federal Home Loan Bank of New York.

Trustco Bank is approved to borrow on short-term basis from the Federal Reserve Bank of New York. The Bank can pledge certain securities to the Federal Reserve Bank to support this arrangement. As of December 31, 2024 and 2023, the bank had no outstanding borrowings and loans with the Federal Reserve Bank of New York.

(8)	Income Taxes

A summary of income tax expense included in the Consolidated Statements of Income follows:

(dollars in thousands)	For the year ended December 31,
	2024		2023		2022
Current tax expense:
Federal	$	12,300	$	15,224	$	17,136
State		927		1,587		2,933
Total current tax expense		13,227		16,811		20,069
Deferred tax expense		1,986		2,156		4,114
Total income tax expense	$	15,213	$	18,967	$	24,183

Page 76 of 111

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2024 and 2023, are as follows:

	As of December 31,
(dollars in thousands)	2024			2023
	Deductible temporary differences			Deductible temporary differences

Benefits and deferred remuneration	$	(10,595	)	$	(9,490	)
Difference in reporting the allowance for credit losses, net		13,271			12,995
Other income or expense not yet reported for tax purposes		(2,409	)		(1,188	)
Depreciable assets		(2,432	)		(2,496	)
Net deferred tax liability at end of year		(2,165	)		(179	)

Net deferred tax (liability) asset at beginning of year		(179	)		1,977
Deferred tax expense	$	1,986		$	2,156

Deferred tax liabilities and assets are recognized subject to management’s judgment that realization is more likely than not. Based primarily on the sufficiency of expected future taxable income, management believes it is more likely than not that the remaining deferred tax liability of $2.2 million and $179 thousand at December 31, 2024 and 2023, respectively, will be realized.

In addition to the deferred tax items described in the preceding table, the Company has deferred tax assets of $7.6 million and $8.4 million at December 31, 2024 and 2023, respectively, relating to the net unrealized losses on securities available for sale and deferred tax liabilities of approximately $6.3 million and $3.7 million at December 31, 2024 and 2023, respectively, as a result of changes in the unrecognized overfunded position in the Company’s pension and postretirement benefit plans recorded, net of tax, as an adjustment to accumulated other comprehensive income.

The effective tax rates differ from the statutory federal income tax rate. The reasons for these differences are as follows:

	For the year ended December 31,
	2024			2023			2022
Statutory federal income tax rate		21.0	%		21.0	%		21.0	%
Increase/(decrease) in taxes resulting from:
State income tax, net of federal tax benefit		2.1			3.1			3.0
Other items		0.7			0.3			0.3
Effective income tax rate		23.8	%		24.4	%		24.3	%

On a periodic basis, the Company evaluates its income tax positions based on tax laws and regulations and financial reporting considerations, and records adjustments as appropriate. This evaluation takes into consideration the status of taxing authorities’ current examinations of the Company’s tax returns, recent positions taken by the taxing authorities on similar transactions, if any, and the overall tax environment in relation to uncertain tax positions. As of December 31, 2024 and 2023, no uncertain tax positions have been recorded.

The Company does not anticipate a material charge to the amount of unrecognized tax benefits in the next twelve months.

The Company recognizes interest and/or penalties related to income tax matters in noninterest expense. For the years 2024, 2023, and 2022, these amounts were not material. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction as well as in various states. In the normal course of business, the Company is subject to U.S. federal, state, and local income tax examinations by tax authorities. The Company’s federal and state income tax returns for the years 2021 through 2024 remain open to examination.

Page 77 of 111

(9)	Benefit Plans

(a)	Retirement Plan

The Company maintains a trusteed non-contributory pension plan covering employees that have completed one year of employment and 1,000 hours of service while the plan was in effect. This plan was frozen as of December 31, 2006. The benefits are based on the sum of (a) a benefit equal to a prior service benefit plus the average of the employees’ highest five consecutive years’ compensation in the ten years preceding retirement multiplied by a percentage of service after a specified date plus (b) a benefit based upon career average compensation. The amounts contributed to the plan are determined annually on the basis of (a) the maximum amount that can be deducted for federal income tax purposes or (b) the amount certified by a consulting actuary as necessary to avoid an accumulated funding deficiency as defined by the Employee Retirement Income Security Act of 1974. Contributions are intended to provide for benefits attributed to service to date. Assets of the plan are administered by Trustco Bank’s Financial Services Department.

The following tables set forth the plan’s funded status and amounts recognized in the Company’s consolidated statements of condition at December 31, 2024 and 2023:

Change in Projected Benefit Obligation:

	December 31,
(dollars in thousands)	2024			2023

Projected benefit obligation at beginning of year	$	23,159		$	23,042
Service cost		-			-
Interest cost		1,155			1,213
Benefit payments and expected expenses		(1,664	)		(1,741	)
Net actuarial (gain) loss		(1,058	)		645

Projected benefit obligation at end of year	$	21,592		$	23,159

Change in Plan Assets and Reconciliation of Funded Status:

	December 31,
(dollars in thousands)	2024			2023

Fair Value of plan assets at beginning of year	$	59,641		$	52,673
Actual gain on plan assets		9,491			8,747
Benefit payments and actual expenses		(1,711	)		(1,779	)
Fair value of plan assets at end of year		67,421			59,641

Funded status at end of year	$	45,829		$	36,482

Amounts recognized in accumulated other comprehensive income (loss) consist of the following as of:

	December 31,
	2024		2023
Net actuarial gain	$	13,915	$	6,550

The accumulated benefit obligation was $21.6 million and $23.2 million at December 31, 2024 and 2023, respectively.

Page 78 of 111

Components of Net Periodic Pension Income and Other Amounts Recognized in Other Comprehensive Income (Loss):

	For the years ended December 31,
(dollars in thousands)	2024			2023			2022

Service cost	$	-		$	-		$	-
Interest cost		1,155			1,213			888
Expected return on plan assets		(3,050	)		(2,684	)		(3,227	)
Amortization of net gain		(86	)		-			-
Net periodic pension credit		(1,981	)		(1,471	)		(2,339	)

Amortization of net gain		86			-			-
Net actuarial (gain) loss included in other comprehensive loss		(7,451	)		(5,380	)		4,869
Total recognized in other comprehensive loss		(7,365	)		(5,380	)		4,869

Total recognized in net periodic benefit (credit) cost and other comprehensive loss	$	(9,346	)	$	(6,851	)	$	2,530

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

(dollars in thousands)

Year	Pension Benefits
2025	$	1,698
2026		1,721
2027		1,728
2028		1,782
2029		1,782
2030 - 2034		8,551

The assumptions used to determine benefit obligations at December 31 are as follows:

		2024				2023				2022
Discount rate			5.69	%			5.18	%			5.44	%

The assumptions used to determine net periodic pension expense (benefit) for the years ended December 31 are as follows:

	2024			2023			2022
Discount rate		5.18	%		5.44	%		2.96	%
Expected long-term rate of return on assets		5.25			5.25			5.25

The annual rate assumption used for purposes of computing the service and interest costs components is determined based upon factors including the yields on high quality corporate bonds and other appropriate yield curves along with analysis prepared by the Company’s actuaries.

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(b)	Supplemental Retirement Plan

The Company also has a supplementary pension plan under which additional retirement benefits are accrued for eligible executive officers. This plan supplements the defined benefit retirement plan for eligible employees that exceed the Internal Revenue Service limit on the amount of pension payments that are allowed from a retirement plan. The supplemental plan provides eligible employees with total benefit payments as calculated by the retirement plan without regard to this limitation. Benefits under this plan are calculated using the same actuarial assumptions and interest rates as used for the retirement plan calculations. The accumulated benefits under this supplementary pension plan were approximately $2.3 million as of December 31, 2024 and 2023. Effective as of December 31, 2008, this plan has been frozen and no additional benefits will accrue. Instead, the amount of the Company’s annual contribution to the plan plus interest is paid directly to each eligible employee. The expense recorded for this plan was $2.8 million in 2024 and $2.9 million in 2023.

Rabbi trusts have been established for this plan. These trust accounts are administered by the Trustco Financial Services Department and invest primarily in bonds issued by government-sponsored enterprises and money market instruments. These assets are recorded at their fair value and are included in short-term investments in the Consolidated Statements of Condition. As of December 31, 2024 and 2023, the trusts had assets totaling $2.5 million and $2.4 million, respectively.

(c)	Postretirement Benefits

The Company permits retirees under age 65 to participate in the Company’s medical plan by making certain payments. In addition, the plan provides a death benefit to certain eligible employees and retirees. In 2003, the Company amended the medical plan to reflect changes to the retiree medical insurance coverage portion. The Company’s subsidy of the retiree medical insurance premiums was eliminated at that time. The Company continues to provide postretirement medical benefits for a limited number of executives in accordance with their employment contracts.

The following tables show the plan’s funded status and amounts recognized in the Company’s Consolidated Statements of Condition at December 31, 2024 and 2023:

Change in Accumulated Benefit Obligation:

(dollars in thousands)	December 31,
	2024			2023
Accumulated benefit obligation at beginning of year	$	5,628		$	4,893
Service cost		18			11
Interest cost		284			271
Prior Service cost		-			-
Benefits paid		(194	)		(74	)
Net actuarial loss		478			527

Accumulated benefit obligation at end of year	$	6,214		$	5,628

Change in Plan Assets and Reconciliation of Funded Status:

(dollars in thousands)	December 31,
	2024			2023
Fair value of plan assets at beginning of year	$	33,224		$	28,988
Actual gain on plan assets		4,877			4,260
Company contributions		172			50
Benefits paid and actual expenses		(194	)		(74	)
Fair value of plan assets at end of year		38,079			33,224

Funded status at end of year	$	31,865		$	27,596

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Amounts recognized in accumulated other comprehensive income consist of the following as of:

(dollars in thousands)	December 31,
	2024			2023
Net actuarial gain	$	(10,247	)	$	(7,912	)
Prior service cost		55			68

Total	$	(10,192	)	$	(7,844	)

The accumulated benefit obligation was $6.2 million and $5.6 million at December 31, 2024 and 2023, respectively.

Components of Net Periodic Benefit Income and Other Amounts Recognized in Other Comprehensive Income (Loss):

(dollars in thousands)	December 31,
	2024			2023			2022
Service cost	$	18		$	11		$	18
Interest cost		284			271			207
Expected return on plan assets		(1,326	)		(1,157	)		(1,332	)
Amortization of net actuarial gain		(738	)		(423	)		(1,008	)
Amortization of prior service cost		13			13			(313	)
Net periodic benefit credit		(1,749	)		(1,285	)		(2,428	)

Net (gain) loss		(3,073	)		(2,575	)		3,397
Amortization of prior service (cost) credit		(13	)		(13	)		313
Prior service cost		-			-			-
Amortization of net gain		738			423			1,008
Total amount recognized in other comprehensive loss		(2,348	)		(2,165	)		4,718

Total amount recognized in net periodic benefit cost and other comprehensive loss	$	(4,097	)	$	(3,450	)	$	2,290

The estimated amount of net gain that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit income over the next fiscal year is approximately $738 thousand. The estimated amount of prior service cost that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit income (loss) over the next fiscal year is approximately $13 thousand.

Expected Future Benefit Payments

The following benefit payments are expected to be paid:

(dollars in thousands)
Year	Postretirement Benefits

2025	$	268
2026		319
2027		360
2028		405
2029		439
2030 - 2034		2,102

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The discount rate assumption used to determine benefit obligations at December 31 is as follows:

		2024				2023				2022
Discount rate			5.69	%			5.18	%			5.44	%

The assumptions used to determine net periodic pension expense (benefit) for the years ended December 31 are as follows:

	2024			2023			2022
Discount rate		5.18	%		5.44	%		2.96	%
Expected long-term rate of return on assets, net of tax		4.00			4.00			4.00

(d)	Components of Accumulated Other Comprehensive Income (Loss) Related to Retirement and Postretirement Benefit Plans

The following table details the change in the components of other comprehensive income (loss) related to the retirement plan and the postretirement benefit plan, at December 31, 2024 and 2023, respectively:

(dollars in thousands)	December 31, 2024
	Retirement Plan			Post- Retirement Benefit Plan			Total
Change in overfunded position of pension and postretirement benefits	$	(7,451	)	$	(3,073	)	$	(10,524	)
Prior service cost		-			-			-
Amortization of net actuarial gain		86			738			824
Amortization of prior service cost		-			(13	)		(13	)
Total	$	(7,365	)	$	(2,348	)	$	(9,713	)

	December 31, 2023
	Retirement Plan			Post- Retirement Benefit Plan			Total
Change in overfunded position of pension and postretirement benefits	$	(5,380	)	$	(2,575	)	$	(7,955	)
Prior service cost		-			-			-
Amortization of net actuarial gain		-			423			423
Amortization of prior service cost		-			(13	)		(13	)
Total	$	(5,380	)	$	(2,165	)	$	(7,545	)

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(e)	Major Categories of Pension and Postretirement Benefit Plan Assets:

The asset allocations of the Company’s pension and postretirement benefit plans at December 31, were as follows:

	Pension Benefit Plan Assets						Postretirement Benefit Plan Assets
	2024			2023			2024			2023
Debt Securities		34	%		34	%		32	%		27	%
Equity Securities		62			63			62			61
Other		4			3			6			12
Total		100	%		100	%		100	%		100	%

The expected long-term rate-of-return on plan assets, noted in sections (a) and (b) above, reflects long-term earnings expectations on existing plan assets. In estimating that rate, appropriate consideration was given to historical returns earned by plan assets and the rates of return expected to be available for reinvestment. Rates of return were adjusted to reflect current capital market assumptions and changes in investment allocations.

The Company’s investment policies and strategies for the pension benefit and postretirement benefit plans prescribe a target allocation of 50% to 70% equity securities, 25% to 40% debt securities, and 0% to 10% for other securities for the asset categories. The Company’s investment goals are to maximize returns subject to specific risk management policies. Its risk management policies permit direct investments in equity and debt securities and mutual funds while prohibiting direct investment in derivative financial instruments. The Company addresses diversification by the use of mutual fund investments whose underlying investments are in domestic and international debt and equity securities. These mutual funds are readily marketable and can be sold to fund benefit payment obligations as they become payable.

Fair Value of Plan Assets:

Fair value is the exchange price that would be received for an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Equity mutual funds, Fixed Income mutual funds and Debt Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2).

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The fair value of the plan assets at December 31, 2024 and 2023, by asset category, is as follows:

			Fair Value Measurements at December 31, 2024 Using:
Retirement Plan (dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Plan Assets
Cash and cash equivalents	$	2,848	$	2,848	$	-	$	-
Equity mutual funds		41,384		41,384		-		-
U.S. government sponsored enterprises		22,659		-		22,659		-
Fixed income mutual funds		530		530		-		-

Total Plan Assets	$	67,421	$	44,762	$	22,659	$	-

			Fair Value Measurements at December 31, 2024 Using:
Postretirement Benefits (dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Plan Assets
Cash and cash equivalents	$	2,407	$	2,407	$	-	$	-
Equity mutual funds		23,377		23,377		-		-
U.S. government sponsored enterprises		12,295		-		12,295		-

Total Plan Assets	$	38,079	$	25,784	$	12,295	$	-

			Fair Value Measurements at December 31, 2023 Using:
Retirement Plan (dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Plan Assets
Cash and cash equivalents	$	1,811	$	1,811	$	-	$	-
Equity mutual funds		37,615		37,615		-		-
U.S. government sponsored enterprises		19,674		-		19,674		-
Corporate bonds		-		-		-		-
Fixed income mutual funds		541		541		-		-

Total Plan Assets	$	59,641	$	39,967	$	19,674	$	-

				Fair Value Measurements at December 31, 2023 Using:
Postretirement Benefits (dollars in thousands)	Carrying Value			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Plan Assets
Cash and cash equivalents		$	3,986		$	3,986		$	-		$	-
Equity mutual funds			20,236			20,236			-			-
U.S. government sponsored enterprises			9,002			-			9,002			-

Total Plan Assets		$	33,224		$	24,222		$	9,002		$	-

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At December 31, 2024 and 2023, the majority of the equity mutual funds included in the plan assets of the retirement plan and postretirement benefit plan consist of large-cap index funds, while the remainder of the equity mutual funds consists of mid‑cap, small‑cap and international funds.

There were no transfers between Level 1 and Level 2 in 2024 and 2023.

The Company made no contributions to its pension and postretirement benefit plans in 2024 or 2023. The Company does not expect to make any contributions to its pension and postretirement benefit plans in 2025.

(f)	Incentive and Bonus Plans

During 2006, the Company amended its profit sharing plan to include a 401(k) feature. Under the 401(k) feature, the Company matches 100% of the aggregate salary contribution up to the first 3% of compensation and 50% of the aggregate contribution of the next 3%. No profit sharing contributions were made in 2023, 2022 or 2021 but were replaced with Company contributions to the 401(k) feature of the plan. Expenses related to the plan equaled $1.4 million for 2024 and 2023, and $1.3 million for 2022.

The Company also has an officers and executive incentive plan. The expense of these plans generally is based on the Company’s performance and estimated distributions to participants are accrued during the year and generally paid in the following year. The expense recorded for this plan was $625 thousand, $2.3 million, and $1.3 million in 2024, 2023 and 2022, respectively.

The Company has also awarded 284 thousand performance bonus units to the executive officers and directors. These units become vested and exercisable only under a change of control as defined in the plan. The units were awarded based upon the stock price at the time of grant and, if exercised under a change of control, allow the holder to receive the increase in value offered in the exchange over the stock price at the date of grant for each unit, if any. As of December 31, 2024, the weighted average strike price of each unit was $53.61.

(g)	Stock-Based Compensation Plans-Equity Awards

Equity awards are types of stock-based compensation that are to be settled in shares. As such, the amount of compensation expense to be paid at the time of settlement is included in surplus in the Consolidated Statement of Condition.

In May 2019, shareholders of the Company approved the TrustCo Bank Corp NY 2019 Equity Incentive Plan (“2019 Equity Incentive Plan”) which replaced and combined into one plan both the Amended and Restated TrustCo Bank Corp NY 2010 Equity Incentive Plan (“2010 Equity Incentive Plan”) and the Amended and Restated TrustCo Bank Corp NY 2010 Directors Equity Incentive Plan (“Directors Plan”), and all remaining shares eligible for issuance thereunder were canceled. Awards previously made under the prior plans remain in effect in accordance with the terms of those awards. The shareholders of the Company subsequently approved the amendment and restatement of the 2019 Equity Incentive Plan (“A&R 2019 Equity Incentive Plan”) in May 2023. Under the A&R 2019 Equity Incentive Plan, the Company may provide for the issuance of 700,000 shares of our common stock which is available for issuance pursuant to options, SARs, restricted stock, and restricted stock units (both time based and performance based), to eligible employees and directors. This allotment of 700,000 shares includes the authorized but unissued shares remaining available for issuance under the 2010 Equity Incentive Plan and the Directors Plan. As of December 31, 2024, the Company did not issue any shares of our common stock pursuant to options or SARs. The Company did, however, grant restricted stock units (both time based and performance based) to certain executives in November 2023 and 2024 that will settle in shares of common stock upon vesting as described below. The Company also granted restricted stock units (both time based and performance based) to directors and certain eligible officers that will settle in cash upon vesting as described below.

Under the A&R 2019 Equity Incentive Plan, the exercise price of each option may not be less than 100% of the fair value of the Company’s stock on the date of grant, and for an Incentive Stock Option (ISO) granted to a ten-percent shareholder the option price may not be less than 110% of the fair value of the Company’s stock on the date of the ISO grant. The vesting period and term of the option will be determined at the time of the option grant as set forth in the Award Agreement. Options granted under the 2010 Equity Incentive Plan and the Directors Plan will continue to expire ten years, and vest over five years, from the date the options were granted.

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A summary of the status of TrustCo’s stock option awards as of December 31, 2024 and changes during the year then ended, are as follows:

	Outstanding Options
	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance, January 1, 2024		47,541		$	34.01
New options awarded - 2024		-			-
Expired options - 2024		(9,600	)		36.10
Options forfeited - 2024		-			-
Exercised options - 2024		(29,905	)		33.84
Balance, December 31, 2024		8,036		$	32.15	.88 years

	Exercisable Options

Balance, December 31, 2024		8,036	$	32.15	.88 years

At December 31, 2024, the intrinsic value of stock options was $9 thousand. All outstanding options were vested as of December 31, 2024.

During 2024 approximately 30 thousand shares of stock were exercised. In 2023 there was no options exercised and during 2022 approximately 12 thousand shares of stock were exercised.The intrinsic value and related tax benefits of stock options exercised in these years were not material. It is the Company’s policy to generally issue stock upon stock option exercises from previously unissued shares of common stock or treasury shares.

Income tax benefits recognized in the accompanying Consolidated Statements of Income related to stock-based compensation were not material.

Valuation of Stock-Based Compensation: The fair value of the Company’s employee and director stock options granted is estimated on the measurement date, which, for the Company, is the date of grant. The Company did not grant new stock option awards in 2024, 2023, or 2022.

There was no stock-based compensation expense for stock options recognized in 2024,2023, and 2022.

Restricted stock units

	Shares			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2024		27,316		$	27.09
Granted		20,348
Vested		(9,105	)
Forfeited		-
Nonvested at December 31, 2024		38,559		$	31.99

Service-Based Awards: During 2024 and 2023, the Company issued restricted stock units to certain eligible officers. The restricted share units do not hold voting powers, and are not eligible for common stock dividends. Depending on the year of the grant the awards vest in whole units in equal installments from the first through the third year following the award date. Upon issuance, the fair value of these awards is the fair value of the Company’s common stock on the grant date. Thereafter, the amount of compensation expense recognized is based on the fair value of the Company’s stock.

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During 2024 and 2023, the Company recognized $287 thousand and $41 thousand, respectively, in compensation expense related to these awards. Unrecognized compensation expense related to the outstanding restricted share units totaled approximately $1.2 million at December 31, 2024. During 2024, one third of the awards granted in 2023 became vested and settled. The weighted average period over which the unrecognized expense is expected to be recognized was approximately 29 months as of December 31, 2024.

Performance share units

	Shares		Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2024		40,977	$	27.09
Granted		30,520
Vested		-
Forfeited		-
Nonvested at December 31, 2024		71,497	$	31.05

Performance Based Awards: During 2024 and 2023, the Company issued performance share units to certain eligible officers and executives. These units do not hold voting powers, are not eligible for common stock dividends, and become 100% vested after three years based upon a cliff-vesting schedule and the satisfaction of performance metrics. Upon issuance, fair value of these units was the fair value of the Company’s common stock on the grant date. Thereafter, the amount of compensation expense recognized is based upon the Company’s achievement of certain performance criteria in accordance with Plan provisions as well as the fair value of the Company’s stock.

During 2024 and 2023, the Company recognized approximately $432 thousand and $62 thousand, respectively, in compensation expense related to these units. Unrecognized compensation expense related to the outstanding performance share units totaled $1.7 million at December 31, 2024. The weighted average period over which the unrecognized expense is expected to be recognized was approximately 29 months as of December 31, 2024.

(h)	Stock-Based Compensation Plans-Liability Awards

Liability awards are types of compensation that are settled in cash (not shares). As such, the amount of compensation expense to be paid at the time of settlement is included in accrued expenses and other liabilities in the Consolidated Statement of Condition. The Company granted both service-based and performance based liability awards in 2024, 2023 and 2022.

The activity for service-based awards during 2024 was as follows:

Restricted share units

	Outstanding Units
Balance, December 31, 2023		64,151
New cash settled awards granted		21,660
Forfeited awards		(4,271	)
Awards settled		(36,475	)
Balance, December 31, 2024		45,065

Service-Based Awards: During 2024 and 2023, the Company issued restricted share units to certain eligible officers, executives and members of its board of directors. The restricted share units do not hold voting powers, and are not eligible for common stock dividends. The awards granted to the members of the board of directors become 100% vested after one year, and all other awards granted vest in whole units in equal installments from the first through the third year following the award date. Upon issuance, the fair value of these awards is the fair value of the Company’s common stock on the grant date. Thereafter, the amount of compensation expense recognized is based on the fair value of the Company’s stock.

During 2024, 2023 and 2022, the Company recognized $1.3 million, $1.1 million and $1.6 million, respectively, in compensation expense related to these awards. Unrecognized compensation expense related to the outstanding restricted share units totaled approximately $1.3 million at December 31, 2024. During 2024, one third of the awards granted in 2021, 2022 and 2023 became vested and settled. The weighted average period over which the unrecognized expense is expected to be recognized was approximately 23 months as of December 31, 2024.

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The liability related to service-based liability awards was approximately $156 thousand and $202 thousand at December 31, 2024 and 2023, respectively, and is included in Accrued expense and other liabilities on the Consolidated Statements of Condition.

The activity for performance-based awards during 2024 was as follows:

Performance share units

	Outstanding Units
Balance, December 31, 2023		135,666
New cash settled awards granted		29,092
Forfeited awards		(1,027	)
Awards settled		(63,008	)
Balance, December 31, 2024		100,723

Performance Based Awards: During 2024, 2023 and 2022, the Company issued performance share units to certain eligible officers and executives. These units do not hold voting powers, are not eligible for common stock dividends, and become 100% vested after three years based upon a cliff-vesting schedule and the satisfaction of performance metrics. Upon issuance, fair value of these units was the fair value of the Company’s common stock on the grant date. Thereafter, the amount of compensation expense recognized is based upon the Company’s achievement of certain performance criteria in accordance with Plan provisions as well as the fair value of the Company’s stock.

For units granted in 2021, those have been fully vested and unpaid. For units granted subsequent to 2021, all of the units are unvested as of December 31, 2024, and the Company expects to meet the required performance criteria of the awards.

During 2024, 2023 and 2022, the Company recognized approximately $2.1 million, $1.5 million and $1.3 thousand, respectively, in compensation expense related to these units. Unrecognized compensation expense related to the outstanding performance share units totaled $870 thousand at December 31, 2024. The weighted average period over which the unrecognized expense is expected to be recognized was approximately 19 months as of December 31, 2024.

The liability related to performance-based liability awards totaled $3.6 million and $3.5 million at December 31, 2024 and 2023, respectively, and is included in Accrued expense and other liabilities on the Consolidated Statements of Condition.

(10)	Commitments and Contingent Liabilities

(a)	Litigation

In the normal course of business, TrustCo and Trustco Bank become involved in a variety of routine legal proceedings. At present, there are no legal proceedings pending or threatened, which in the opinion of management and counsel, would result in a material loss to TrustCo or Trustco Bank.

Like many banks, Trustco Bank has been subject to putative class-action claims alleging improper overdraft practices. Trustco Bank has reached an agreement to settle all claims thus asserted. That settlement agreement, which is subject to court approval, calls for the creation of a fund (“Fund”) to be overseen by a court-supervised administrator that will determine which Trustco Bank customers and former customers meet the criteria for participation in the settlement. That administrator also will distribute the Fund on a pro rata basis to eligible customers and former customers. The fees of the plaintiffs’ attorneys and other expenses also will be paid out of the Fund. The total liability of TrustCo and Trustco Bank in connection with this settlement will be $2.75 million. The Company has accrued for this amount as of December 31, 2024.

(b)	Outsourced Services

The Company contracted with third-party service providers to perform certain banking functions. The outsourced services include data and item processing for the Bank and trust operations. The service expense can vary based upon the volume and nature of transactions processed. Outsourced service expense was $10.9 million for 2024, $10.0 million for 2023 and $9.2 million in 2022. The Company is contractually obligated to pay these third -party service providers approximately $10 million to $11 million per year through 2030.

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(11)	Earnings Per Share

The Company computes earnings per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share (“ASC 260”). TrustCo adopted FASB Staff Position on Emerging Issues Task Force 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, as codified in FASB ASC 260-10 (“ASC 260-10”), which clarified that unvested share-based payment awards that contain non-forfeitable rights to receive dividends or divided equivalents (whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing earnings per share (“EPS”). Participating securities under this statement include the unvested employees’ and directors’ restricted stock awards with time-based vesting, which receive non-forfeitable dividend payments. For the years presented, the Company no longer has unvested awards that would be considered participating securities.

A reconciliation of the component parts of earnings per share for 2024, 2023, and 2022 follows:

(dollars in thousands,
except per share data)	For the years ended December 31,
	2024		2023		2022

Net income	$	48,833	$	58,646	$	75,234
Weighted average common shares		19,018		19,024		19,131

Effect of dilutive common stock options		19		1		2

Weighted average common shares including potential dilutive shares		19,037		19,025		19,133

Basic EPS	$	2.57	$	3.08	$	3.93

Diluted EPS	$	2.57	$	3.08	$	3.93

For the years ended December 31, 2024 and 2023, there were 42 thousand and 73 thousand, respectively, of antidilutive stock options excluded from diluted earnings per share. The stock options are antidilutive because the strike price is greater than the average fair value of the Company’s common stock for the periods presented.

(12)	Off-Balance Sheet Financial Instruments

Loan commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require a fee. Commitments sometimes expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. These arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Bank’s normal credit policies, including obtaining collateral. The Bank’s maximum exposure to credit loss for loan commitments, including unused lines of credit, at December 31, 2024 and 2023, was $601.2 million and $596.8 million, respectively. Approximately 62% and 71% of these commitments were for variable rate products at the end of 2024 and 2023, respectively.

The Company does not issue any guarantees that require liability-recognition or disclosure, other than its standby letters of credit. The Company has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the performance of a customer to a third party. Standby letters of credit generally arise in connection with lending relationships. The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit totaled approximately $4.6 Million and $4.8 million at December 31, 2024 and 2023, and represent the maximum potential future payments the Company could be required to make. Typically, these instruments have terms of 12 months or less and expire unused; therefore, the total amounts do not necessarily represent future cash requirements. Each customer is evaluated individually for creditworthiness under the same underwriting standards used for commitments to extend credit and on-balance sheet instruments. Company policies governing loan collateral apply to standby letters of credit at the time of credit extension. Loan‑to‑value ratios are generally consistent with loan‑to‑value requirements for other commercial loans secured by similar types of collateral. The fair value of the Company’s standby letters of credit at December 31, 2024 and 2023 was insignificant.

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No losses are anticipated as a result of loan commitments or standby letters of credit.

(13)	Fair Value

Fair value measurements (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices or similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the value that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of assets and liabilities:

Securities Available for Sale: The fair value of securities available for sale are determined utilizing an independent pricing service for identical assets or significantly similar securities. The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows. This results in a Level 2 classification of the inputs for determining fair value. Interest and dividend income is recorded on the accrual method and included in the income statement in the respective investment class under total interest income. The Company does not have any securities that would be designated as level 3.

Other Real Estate Owned: Assets acquired through loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process to adjust for differences between the comparable sales and income data available. This results in a Level 3 classification of the inputs for determining fair value.

Individually Evaluated Loans: Loans individually evaluated carried at fair value generally have had a charge-off through the allowance for credit losses on loans. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process to adjust for differences between the comparable sales and income data available. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value. When obtained, non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Loans individually evaluated are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

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Assets and liabilities measured at fair value under ASC 820 on a recurring basis are summarized below:

There were no transfers between Level 1 and Level 2 in 2024 and 2023.

	Fair Value Measurements at December 31, 2024 Using:
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Securities available for sale:
U.S. government sponsored enterprises	$	85,617	$	-	$	85,617	$	-
State and political subdivisions		18		-		18		-
Mortgage backed securities and collateralized mortgage obligations - residential		213,128		-		213,128		-
Corporate bonds		44,581		-		44,581		-
Small Business Administration - guaranteed participation securities		14,141		-		14,141		-
Other		700		-		700		-

Total securities available for sale	$	358,185	$	-	$	358,185	$	-

	Fair Value Measurements at December 31, 2023 Using:
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Securities available for sale:
U.S. government sponsored enterprises	$	118,668	$	-	$	118,668	$	-
State and political subdivisions		26		-		26		-
Mortgage backed securities and collateralized mortgage obligations - residential		237,677		-		237,677		-
Corporate bonds		78,052		-		78,052		-
Small Business Administration - guaranteed participation securities		17,186		-		17,186		-
Other		680		-		680		-

Total securities available for sale	$	452,289	$	-	$	452,289	$	-

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Assets measured at fair value on a non-recurring basis are summarized below:

	Fair Value Measurements at December 31, 2024 Using:
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Valuation technique	Unobservable inputs	Range (Weighted Average)

Other real estate owned	$	2,174	$	-	$	-	$	2,174	Sales comparison approach	Adjustments for differences between comparable sales		0% - 44% (18	%)

Individually evaluated loans:
Real estate mortgage - 1 to 4 family		-		-		-		-	Sales comparison approach	Adjustments for differences between comparable sales		N/A

	Fair Value Measurements at December 31, 2023 Using:
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Valuation technique	Unobservable inputs	Range (Weighted Average)

Other real estate owned	$	194	$	-	$	-	$	194	Sales comparison approach	Adjustments for differences between comparable sales		0% - 39% (20	%)

Individually evaluated loans:
Real estate mortgage - 1 to 4 family		-		-		-		-	Sales comparison approach	Adjustments for differences between comparable sales		N/A

Other real estate owned, which is carried at fair value less costs to sell, was approximately $2.2 million at December 31, 2024, and consisted of residential and commercial real estate properties. A valuation charge of $350 thousand is included in earnings for the year ended December 31, 2024.

Of the total individually evaluated loans of $24.4 million at December 31, 2024, there are no loans that were collateral dependent and are carried at fair value measured on a non-recurring basis. Due to the sufficiency of charge-offs taken on these loans and the adequacy of the underlying collateral, there were no specific valuation allowances for these loans at December 31, 2024. There were no gross charge-offs related to residential impaired loans included in the table above.

Other real estate owned, which is carried at fair value less costs to sell, was approximately $194 thousand at December 31, 2023, and consisted of only residential real estate properties. A valuation charge of $143 thousand is included in earnings for the year ended December 31, 2023.

Of the total individually evaluated loans of $24.7 million at December 31, 2023, there are no loans that were collateral dependent and are carried at fair value measured on a non-recurring basis. Due to the sufficiency of charge-offs taken on these loans and the adequacy of the underlying collateral, there were no specific valuation allowances for these loans at December 31, 2023. There were no gross charge-offs related to residential impaired loans included in the table above.

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In accordance with ASC 825, the carrying amounts and estimated fair values (exit price) of financial instruments at December 31, 2024 and 2023 are as follows:

(dollars in thousands)	Carrying		Fair Value Measurements at December 31, 2024 Using:
	Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	641,812		641,812		-		-		641,812
Securities available for sale		358,185		-		358,185		-		358,185
Held to maturity securities		5,365		-		5,306		-		5,306
Federal Reserve Bank and
Federal Home Loan Bank stock		6,507		N/A		N/A		N/A		N/A
Net loans		5,047,810		-		-		4,589,822		4,589,822
Accrued interest receivable		13,194		271		1,317		11,606		13,194
Financial liabilities:
Demand deposits		762,101		762,101		-		-		762,101
Interest bearing deposits		4,628,882		2,579,123		2,038,200		-		4,617,323
Short-term borrowings		84,781		-		84,781		-		84,781
Accrued interest payable		3,817		216		3,601		-		3,817

(dollars in thousands)	Carrying		Fair Value Measurements at December 31, 2023 Using:
	Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	578,004		578,004		-		-		578,004
Securities available for sale		452,289		-		452,289		-		452,289
Held to maturity securities		6,458		-		6,396		-		6,396
Federal Reserve Bank and
Federal Home Loan Bank stock		6,203		N/A		N/A		N/A		N/A
Net loans		4,954,301		-		-		4,422,027		4,422,027
Accrued interest receivable		13,683		234		1,920		11,529		13,683
Financial liabilities:
Demand deposits		754,532		754,532		-		-		754,532
Interest bearing deposits		4,596,245		2,760,221		1,819,789		-		4,580,010
Short-term borrowings		88,990		-		88,990		-		88,990
Accrued interest payable		3,612		256		3,356		-		3,612

(14)	Regulatory Capital Requirements

Depository institutions and their holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy rules and regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can result in regulatory action. The capital rules include a capital conservation buffer of 2.5% that is designed to absorb losses during periods of economic stress and to require increased capital levels before capital distributions and certain other payments can be made. Failure to meet the full amount of the buffer will result in restrictions on capital distributions, including dividend payments and stock repurchases, and to pay discretionary bonuses to executive officers. For regulatory capital purposes, the ratios exclude the impact of accumulated other comprehensive income (loss). As of December 31, 2023, the Company and Bank meet all capital adequacy requirements to which they are subject and reported capital in levels that exceeded the capital conservation buffer.

Prompt corrective action regulations, to which banks, but not their holding companies, are subject, provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. If a bank is not classified as well capitalized, its ability to accept brokered deposits is restricted. If a bank is undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. The federal banking agencies are required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution or its holding company. Such actions could have a direct material effect on an institution’s or its holding company’s financial statements. As of December 31, 2024 and December 31, 2023, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

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The following is a summary of actual capital amounts and ratios as of December 31, 2024 and 2023, for Trustco Bank:

	As of December 31, 2024						Well			Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount			Ratio			Capitalized⁽¹⁾			Buffer⁽¹⁾⁽²⁾

Tier 1 leverage ratio		$	652,668		10.618	%		5.000	%		4.000	%
Common equity Tier 1 capital			652,668		18.542			6.500			7.000
Tier 1 risk-based capital			652,668		18.542			8.000			8.500
Total risk-based capital			696,767		19.795			10.000			10.500

	As of December 31, 2023						Well			Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount			Ratio			Capitalized⁽¹⁾			Buffer⁽¹⁾⁽²⁾

Tier 1 leverage ratio		$	636,327		10.428	%		5.000	%		4.000	%
Common equity Tier 1 capital			636,327		18.280			6.500			7.000
Tier 1 risk-based capital			636,327		18.280			8.000			8.500
Total risk-based capital			679,924		19.532			10.000			10.500

The following is a summary of actual capital amounts and ratios as of December 31, 2024 and 2023 for TrustCo on a consolidated basis.

	As of December 31, 2024						Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount			Ratio			Buffer⁽¹⁾⁽²⁾

Tier 1 leverage ratio		$	679,651		11.054	%		4.000	%
Common equity Tier 1 capital			679,651		19.303			7.000
Tier 1 risk-based capital			679,651		19.303			8.500
Total risk-based capital			723,762		20.556			10.500

	As of December 31, 2023						Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount			Ratio			Buffer⁽¹⁾⁽²⁾

Tier 1 leverage ratio		$	657,968		10.780	%		4.000	%
Common equity Tier 1 capital			657,968		18.896			7.000
Tier 1 risk-based capital			657,968		18.896			8.500
Total risk-based capital			701,577		20.149			10.500

(1)	Federal regulatory minimum requirements to be considered to be Well Capitalized and Adequately Capitalized.

(2)	The December 31, 2024 and 2023 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a capital conservation buffer of 2.50 percent.

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(15)	Accumulated Other Comprehensive Income

The following is a summary of the accumulated other comprehensive income (loss) balances, net of tax:

	December 31, 2024
(dollars in thousands)	Balance at 12/31/2023				Other Comprehensive Income (loss)- Before Reclassifications			Amount reclassified from Accumulated Other Comprehensive Income				Other Comprehensive Income (loss)- year ended 12/31/2024				Balance at 12/31/2024

Net unrealized holding gain (loss) on securities available for sale, net of tax		$	(23,899	)		$	2,186		$	-			$	2,186			$	(21,713	)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax			13,476				7,790			-				7,790				21,266
Net change in net actuarial gain and prior service cost on pension and pension and postretirement benefit plans, net of tax			(2,814	)			-			(600	)			(600	)			(3,414	)

Accumulated other comprehensive (loss) income, net of tax		$	(13,237	)		$	9,976		$	(600	)		$	9,376			$	(3,861	)

	December 31, 2023
(dollars in thousands)	Balance at 12/31/2022			Other Comprehensive Income (loss)- Before Reclassifications		Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- year ended 12/31/2023			Balance at 12/31/2023

Net unrealized holding gain on securities available for sale, net of tax	$	(32,271	)	$	8,372	$	-		$	8,372		$	(23,899	)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax		7,588			5,888		-			5,888			13,476
Net change in net actuarial gain and prior service credit on pension and pension and postretirement benefit plans, net of tax		(2,511	)		-		(303	)		(303	)		(2,814	)

Accumulated other comprehensive income (loss), net of tax	$	(27,194	)	$	14,260	$	(303	)	$	13,957		$	(13,237	)

	December 31, 2022
(dollars in thousands)	Balance at 12/31/2021			Other Comprehensive Income (loss)- Before Reclassifications			Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- year ended 12/31/2022			Balance at 12/31/2022

Net unrealized holding (loss) gain on securities available for sale, net of tax	$	(26	)	$	(32,245	)	$	-		$	(32,245	)	$	(32,271	)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax		13,706			(6,118	)		-			(6,118	)		7,588
Net change in net actuarial gain and prior service credit on pension and pension and postretirement benefit plans, net of tax		(1,533	)		-			(978	)		(978	)		(2,511	)

Accumulated other comprehensive income, net of tax	$	12,147		$	(38,363	)	$	(978	)	$	(39,341	)	$	(27,194	)

The following represents the reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022:

(dollars in thousands)	Years ended December 31,
	2024			2023			2022			Affected Line Item in Financial Statements
Amortization of pension and postretirement benefit items:
Amortization of net actuarial gain		824			423			1,008		Salaries and employee benefits
Amortization of prior service (cost) credit		(13	)		(13	)		313		Salaries and employee benefits
Income tax benefit		(211	)		(107	)		(343	)	Income taxes
Net of tax		600			303			978

Total reclassifications, net of tax	$	600		$	303		$	978

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(16)	Revenue from Contracts with Customers

All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within Non-Interest Income. The following table presents the Company’s sources of Non-Interest Income for the years ended December 31, 2024, 2023 and 2022. Items outside the scope of ASC 606 are noted as such.

(dollars in thousands)	December 31,
	2024		2023		2022
Non-interest income
Service Charges on Deposits
Overdraft fees	$	2,733	$	2,939	$	2,708
Other		2,172		2,110		2,044
Interchange Income		5,139		5,819		6,348
Net gain on equity securities (a)		1,383		-		-
Wealth management fees		7,247		6,425		7,037
Other (a)		1,160		1,022		1,123

Total non-interest income	$	19,834	$	18,315	$	19,260

(a)	Not within the scope of ASC 606.

A description of the Company’s revenue streams accounted in accordance with ASC 606 as follows:

Service charges on Deposit Accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance and overdraft services. Transaction-based fees, which include services such as stop payment charges, statement rendering and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.

Interchange Income: Interchange revenue primarily consists of interchange fees, volume-related incentives and ATM charges. As the card-issuing bank, interchange fees represent our portion of discount fees paid by merchants for credit / debit card transactions processed through the interchange network. The levels and structure of interchange rates are set by the card processing companies and are based on cardholder purchase volumes. The Company earns interchange income as cardholder transactions occur and interchange fees are settled on a daily basis concurrent with the transaction processing services provided to the cardholder.

Wealth Management fees: Trustco Financial Services provides a comprehensive suite of trust and wealth management products and services, including financial and estate planning, trustee and custodial services, investment management, corporate retirement plan recordkeeping and administration of which a fee is charged to manage assets for investment or transact on accounts. These fees are earned over time as the Company provides the contracted monthly or quarterly services and are generally assessed over the period in which services are performed based on a percentage of the fair value of assets under management or administration. Other services are based on a fixed fee for certain account types, or based on transaction activity and are recognized when services are rendered. Fees are withdrawn from the customer’s account balance.

Gains/Losses on Sales of Other real Estate Owned “OREO”: The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain/(loss) on sale if a significant financing component is present.

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(17)	Operating leases

The Company has committed to rent premises used in business operations under non-cancelable operating leases and determines if an arrangement meets the definition of a lease upon inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Company’s balance sheets.

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate, therefore the Company used its incremental collateralized borrowing rates commensurate with the underlying lease terms to determine present value of operating lease liabilities. Additionally, the Company does allocate the consideration between lease and non-lease components. The Company’s lease terms may include options to extend when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight -line basis over the lease term. Variable lease components, such as fair market value adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. As of December 31, 2024, the Company did not have any leases with terms of twelve months or less.

As of December 31, 2024 the Company did not have any leases for which any related construction had not yet started. At December 31, 2024 lease expiration dates ranged from one month to 19.8 years and have a weighted average remaining lease term of 8.3 years. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements. As mentioned above the leases generally also include variable lease components which include real estate taxes, insurance, and common area maintenance (“CAM”) charges in the annual rental payments.

Other information related to leases was as follows:

(dollars in thousands)	2024		2023		2022
Operating lease cost	$	8,422	$	8,165	$	8,213
Variable lease cost		2,232		2,226		2,183
Total Lease costs	$	10,654	$	10,391	$	10,396

Supplemental cash flows information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,524		$	8,393		$	8,327

Right-of-use assets obtained in exchange for lease obligations:	$	2,980		$	2,487		$	3,089

Weighted average remaining lease term (years)		8.3			8.5			8.9
Weighted average discount rate		3.2	%		3.1	%		3.0	%

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Future minimum lease payments under non-cancellable leases as of December 31, 2024 were as follows:

(dollars in thousands)
Year ending December 31,
2025	$	8,339
2026		7,456
2027		6,248
2028		5,060
2029		3,682
Thereafter		15,167
Total lease payments	$	45,952
Less: Interest		5,793
Present value of lease liabilities	$	40,159

A member of the Board of Directors has an ownership interest in five entities that own commercial real estate leased by the Company for use as branch locations. Total future lease payments from the Company to those entities, which are included in the table above, at December 31, 2024, were $2.3 million, which includes interest in the amount of $236 thousand. The Company paid total rent and fees to these entities in the amounts of $564 thousand, $534 thousand, and $500 thousand for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024 and 2023, the Company had amounts no amounts outstanding due to the entities.

As of December 31, 2024 and 2023, the operating lease right-of-use asset was $36.6 million and $40.5 million, respectively.

(18)	Segment Reporting

The Company's reportable segment is determined by the Chief Executive Officer, who is designated the chief operating decision maker, based upon information provided about the Company's products and services offered, primarily banking operations. Consolidated net income of the company is the primary performance metric utilized by the CODM. The segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. The chief operating decision maker will evaluate the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources.

The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. Loans, investments, and deposits provide the revenues in the banking operation. Interest expense, provisions for credit losses, and compensation provide the significant expenses in the banking operation. While the Company has assigned certain management responsibilities by region and business line, the Company’s chief decision-maker monitors and evaluate financial performance on a Company-wide basis. The majority of the Company’s revenue is from the business of banking and the Company’s assigned regions have similar economic characteristics, products, services and customers. Accordingly, all of the Company’s operations are considered by management to be aggregated in one reportable operating segment. All operations are domestic.

(19)	Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is focused on additional income tax disclosures and requires public business entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate). ASU 2023-09 is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. While the Company is currently evaluating the impact applying this standard will have on its income tax disclosures, the adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements.

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(20)	Parent Company Only

The following statements pertain to TrustCo Bank Corp NY (Parent Company):

Statements of Comprehensive Income

(dollars in thousands)	Years ended December 31,
	2024			2023			2022
Income:
Dividends and interest from subsidiaries	$	34,244		$	34,220		$	34,125
Net gain on securities transactions		-			-			-
Miscellaneous income		-			-			-
Total income		34,244			34,220			34,125

Expense:
Operating supplies		-			-			-
Professional services		865			972			585
Miscellaneous expense		408			1,371			1,752
Total expense		1,273			2,343			2,337
Income before income taxes and subsidiaries’ undistributed earnings		32,971			31,877			31,788
Income tax benefit		(228	)		(530	)		(559	)
Income before subsidiaries’ undistributed earnings		33,199			32,407			32,347
Equity in undistributed earnings of subsidiaries		15,634			26,239			42,887
Net income	$	48,833		$	58,646		$	75,234
Change in other comprehensive income		9,376			13,957			(39,341	)
Comprehensive income	$	58,209		$	72,603		$	35,893

Statements of Condition

(dollars in thousands)	December 31,
	2024		2023
Assets:
Cash in subsidiary bank	$	32,083	$	28,547
Investments in subsidiaries		649,373		623,658
Securities available for sale		49		48
Other assets		890		869

Total assets		682,395		653,122
Liabilities and shareholders’ equity:
Accrued expenses and other liabilities		6,052		7,837
Total liabilities		6,052		7,837
Shareholders’ equity		676,343		645,285

Total liabilities and shareholders’ equity	$	682,395	$	653,122

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Statements of Cash Flows

(dollars in thousands)	Years ended December 31,
	2024			2023			2022
Increase/(decrease) in cash and cash equivalents:
Cash flows from operating activities:
Net income	$	48,833		$	58,646		$	75,234
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of subsidiaries		(15,634	)		(26,239	)		(42,887	)
Stock based compensation expense		-			-			-
Net change in other assets and accrued expenses		(1,796	)		(1,563	)		(440	)
Total adjustments		(17,430	)		(27,802	)		(43,327	)

Net cash provided by operating activities		31,403			30,844			31,907

Cash flows from investing activities:
Purchases of securities available for sale		-			-			-

Net cash used in investing activities		-			-			-

Cash flows from financing activities:
Stock based award tax withholding payments		(193	)		-			-
Proceeds from exercise of stock options		95			-			429
Dividends paid		(27,395	)		(27,376	)		(26,978	)
Payments to acquire treasury stock		(374	)		-			(7,004	)
Proceeds from sales of treasury stock		-			-			-
Net cash used in financing activities		(27,867	)		(27,376	)		(33,553	)

Net increase in cash and cash equivalents		3,536			3,468			(1,646	)

Cash and cash equivalents at beginning of year		28,547			25,079			26,725

Cash and cash equivalents at end of year	$	32,083		$	28,547		$	25,079

Page 100 of 111

Branch Locations

New York

-Airmont Office	-Campbell West Plaza Office	-Elmsford Office
327 Route 59 East	141 West Campbell Rd.	100 Clearbrook Rd.
Airmont, NY	Rotterdam, NY	Elmsford, NY
Telephone: (845) 357-2435	Telephone: (518) 377-2393	Telephone: (914) 345-1808

-Altamont Ave. Office	-Catskill Office	-Exit 8 Office
1400 Altamont Ave.	238 West Bridge St.	1541 Crescent Rd.
Schenectady, NY	Catskill, NY	Clifton Park, NY
Telephone: (518) 356-1317	Telephone: (518) 943-5090	Telephone: (518) 383-0039

-Amsterdam Office	-Chatham Office	-Exit 11 Office
4931 Route 30	193 Hudson Ave.	43 Round Lake Rd.
Amsterdam, NY	Chatham, NY	Ballston Lake, NY
Telephone: (518) 842-5459	Telephone: (518) 392-0031	Telephone: (518) 899-1558

-Ardsley Office	-Clifton Country Road Office	-Fishkill Office
33-35 Center St.	7 Clifton Country Rd.	1545 Route 52
Ardsley, NY	Clifton Park, NY	Fishkill, NY
Telephone: (914) 693-3254	Telephone: (518) 371-5002	Telephone: (845) 896-8260

-Ballston Spa Office	-Clifton Park Office	-Freemans Bridge Rd. Office
235 Church Ave.	1026 Route 146	1 Sarnowski Dr.
Ballston Spa, NY	Clifton Park, NY	Glenville, NY
Telephone: (518) 885-1561	Telephone: (518) 371-8451	Telephone: (518) 344-7510

-Balltown Road Office	-Cobleskill Office	-Glenmont Office
1475 Balltown Rd.	104 Merchant Pl.	380 Route 9W
Niskayuna, NY	Cobleskill, NY	Glenmont, NY
Telephone: (518) 377-2460	Telephone: (518) 254-0290	Telephone: (518) 449-2128

-Brandywine Office	-Colonie Office	-Glens Falls Office
1048 State St.	1818 Central Ave.	100 Glen St.
Schenectady, NY	Albany, NY	Glens Falls, NY
Telephone: (518) 346-4295	Telephone: (518) 456-0041	Telephone: (518) 798-8131

-Briarcliff Manor Office	-Crestwood Plaza Office	-Greenwich Office
75 North State Rd.	415 Whitehall Rd.	131 Main St.
Briarcliff Manor, NY	Albany, NY	Greenwich, NY
Telephone: (914) 762-7133	Telephone: (518) 482-0693	Telephone: (518) 692-2233

-Bronxville Office	-Delmar Office	-Guilderland Office
5-7 Park Pl.	167 Delaware Ave.	3900 Carman Rd.
Bronxville, NY	Delmar, NY	Schenectady, NY
Telephone: (914) 771-4180	Telephone: (518) 439-9941	Telephone: (518) 355-4890

-Brunswick Office	-East Greenbush Office	-Halfmoon Office
740 Hoosick Rd.	501 Columbia Tpk.	215 Guideboard Rd.
Troy, NY	Rensselaer, NY	Halfmoon, NY
Telephone: (518) 272-0213	Telephone: (518) 479-7233	Telephone: (518) 371-0593

Page 101 of 111

Branch Locations (continued)

-Hartsdale Office	-Madison Ave. Office	-New City Office
220 East Hartsdale Ave.	1084 Madison Ave.	20 Squadron Blvd.
Hartsdale, NY	Albany, NY	New City, NY
Telephone: (914) 722-2640	Telephone: (518) 489-4711	Telephone: (845) 634-4571

-Highland Office	-Mahopac Office	-New Scotland Office
3580 Route 9W	945 South Lake Blvd.	301 New Scotland Ave.
Highland, NY	Mahopac, NY	Albany, NY
Telephone: (845) 691-7023	Telephone: (845) 803-8756	Telephone: (518) 438-7838

-Hoosick Falls Office	-Malta 4 Corners Office	-Newton Plaza Office
47 Main St.	2471 Route 9	602 New Loudon Rd.
Hoosick Falls, NY	Malta, NY	Latham, NY
Telephone: (518) 686-5352	Telephone: (518) 899-1056	Telephone: (518) 786-3687

-Hudson Office	-Mamaroneck Office	-Niskayuna-Woodlawn Office
507 Warren St.	180-190 East Boston Post Rd.	3461 State St.
Hudson, NY	Mamaroneck, NY	Schenectady, NY
Telephone: (518) 828-9434	Telephone: (914) 777-3023	Telephone: (518) 377-2264

-Hudson Falls Office	-Mayfair Office	-Northern Pines Office
3750 Burgoyne Ave.	286 Saratoga Rd.	649 Maple Ave.
Hudson Falls, NY	Glenville, NY	Saratoga Springs, NY
Telephone: (518) 747-0886	Telephone: (518) 399-9121	Telephone: (518) 583-2634

-Katonah Office	-Mechanicville Office	-Nyack Office
18 Woods Bridge Rd.	9 Price Chopper Plaza	388 Route 59
Katonah, NY	Mechanicville, NY	Nyack, NY
Telephone: (914) 666-6230	Telephone: (518) 664-1059	Telephone: (845) 535-3728

-Kimberly Square Office	-Milton Office	-Peekskill Office
477 Albany Shaker Rd.	2 Trieble Ave.	20 Welcher Ave.
Loudonville, NY	Ballston Spa, NY	Peekskill, NY
Telephone: (518) 992-7323	Telephone: (518) 885-0498	Telephone: (914) 739-1839

-Lake George Office	-Monroe Office	-Pelham Office
4066 Route 9L	791 Route 17M	132 Fifth Ave.
Lake George, NY	Monroe, NY	Pelham, NY
Telephone: (518) 668-2352	Telephone: (845) 782-1100	Telephone: (914) 632-1983

-Latham Office	-Mont Pleasant Office	-Poughkeepsie Office
1 Johnson Rd.	959 Crane St.	2656 South Rd.
Latham, NY	Schenectady, NY	Poughkeepsie, NY
Telephone: (518) 785-0761	Telephone: (518) 346-1267	Telephone: (845) 485-7413

-Loudon Plaza Office	-Mt. Kisco Office	-Queensbury Office
372 Northern Blvd.	222 Main St.	118 Quaker Rd.
Albany, NY	Mt. Kisco, NY	Suite 1
Telephone: (518) 462-6668	Telephone: (914) 666-2362	Queensbury, NY
		Telephone (518) 798-7226

Page 102 of 111

Branch Locations (continued)

-Red Hook Office	-South Glens Falls Office	-Valatie Office
4 Morgans Way	133 Saratoga Rd.	2929 Route 9
Red Hook, NY	Suite 1	Valatie, NY
Telephone: (845) 752-2224	South Glens Falls, NY	Telephone: (518) 758-2265
	Telephone: (518) 793-7668
-Rotterdam Office		-Warrensburg Office
1416 Curry Rd.	-State Farm Road Office	9 Lake George Plaza Rd.
Schenectady, NY	2050 Western Ave.	Warrensburg, NY
Telephone: (518) 355-8330	Guilderland, NY	Telephone: (518) 623-3707
	Telephone: (518) 452-6913
-Route 2 Office		-West Sand Lake Office
201 Troy-Schenectady Rd.	-State St. Albany Office	3690 NY Route 43
Latham, NY	112 State St.	West Sand Lake, NY
Telephone: (518) 785-7155	Albany, NY	Telephone: (518) 674-3327
	Telephone: (518) 436-9043
-Route 7 Office		-Wilton Office
1156 Troy-Schenectady Rd.	-State St. Schenectady - Main Office	4208 Route 50
Latham, NY	320 State St.	Saratoga Springs, NY
Telephone: (518) 785-4744	Schenectady, NY	Telephone: (518) 583-1716
	Telephone: (518) 381-3831
-Saratoga Springs Office		-Wolf Road Office
34 Congress St.	-Stuyvesant Plaza Office	34 Wolf Rd.
Saratoga Springs, NY	1475 Western Ave.	Albany, NY
Telephone: (518) 587-3520	Albany, NY	Telephone: (518) 458-7761
	Telephone: (518) 489-2616
-Schaghticoke Office		-Wynantskill Office
2 Main St.	-Troy Office	134-136 Main St.
Schaghticoke, NY	1700 5^th Ave.	Wynantskill, NY
Telephone: (518) 753-6509	Troy, NY	Telephone: (518) 286-2674
	Telephone: (518) 274-5420
-Scotia Office
123 Mohawk Ave.	-Upper Union Street Office
Scotia, NY	1620 Union St.
Telephone: (518) 372-9416	Schenectady, NY
	Telephone: (518) 374-4056
-Slingerlands Office
400 Maple Road	-Ushers Road Office
Slingerlands, NY	308 Ushers Rd.
Telephone: (518) 439-9352	Ballston Lake, NY
	Telephone: (518) 877-8069

Page 103 of 111

Branch Locations (continued)

Florida

-Alafaya Woods Office	-Curry Ford Road Office	-Lake Brantley Office
1500 Alafaya Trl.	3020 Lamberton Blvd., Suite 116	909 North State Rd 434
Oviedo, FL	Orlando, FL	Altamonte Springs, FL
Telephone: (407) 359-5991	Telephone: (407) 277-9663	Telephone: (407) 339-3396

-Aloma Office	-Curry Ford West Office	-Lake Mary Office
4070 Aloma Ave.	2838 West Curry Ford Rd.	350 West Lake Mary Blvd.
Winter Park, FL	Orlando, FL	Sanford, FL
Telephone: (407) 677-1969	Telephone: (407) 893-9878	Telephone: (407) 330-7106

-Apollo Beach Office	-Davenport Office	-Lake Nona Office
205 Apollo Beach Blvd.	2300 Deer Creek Commerce Ln.	9360 Narcoossee Rd.
Apollo Beach, FL	Suite 600	Orlando, FL
Telephone: (813) 649-0460	Davenport, FL	Telephone: (407) 801-7330
	Telephone: (863) 424-9493
-Apopka Office		-Lake Square Office
1134 North Rock Springs Rd.	-Dean Road Office	10105 Route 441
Apopka, FL	3920 Dean Rd.	Leesburg, FL
Telephone: (407) 464-7371	Orlando, FL	Telephone: (352) 323-8147
	Telephone: (407) 657-8001
-Avalon Park Office
3662 Avalon Park East Blvd.	-Downtown Orlando Office	-Lee Vista Office
Orlando, FL	415 East Pine St.	8288 Lee Vista Blvd., Suite E
Telephone: (407) 380-2264	Orlando, FL	Orlando, FL
	Telephone: (407) 422-7129	Telephone: (321) 235-5583
-Bay Hill Office
6084 Apopka Vineland Rd.	-East Colonial Office	-Leesburg Office
Orlando, FL	12901 East Colonial Dr.	1330 Citizens Blvd., Suite 101
Telephone: (321) 251-1859	Orlando, FL	Leesburg, FL
	Telephone: (407) 275-3075	Telephone: (352) 365-1305
-BeeLine Center Office
10249 South John Young Pkwy.	-Englewood Office	-Maitland Office
Suite 101	2930 South McCall Rd.	9400 US Route 17/92, Suite 101
Orlando, FL	Englewood, FL	Maitland, FL
Telephone: (407) 240-0945	Telephone: (941) 460-0601	Telephone: (407) 332-6071

-Beneva Village Office	-Gateway Commons Office	-Melbourne Office
5950 South Beneva Rd.	1525 East Osceola Pkwy., Suite 120	2481 Croton Rd.
Sarasota, FL	Kissimmee, FL	Melbourne, FL
Telephone: (941) 923-8269	Telephone: (407) 932-0398	Telephone: (321) 752-0446

-Bradenton Office	-Juno Beach Office	-Metro West Office
5858 Cortez Rd. West	14051 US Highway 1	2619 S. Hiawassee Rd.
Bradenton, FL	Juno Beach, FL	Orlando, FL
Telephone: (941) 792-2604	Telephone: (561) 630-4521	Telephone: (407) 293-1580

-Colonial Drive Office	-Lady Lake Office	-North Clermont Office
4301 East Colonial Dr.	873 North US Highway 27/441	12302 Roper Blvd.
Orlando, FL	Lady Lake, FL	Clermont, FL
Telephone: (407) 895-6393	Telephone: (352) 205-8893	Telephone: (352) 243-2563

Page 104 of 111

Branch Locations (continued)

-Orange City Office	-Sarasota Office	-Westwood Plaza Office
902 Saxon Blvd., Suite 101	2704 Bee Ridge Rd.	4942 West State Route 46
Orange City, FL	Sarasota, FL	Suite 1050
Telephone: (386) 775-1392	Telephone: (941) 929-9451	Sanford, FL
		Telephone: (407) 321-4925
-Ormond Beach Office	-South Clermont Office
115 North Nova Rd.	16908 High Grove Blvd.	-Windermere Office
Ormond Beach, FL	Clermont, FL	2899 Maguire Rd.
Telephone: (386) 256-3813	Telephone: (352) 243-9511	Windermere, FL
		Telephone: (407) 654-0498
-Osprey Office	-Stuart Office
1300 South Tamiami Trl.	951 SE Federal Highway	-Winter Garden Office
Osprey, FL	Stuart, FL	16100 Marsh Rd.
Telephone: (941) 918-9380	Telephone: (772) 286-4757	Winter Garden, FL
		Telephone: (407) 654-4609
-Oviedo Office	-Sun City Center Office
1875 West County Rd. 419	4441 Sun City Center Blvd.	-Winter Haven Office
Suite 600	Sun City Center, FL	7476 Cypress Gardens Blvd. SE
Oviedo, FL	Telephone: (813) 633-1468	Winter Haven, FL
Telephone: (407) 365-1145		Telephone: (863) 326-1918
	-Sweetwater Office
-Palm Coast Office	671 North Hunt Club Rd.	-Winter Springs Office
120 Belle Terre Pkwy.	Longwood, FL	851 East State Route 434
Palm Coast, FL	Telephone: (407) 774-1347	Winter Springs, FL
Telephone: (386) 524-5044		Telephone: (407) 327-6064
	-Tuskawilla Road Office
-Pleasant Hill Commons Office	1295 Tuskawilla Rd., Suite 10
3307 South Orange Blossom Trl.	Winter Springs, FL
Kissimmee, FL	Telephone: (407) 695-5558
Telephone: (407) 846-8866
	-Venice Office
-Port Orange Office	2057 South Tamiami Trl.
3751 Clyde Morris Blvd.	Venice, FL
Port Orange, FL	Telephone: (941) 496-9100
Telephone: (386) 322-3730

-Rinehart Road Office	-Vero Beach Office
1185 Rinehart Rd.	4125 20th St.
Sanford, FL	Vero Beach, FL
Telephone: (407) 268-3720	Telephone: (772) 492-9295

Page 105 of 111

Branch Locations (continued)

Massachusetts	New Jersey	Vermont

Allendale Office	Northvale Office	Bennington Office
5 Cheshire Rd.	220 Livingston St.	215 North St.
Suite 18	Northvale, NJ	Bennington, VT
Pittsfield, MA	Telephone: (201) 750-1501	Telephone: (802) 447-4952
Telephone: (413) 236-8400

Page 106 of 111

TRUSTCO BANK CORP NY

EXECUTIVE OFFICERS	BOARD OF DIRECTORS

CHAIRMAN, PRESIDENT, AND CHIEF	Steffani Cotugno, D.O.,
EXECUTIVE OFFICER	Physician, Community Care Physicians
Robert J. McCormick
	Brian C. Flynn, CPA
EXECUTIVE VICE PRESIDENT AND	KPMG LLP
CHIEF BANKING OFFICER	Retired Partner
Kevin M. Curley
	Lisa M. Lucarelli, Private Investor
EXECUTIVE VICE PRESIDENT AND
CHIEF OPERATING OFFICER	Thomas O. Maggs, President
Robert M. Leonard	Maggs & Associates
	Insurance Broker
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER	Anthony J. Marinello, M.D., Ph.D.
Michael M. Ozimek	Vice President, MVP Healthcare

GENERAL COUNSEL AND	Robert J. McCormick,
CORPORATE SECRETARY	Chairman, President, and Chief Executive Officer
Michael Hall	TrustCo Bank Corp NY
	and Trustco Bank
HONORARY DIRECTORS
Lionel O. Barthold	Curtis N. Powell,
Nancy A. McNamara	Member, Walker Powell Investments, LLC
James H. Murphy, D.D.S.
William F. Terry	Kimberly A. Russell, President and COO
	Frank Adams Jewelers, Inc.

	Frank B. Silverman
	Managing member of Vision Development and Management
Directors of TrustCo Bank Corp NY	Managing member of Central Florida Championship Karate
are also Directors of Trustco Bank	Executive Director of the Martial Arts Industry Association
	Owner Silverman Consulting

Page 107 of 111

TRUSTCO BANK OFFICERS

CHAIRMAN, PRESIDENT AND	BRANCH ADMINISTRATION,	LENDING
CHIEF EXECUTIVE OFFICER	MARKETING, AND TREASURY	Senior Vice President and Chief
Robert J. McCormick	SERVICES (CONTINUED)	Lending Officer
	Mark J. Cooper	Michelle L. Simmonds
EXECUTIVE VICE PRESIDENT	William B. Jansz	Vice Presidents
AND CHIEF BANKING OFFICER	Phillip J. Kaufman	Patrick M. Canavan
Kevin M. Curley	Justin C. Maggs	William J. Chow
	Pratik A. Shah	Officers
EXECUTIVE VICE PRESIDENT	James J. Smith	Douglas L. Hall
AND CHIEF OPERATING	Jocelyn E. Vizcarra	Rebecca L. O’Hare
OFFICER	Berkley K. Young	Sara Steinback
Robert M. Leonard	Officers	Lisa Tully
	Victor J. Berger
EXECUTIVE VICE PRESIDENT	Barbara Carlsson
AND CHIEF FINANCIAL	Ronni H. Domowitz	PERSONNEL, QUALITY
OFFICER	Peggy Eastwood	CONTROL, AND TRAINING
Michael M. Ozimek	Albert N. Estopinal	Vice President
	Herbert Klein	Jessica M. Marshall
GENERAL COUNSEL AND	John D. Mariani	Officer
CORPORATE SECRETARY	Kathryn Nasr	Nicolette C. Messina
Michael Hall	Samantha Nauth
	Ronald G. Patterson
	Daniel Tricozzi	PLANNING & SYSTEMS, LOAN
ACCOUNTING AND FINANCE	Jason Vann	SERVICING, OPERATIONS AND
Vice Presidents		CUSTOMER SERVICE
Carol J. Rhatigan	COMPLIANCE, RISK, BSA,	Senior Vice President and Chief
Michael Rydberg	FACILITIES, AND	Operations Officer
Officer	CREDIT ADMINISTRATION	Carly K. Batista
Jonah A. Dooley	Senior Vice President and Chief Risk	Vice Presidents
	Officer	Sean P. Dougherty
	Michael J. Ewell	Lesly Jean-Louis
AUDIT	Administrative Vice President	Stacy L. Marble
Director of Internal Audit	Michael J. Lofrumento	Assistant Vice President
Daniel R. Saullo	Vice Presidents	Aislinn E. Melia
Officers	Lara Ann Gough
Allison R. Downs	Jennifer L. Meadows
Dennis M. Pitaniello	Officers	WEALTH MANAGEMENT
	Amanda L. Biance	Administrative Vice President and
BRANCH ADMINISTRATION,	Johnathan R. Goodell	Chief Trust Officer
MARKETING, AND TREASURY	Michael F. McMahon	Patrick J. LaPorta
SERVICES		Assistant Vice President
Senior Vice President and Chief		John W. Bresonis
Retail Banking Officer	INVESTOR RELATIONS AND	Officers
John R. George	LEGAL	Thomas A. Alteio
Vice Presidents	Assistant Vice President and	Michael D. Bates
Jason T. Goodell	Assistant Corporate Secretary	Kaitlyn E. Goodell
Thomas L. McCormick	Lauren A. McCormick	Michael T. Hadsell
Gloryvel Morales	Associate Counsel
Adam E. Roselan	Camila Rivera Abreu
Assistant Vice Presidents
Takla A. Awad

Page 108 of 111

General Information

ANNUAL MEETING

Tuesday, May 20, 2025

10:30 AM

Albany, NY 12205

CORPORATE HEADQUARTERS

5 Sarnowski Drive

Glenville, NY 12302

(518) 377-3311

DIVIDEND REINVESTMENT PLAN

A Dividend Reinvestment Plan is available to shareholders of TrustCo Bank Corp NY. It provides for the reinvestment of cash dividends and optional cash payments to purchase additional shares of TrustCo stock. The Dividend Reinvestment Plan has certain administrative charges and provides a convenient method of acquiring additional shares. Computershare acts as administrator for this service and is the agent for shareholders in these transactions. Shareholders who want additional information may contact Computershare at 1-800-368-5948.

DIRECT DEPOSIT OF DIVIDENDS

Electronic deposit of dividends, which offers safety and convenience, is available to TrustCo shareholders who wish to have dividends deposited directly to personal checking, savings or other accounts. If you would like to arrange direct deposit, please write to Computershare listed as transfer agent on the next page.

ANNUAL REPORT FORM 10-K

TrustCo Bank Corp NY will provide, without charge, a copy of its Annual Report on Form 10-K for the year ended December 31, 2024 upon written request. Requests and related inquiries should be directed to Michael Hall, Corporate Secretary, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady, New York 12301-1082.

CODE OF CONDUCT

TrustCo Bank Corp NY will provide, without charge, a copy of its Code of Conduct upon written request. Requests and related inquiries should be directed to Michael Hall, Corporate Secretary, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady, New York 12301-1082. The Code of Conduct also is available on the Company’s web site at www.trustcobank.com under the “Investor Relations” link.

NASDAQ SYMBOL: TRST

The Corporation’s common stock trades on The Nasdaq Stock Market under the symbol TRST. There were approximately 6,947 shareholders of record of TrustCo common stock as of January 31, 2025.

SUBSIDIARIES:

Trustco Bank

Glenville, New York

Member FDIC

(and its wholly owned subsidiaries)

Trustco Realty Corp

Glenville, New York

Trustco Insurance Agency, Inc.

Glenville, New York

ORE Property, Inc.

Glenville, New York

(and its wholly owned subsidiaries)

ORE Property One, Inc.

Orlando, Florida

ORE Property Two, Inc.

Orlando, Florida

ORE Subsidiary Corporation

Glenville, New York

Page 109 of 111

TRANSFER AGENT

Computershare

Regular Mail

PO BOX 505000

Louisville, KY 40233-5000

UNITED STATES

Overnight Delivery

462 South 4th Street

Suite 1600 Louisville, KY 40202

UNITED STATES

Toll Free: 1-800-368-5948 or 1-781-575-4223

Trustco Bank^® is a registered service mark with the U.S. Patent & Trademark Office.

Page 110 of 111

Performance Graph

The following graph shows changes over a five-year period in the value of $100 invested in: (1) TrustCo’s common stock; (2) Russell 2000 and (3) the S&P U.S BMI Banks Index. The S&P U.S. BMI Banks Index is an industry group compiled by S&P Global Market Intelligence, that includes all major exchange (NYSE, NYSE MKT, NASDAQ) banks and thrifts in S&P’s coverage universe. The index included 253 companies as of December 31, 2024. A list of the component companies can be obtained by contacting TrustCo. This presentation assumes that the value of the investment in TrustCo’s common stock and in each index was $100 and that all dividends were reinvested. In accordance with the rules of the SEC, this section, captioned “Common Stock Performance Graph,” is not incorporated by reference into any of our future filings made under the Exchange Act or the Securities Act of 1933 (“Securities Act”). The Common Stock Performance Graph, including its accompanying table and footnotes, is not deemed to be soliciting material or to be filed under the Exchange Act or the Securities Act.

Page 111 of 111

Exhibit 19

Insider Trading Policy

This Insider Trading Policy (this “Policy”) provides standards with respect to transactions in the securities of TrustCo Bank Corp NY, a New York corporation (the “Company”), and the handling of confidential information about the Company and companies with which the Company does business. The Company’s Board of Directors has adopted this Policy to promote compliance with federal and state securities laws that prohibit certain persons who are aware of material nonpublic information about a company from (a) trading in the securities of that company, and (b) disclosing such information to other persons (“tipping”).

Insider trading violations are pursued vigorously by the Securities and Exchange Commission (the “SEC”) and federal prosecutors and are punished severely. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and their “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

The Board of Directors has adopted this Insider Trading Policy both to satisfy its obligation to prevent insider trading and to help its personnel avoid the severe consequences associated with violations of the insider trading laws. This Policy also is intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company (not just so-called “insiders”).

Overview and Applicability

(a) This Policy applies to all transactions in the Company’s securities, including common stock, restricted stock, restricted stock units, options, warrants and any other securities that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities, including employee stock options and exchange traded options, relating to any of the Company’s securities, whether or not issued by the Company. However, the term “security” does not include ownership interests in mutual funds, exchange-traded funds, hedge funds or similar fund-like vehicles in which the holder of the interest has no ability, directly or indirectly, to direct or influence the purchase or sale of the fund’s securities.

The terms “trading” and “transaction” with respect to securities include, among other things:

(i) Purchases and sales of securities in public markets;

(ii) Sales of securities obtained through the exercise of employee stock options, including cashless exercises;

(iii) Hedging transactions, including transactions involving prepaid variable forward contracts, equity swaps, collars and exchange funds;

(iv) Pledging transactions, including using securities to secure a loan; and

(v) Short sales of securities.

(b) This Policy is divided into two parts: the first part prohibits trading in certain circumstances, and it applies to all directors, officers and employees of the Company and its subsidiaries (including but not limited to Trustco Bank), (collectively, “Company Personnel”) and to Family Members and affiliated entities of Company Personnel as described below. The second part imposes special additional trading restrictions, and it applies to all (i) directors of the Company, (ii) executive officers of the Company and its subsidiaries, (iii) such other Company employees who, due to their job responsibilities, are advised in writing that such employee is subject to this Policy, (iv) the other persons listed on Appendix “A” annexed hereto (which is maintained by the Company), and (v) Family Members and affiliated entities of persons referred to in (i), (ii), (iii) and (iv) as described below (collectively, “Covered Persons”).

Part I and Part II of this Policy apply to:

(i) Individuals (including but not limited to Family Members of Company Personnel) who reside with Company Personnel;

(ii) Family Members of Company Personnel who do not reside with such Company Personnel, but whose transactions in Company securities are (i) directed by such Company Personnel and/or (ii) subject to the influence or control of such Company Personnel (such as parents or children who consult with Company Personnel before they trade in Company securities); and

(iii) As to each of the above persons, entities over which any such person above has influence or control (such as corporations, partnerships or trusts).

For purposes of this Policy, “Family Members” means children, stepchildren, parents, stepparents, spouses, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law.

(c) One of the principal purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply stated, insider trading occurs when a person, while in possession of material non-public information obtained through involvement with the Company, purchases, sells, gives away or otherwise trades the Company’s securities or provides that “material”, “non-public information” to others outside the Company who trade in the securities or who further pass along such information to others who then trade in the securities. The terms “material” and “non-public information” are defined in this Policy under Part I, Section 2 below. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person including any director, officer or employee who buys or sells securities while in possession of material non-public information that he or she obtained about the Company and any other company through their work for the Company, such as its competitors, customers, suppliers, or other companies with which the Company has contractual relationships or may be negotiating transactions.

(d) Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not exempt from this Policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

(e) This Policy continues to apply after employment with the Company terminates or services cease to be provided to the Company until such time as Company Personnel are no longer aware of material non-public information and any applicable blackout period has expired.

PART I – Executive Officers, Directors and Employees, and Their Family Members and Affiliated Entities

1.	General Policy: No Trading or Causing Trading While in Possession of Material Non-public Information, and No Disclosing Material Non-public Information

(a) No Company Personnel may trade in any Company security, whether or not issued by the Company, while in possession of material non-public information about the Company. (The terms “material” and “non-public” are defined in Part I, Section 2(a) and (b) below.)

(b) No Company Personnel who knows of any material non-public information about the Company may communicate that information to any other person, including family and friends. Notwithstanding the foregoing, in the course of performing work for the Company, directors, officers and employees may communicate material non-public information (i) for legitimate business purposes to persons who owe a duty of trust or confidence to the Company (e.g., the Company’s attorneys, investment bankers or accountants) and (ii) for legitimate business purposes to persons who have expressly agreed with the Company in writing to keep the Company’s information confidential, and not to transact in Company securities on the basis of such information.

(c) In addition, no Company Personnel may trade in any security of any other company, whether or not issued by the Company, while in possession of material non-public information about that company that was obtained in the course of his or her involvement with the Company. No Company Personnel who knows of any such material non-public information may communicate that information to any other person, including family and friends.

(d) Company Personnel must not trade, tip or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of information that said person has reason to believe may be material and non-public without first consulting with, and obtaining the advance approval of, the Insider Trading Compliance Officer (which is defined in Part I, Section 2(c) below).

(e) Covered Persons must “pre-clear” all trading in securities of the Company in accordance with the procedures set forth in Part II, Section 3 below.

(f) The requirements set forth in paragraphs (a) through (e) above also apply to certain Family Members and affiliated entities of Company Personnel, as described above under “Overview and Applicability.”

2.	Definitions

(a) Materiality. Insider trading restrictions in this Part I come into play only if the information you possess is “material.” Information is generally regarded as “material” if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would consider important in deciding whether to buy, sell or hold a company’s securities.

Information dealing with the following subjects is reasonably likely to be found material in particular situations, but note that this list is non-exclusive and information dealing with other subjects may be material as well:

(i) financial results;

(ii) projected revenues, earnings, losses or other financial projections;

(iii) earnings that are inconsistent with expectations or past performance or other significant changes in a company’s prospects;

(iv) significant write-downs in assets, special or extraordinary charges against earnings or capital, or increases in reserves;

(v) significant expansion or curtailment of operations;

(vi) major changes in lines of business, including significant new services or products;

(vii) initiation of, or developments regarding, significant litigation or government agency investigations;

(viii) significant regulatory developments;

(ix) liquidity problems;

(x) major changes in directors or senior management;

(xi) changes in control;

(xii) matters relating to dividends, stock repurchases or stock splits;

(xiii) extraordinary borrowings or other financial transactions, including defaults on any outstanding debt;

(xiv) proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing arrangements, or purchases or sales of substantial assets;

(xv) the entering into or terminating of any material contract or agreement or substantially changing a business relationship with any material business partner;

(xvi) significant labor disputes or significant hiring freezes;

(xvii) changes in the auditor or a significant notification from an auditor;

(xviii) significant cybersecurity incidents or risks, including vulnerabilities and breaches;

(xix) public or private sales of securities by the issuer of such securities; and

(xx) bankruptcy, corporate restructuring or receivership.

Material information is not limited to historical facts, but may also include projections and forecasts. With respect to a future event, such as a merger or acquisition, the point at which negotiations are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about whether particular non-public information is material, presume it is material.

(b) Non-Public Information. Insider trading prohibitions in this Part I come into play only when you possess information that is material and “non-public.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public” the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of that information, for example:

(i) By press release through a widely disseminated news or wire service;

(ii) By public filing with the SEC;

(iii) On a publicly-accessible conference call for which adequate notice to the public was given; and/or

(iv) By another method reasonably expected to effect a broad and non-exclusionary distribution of information to the public, such as via posting on the Company’s website.

Even after public disclosure of information about the Company, you must wait until the close of business on the second trading day after the information was publicly disclosed before you can treat the information as public.

Non-public information may include:

(i) undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and

(ii) information that is in the possession of the Company or Company Personnel, or that has been entrusted to the Company on a confidential basis.

(c) Insider Trading Compliance Officer. The Company hereby appoints the Corporate Secretary, and in his or her absence, the Chief Financial Officer, as the “Insider Trading Compliance Officer” for this Policy. The duties of the Insider Trading Compliance Officer include, but are not limited to, the following:

(i) assisting with implementation of this Policy;

(ii) ensuring that this Policy is made available to all employees and is amended as necessary to remain up-to-date with insider trading laws;

(iii) pre-clearing all trading in securities of the Company by Covered Persons in accordance with the procedures set forth in Part II, Section 3 below; and

(iv) providing approval of any transactions under Part II, Section 4 below.

3.	Exceptions.

(a) Option Exercise. The restrictions contained in Part I, Section 1 do not apply to the exercise of an employee stock option to acquire Company stock for cash where the stock acquired is held until any trading restriction under this Policy is lifted. The exception is not available, and the restrictions of this Policy apply to, option exercises involving a disposition of shares to any person other than the Company, including broker-assisted “cashless” option exercises.

(b) Profit-Sharing/401 (k) Plan. The restrictions contained in Part I, Section 1 do not apply to automatic purchases of Company stock held in the TrustCo's Profit-Sharing/401(k) Plan resulting from periodic contribution of money to the plan pursuant to payroll deduction election or from Company contributions. The restrictions do apply, however, to changes to investment elections or account allocation regarding the Company’s stock made under the plan, including (a) an election to increase or decrease the percentage of employee periodic contributions that will be allocated to the Company stock fund, (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund, (c) an election to borrow money against the plan account if the loan will result in a liquidation of some or all of the Company stock fund balance, and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund.

(c) Dividend Reinvestment Plan. The restrictions contained in Part I, Section 1 do not apply to purchases of Company stock under the Company’s dividend reinvestment plan resulting from the automatic reinvestment of dividends paid on Company stock. The restrictions do apply, however, to voluntary purchases of Company stock resulting from additional voluntary contributions made to the plan and to a participant's election to participate in the plan or increase his or her level of participation in the plan. This Policy also applies to any sale of Company stock purchased pursuant to the plan.

(d) Approved 10b5-1 Plan. The restrictions contained in Part I, Section 1 do not apply to trades made in accordance with an Approved 10b5-1 Plan (defined in Part II, Section 1(c) below).

4.	Violations of Insider Trading Laws

Penalties for trading on or communicating material non-public information can be severe, both for individuals involved in such unlawful conduct and the Company, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.

(a) Legal Penalties. A person who violates insider trading laws by engaging in transactions in a company’s securities when he or she has material non-public information can be sentenced to a substantial jail term and required to pay a penalty of several times the amount of profits gained or losses avoided.

In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material non-public information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit from the transaction.

The SEC can also seek substantial penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation,” which could apply to the Company and/or management and supervisory personnel.

(b) Company-imposed Penalties. Employees who violate this Policy may be subject to disciplinary action by the Company, including dismissal for cause. Any exceptions to this Policy, if permitted, may only be granted by the Insider Trading Compliance Officer and must be provided before any activity contrary to the above requirements takes place.

PART II – Executive Officers, Directors and Other “Covered Persons”

1.	Blackout Periods

All Covered Persons are prohibited from trading in the Company’s securities during blackout periods.

(a) Quarterly Blackout Periods. Covered Persons are permitted to trade the Company’s securities only during the period beginning at the later of the open of the market on the second trading day following the day on which the Company publicly releases its annual or quarterly financial results or the earnings call and ending on the 15th day of the third month of each fiscal quarter.

(b) Special Blackout Periods. From time to time, other types of material non-public information regarding the Company (such as negotiation of mergers, acquisitions or dispositions or new product developments) may be pending and not be publicly disclosed. While such material non-public information is pending, the Company may impose special blackout periods during which Covered Persons are prohibited from trading in the Company’s securities. If the Company imposes a special blackout period, it will notify the Covered Persons affected, who must keep information about the special blackout period confidential.

(c) Exception. These trading restrictions do not apply to transactions under a pre-existing written plan, contract, instruction, or arrangement under Rule 10b5-1 (an “Approved 10b5-1 Plan”) that:

(i) has been reviewed and approved by the Insider Trading Compliance Officer in advance of the Covered Person entering into such plan (or, if such Approved 10b5-1 Plan is being revised or amended, such revision or amendment has been reviewed and approved by the Insider Trading Compliance Officer in advance of the Covered Person revising or amending such plan);

(ii) has been entered into by the Covered Person at least one month in advance of any trades thereunder (or, if revised or amended, such revision or amendment has been entered into at least one month in advance of any subsequent trades);

(iii) was entered into in good faith by the Covered Person at a time when the Covered Person was (A) not in possession of material non-public information about the Company, and (B) not subject to a trading blackout; and

(iv) either (A) gives a third party the discretionary authority to execute such purchases and sales, outside the control of the Covered Person, so long as such third party does not possess any material non-public information about the Company when exercising such discretionary authority; or (B) explicitly specifies (i) the security or securities to be purchased or sold, the number of shares, and the prices and dates of the transactions, or (ii) the formula or algorithm, or computer program, for determining the terms of such transactions.

2.	Trading Window

Covered Persons are permitted to trade in the Company’s securities when no blackout period is in effect. Generally this means that Covered Persons can trade during the period beginning on the day after the blackout period under Section 1(a) ends and ending on the day before the next blackout period under Section 1(a) begins. However, even during this trading window, a Covered Person who is in possession of any material non-public information concerning the Company must not trade in the Company’s securities until the information has been made publicly available or is no longer material. In addition, the Company may close this trading window for certain or all Covered Persons if a special blackout period under Part II, Section 1(b) above is imposed and will re-open the trading window once the special blackout period has ended.

3.	Pre-clearance of Securities Transactions

(a) Because Covered Persons may frequently possess material non-public information, the Company requires all such persons to refrain from trading, even during a trading window under Part II, Section 2 above, without first pre-clearing all transactions in the Company’s securities.

(b) Subject to the exemption in subsection (d) below, no Covered Person may, directly or indirectly, purchase or sell (or otherwise make any transfer, gift, pledge or loan of) any Company security at any time without first obtaining prior approval from the Insider Trading Compliance Officer (or, in the case of the Insider Trading Compliance Officer, from the Chief Financial Officer).

(c) The Insider Trading Compliance Officer shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will remain valid until the close of trading two business days following the day on which it was granted, unless a different period is specified in the pre-clearance permission. If the transaction does not occur during the two-day period, pre-clearance of the transaction must be re-requested. A response from the Insider Trading Compliance Officer that a pre-clearance request has been denied must be kept confidential. Pre-clearance of a transaction does not constitute a recommendation by the Company or any of its employees or agents that the Covered Person should engage in the proposed transaction. Even if a proposed transaction receives pre-clearance, if the Covered Person becomes aware of material non-public information concerning the Company before the transaction is executed, the Covered Person must not complete the transaction.

(d) Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan or for option exercises as described in Part I, Section 4 above.

(e) All directors, executive officers and subsidiary executive officers are required to submit to the Insider Trading Compliance Officer a copy of any trade order or confirmation relating to the purchase or sale of Company securities within one business day of any such transaction, including but not limited to transactions pursuant to an Approved 10b5-1 Plan. This information is necessary to enable the Company to monitor trading by Covered Persons and ensure that trades are timely reported to the SEC under Section 16 of the Securities Exchange Act of 1934.

4.	Prohibited Transactions

(a) Directors and executive officers of the Company are prohibited from trading in the Company’s equity securities during a blackout period imposed under an “individual account” retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase, sell or otherwise acquire or transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the Company or the plan fiduciary.

(b) A Covered Person is prohibited from engaging in the following transactions in the Company’s securities:

(i) Short-term trading. Covered Persons who purchase or sell Company securities may not engage in an opposite-way transaction in any Company securities of the same class for at least six months after the purchase or sale;

(ii) Short sales. Covered Persons may not sell the Company’s securities short;

(iii) Options trading. Covered Persons may not buy or sell puts or calls or other derivative securities on the Company’s securities;

(iv) Trading on margin or pledging. Covered Persons may not hold Company Securities in a margin account or pledge Company securities as collateral for a loan; and

(v) Hedging. Covered Persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities (including, but not limited to, prepaid variable forward contracts, equity swaps and collars).

5.	Acknowledgment and Certification

Directors are deemed to have acknowledged this Policy and its applicability to them by virtue of the Board’s approval hereof. All other Covered Persons are required to sign the attached acknowledgment and certification.

[Acknowledgment Page Follows]

ACKNOWLEDGMENT AND CERTIFICATION

The undersigned does hereby acknowledge receipt of the Company’s Insider Trading Policy. The undersigned has read and understands such Policy and has complied with and will continue to comply with such Policy.

Signature:

Printed Name:

Department or Title:

Date:

APPENDIX A

COVERED PERSONS

(PERSONS TO WHOM PART II OF THE INSIDER TRADING POLICY

IS APPLICABLE)

(As of June 18, 2024)

•

Directors of the Company or a subsidiary of the Company;

•

Named Executive Officers of the Company;

•

Executive Officers of the Company or a subsidiary of the Company;

•

Company Accounting Department Vice Presidents and Assistant Vice Presidents

•

Executive Assistants to Company President, Executive Vice Presidents and Chief Financial Officer

•

Assistant Corporate Secretaries of the Company

•

Such other Company employees who, due to their job responsibilities, have been advised in writing that such employee is subject to this Policy

•

As to each of the above persons, the following also are covered:

Entities over which any such person above has influence or control (such as corporations, partnerships or trusts)

Individuals (including but not limited to Family Members) who reside with any such person above

Family Members of any of such person above who do not reside with such person, but whose transactions in Company securities are (i) directed by such person and/or (ii) subject to the influence or control of such person (such as parents or children who consult with such person before they trade in Company securities)

Exhibit 21

SUBSIDIARIES OF TRUSTCO BANK CORP NY

Trustco Bank	Federal savings bank

ORE Subsidiary Corp.	New York corporation

Trustco Realty Corp.	New York corporation (Subsidiary of Trustco Bank)

Trustco Insurance Agency, Inc.	New York corporation (Subsidiary of Trustco Bank)

ORE Property, Inc.	New York corporation (Subsidiary of Trustco Bank)

ORE Property One, Inc.	Florida corporation (Subsidiary of ORE Property, Inc.)

ORE Property Two, Inc.	Florida corporation (Subsidiary of ORE Property, Inc.)

Each subsidiary does business under its own name. The activities of each are described in Part I, Item 1 of Form 10-K.

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

TrustCo Bank Corp NY

We consent to incorporation by reference in the Registration Statements, Form S-8 (No. 333-175868), Form S-8 (No. 333-233122), Form S-8 (No. 333-175867), Form S-8 (No. 333-206685), Form S-8 (333-272169) and Form S-3 (333-272184) of TrustCo Bank Corp NY of our report dated March 14, 2025 with respect to the consolidated financial statements of TrustCo Bank Corp NY and the effectiveness of internal control over financial reporting which is incorporated by reference in the Annual Report on Form 10-K of TrustCo Bank Corp NY for the year ended December 31, 2024.

	/s/ Crowe LLP

Boston, Massachusetts
March 14, 2025

Exhibit 24

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director of TrustCo Bank Corp NY, a New York corporation (the “Company”), hereby constitutes and appoints Michael M. Ozimek and Robert M. Leonard, and each of them, his or her true and lawful attorney-in-fact and agent, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to sign the Annual Report on Form 10-K for the year ended December 31, 2024, and any amendments thereto, each in such form as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her signature on the dates indicated.

/s/ Steffani Cotugno		/s/ Brian C. Flynn
Steffani Cotugno		Brian C. Flynn
February 18, 2025		February 18, 2025

/s/ Lisa M. Lucarelli		/s/ Thomas O. Maggs
Lisa M. Lucarelli		Thomas O. Maggs
February 18, 2025		February 18, 2025

/s/ Anthony J. Marinello		/s/ Robert J. McCormick
Anthony J. Marinello		Robert J. McCormick
February 18, 2025		February 18, 2025

/s/ Curtis N. Powell		/s/ Kimberly A. Russell
Curtis N. Powell		Kimberly A. Russell
February 18, 2025		February 18, 2025

/s/ Frank B. Silverman
Frank B. Silverman
February 18, 2025

Exhibit 31(i)(a)

Certification

I, Robert J. McCormick, certify that:

1. I have reviewed this Annual Report on Form 10-K of TrustCo Bank Corp NY (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2025

/s/ Robert J. McCormick

Robert J. McCormick

Chairman, President and Chief Executive Officer

Exhibit 31(i)(b)

Certification

I, Michael M. Ozimek, certify that:

1. I have reviewed this Annual Report on Form 10-K of TrustCo Bank Corp NY (the “registrant”);

4. The registrant’s other certifying officer(s) and I, are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2025

/s/ Michael M. Ozimek

Michael M. Ozimek

Executive Vice President and Chief Financial Officer

Exhibit 32

Section 1350 Certifications

In connection with the Annual Report of TrustCo Bank Corp NY (the “Company”) on Form 10-K for the period ending December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the periods described therein.

	/s/ Robert J. McCormick
	Robert J. McCormick
	Chairman, President and Chief Executive Officer

	/s/ Michael M. Ozimek
	Michael M. Ozimek
	Executive Vice President and Chief Financial Officer

March 14, 2025