Form 8-K

8-K — TRUSTCO BANK CORP N Y

Accession: 0001140361-26-036784

Filed: 2026-09-16

Period: 2026-09-15

CIK: 0000357301

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ef20082117_8k.htm (Primary)

EX-99.(A) — EXHIBIT 99(A) (ef20082117_ex99-a.htm)

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8-K

8-K (Primary)

Filename: ef20082117_8k.htm · Sequence: 1

false0000357301NYNY00003573012026-09-152026-09-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 11(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): September 15, 2026

TrustCo Bank Corp NY

(Exact name of registrant as specified in its charter)

NEW YORK

0-10592

14-1630287

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File No.)

(I.R.S. Employer Identification Number)

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302

(Address of principal executive offices)

(518) 377-3311

(Registrant’s telephone number,

including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

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

provisions:

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

TRST

Nasdaq Global Select Market

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

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 15, 2026, the Board of Directors (the “Board”) of TrustCo Bank Corp NY (the “Corporation”), following the recommendation of the Board’s Nominating and

Corporate Governance Committee, voted unanimously to increase the size of the Board from nine (9) to eleven (11) directors and to elect Patricia Kieper-Fusco and Bryan L. Guentner to fill the vacancies created by the increase in the size of the

Board, effective immediately. On the same date, the Board of Directors of the Corporation’s wholly-owned subsidiary, Trustco Bank, took corresponding action with respect to Trustco Bank’s Board of Directors, effective immediately. The Corporation

anticipates that Ms. Fusco and Mr. Guentner will participate in the Corporation’s standard cash and equity compensation programs for its non-employee directors (which are described under the caption “Director Compensation” in the Corporation’s

definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2026, as may be adjusted by the Board from time to time), but it has not made any equity awards under such programs to them in connection with

their elections.

Ms. Fusco and Mr. Guentner have been appointed to serve on the Audit, Board Compliance, Compensation, Fiduciary, Nominating and Corporate Governance, and Risk Committees

of the Board. Ms. Fusco and Mr. Guentner were found by the Board to qualify as “independent directors” under Nasdaq listing standards and to meet the eligibility and independence requirements of the Securities and Exchange Commission (the “SEC”) and

the Nasdaq Stock Market as pertaining to membership on the Audit Committee and the Compensation Committee. There are no arrangements or understandings between either Ms. Fusco or Mr. Guentner, on the one hand, and any other person, on the other hand,

pursuant to which either of them was selected to serve as a director of the Corporation, nor is either of them a participant in any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

Item 8.01.

Other Events.

On September 16, 2026, the Corporation issued a press release announcing the election of Ms. Fusco and Mr. Guentner to the Board, a copy of which is attached hereto as

Exhibit 99(a) to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.

Description of Exhibit

99(a)

Press Release dated September 16, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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

undersigned thereunto duly authorized.

Dated: September 16, 2026

TRUSTCO BANK CORP NY

(Registrant)

By:

/s/ Michael M. Ozimek

Michael M. Ozimek

Executive Vice President and

Chief Financial Officer

-3-

EX-99.(A) — EXHIBIT 99(A)

EX-99.(A)

Filename: ef20082117_ex99-a.htm · Sequence: 2

Exhibit 99(a)

News Release

5 Sarnowski Drive, Glenville, New York 12302

(518) 377-3311 Fax: (518) 381-3668

Subsidiary: Trustco Bank

Contacts:

Robert M. Leonard

Executive Vice President and

Chief Operating Officer

(518) 381-3693

Lauren A. McCormick

Vice President, Treasurer, and

Assistant Corporate Secretary

(518) 381-3673

TrustCo Announces Addition of Patricia Fusco and Bryan L. Guentner to Board of Directors

Glenville, New York – September 15, 2026

The Board of Directors (the “Board”) of TrustCo Bank Corp NY (the “Company”) (Nasdaq: TRST) on September 15, 2026 announced the election of Patricia Kieper-Fusco and

Bryan L. Guentner to the Company’s Board. The pair also was elected to the board of directors of Trustco Bank, the Company’s wholly-owned subsidiary. The elections are effective immediately.

Patricia Kieper-Fusco is the President, Chief Executive Officer, and Owner of Fusco Personnel, Inc. of Latham, New York. Her firm provides staffing, recruiting, and

search services. Ms. Kieper-Fusco is also a member of the board of directors of the Capital Region Chamber of Commerce, is a former member of the board of directors of Ronald McDonald Charities of the Capital Region, and she is active in numerous

other charitable and business-centered groups. She previously served on the Trustco Bank Advisory Board of Directors.

Bryan L. Guentner is a broker associate with RE/MAX Palm Realty in Sarasota, Florida and is the former owner and Chief Executive Officer of RE/MAX Platinum Realty also

in Sarasota, Florida. Mr. Guentner is the former President of Siesta Key Chamber of Commerce and the Osprey-Nokomis Chamber of Commerce. He is also a realtor emeritus with the National Association of Realtors and has been active with numerous other

business and community groups. He also served as a member of the Trustco Bank Advisory Board of Directors.

Chairman, President, and Chief Executive Officer Robert J. McCormick made the announcement, saying: “We are very pleased to announce the addition of these two fine

business people to our Board. Patty brings experience in the area of human resources – an area of critical importance to every business. Bryan brings vast and deep knowledge of real estate markets on the West Coast of Florida. Trustco Bank has

been very successful in that area, and Bryan’s experience will serve the bank well.”

About TrustCo Bank Corp NY

TrustCo Bank Corp NY is a $6.5 billion savings and loan holding company and through its subsidiary, Trustco Bank, operated 133 offices in New York, New Jersey, Vermont,

Massachusetts, and Florida.

-1-

In addition, the Bank’s Wealth Management Department offers a full range of investment services, retirement planning and trust and estate administration services. The

common shares of TrustCo are traded on the NASDAQ Global Select Market under the symbol TRST.

Forward-Looking Statements

All statements in this news release that are not historical are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities

Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and

similar references to future developments, results or periods. Examples of forward-looking statements include, among others, statements we make regarding our expectations regarding the impact that our new directors will have on the bank.

Forward-looking statements are based on management’s current expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. TrustCo wishes to caution readers not to

place undue reliance on any such forward-looking statements, which speak only as of the date made and which are subject to factors and uncertainties that could cause actual results to differ materially for TrustCo from the views, beliefs and

projections expressed in or implied by such statements, including but not limited to, risks and uncertainties relating to our dependency on the services of our management team external economic factors, such as changes the interest rate policies of

the Federal Reserve Board and other changes in monetary policy, as well as ongoing inflationary pressures and continued elevated prices; the risk of weakness in residential real estate markets; the risks and uncertainties set forth under the heading

“Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2025, and, if any, our subsequent Quarterly Reports on Form 10-Q; the financial, operational and legal risks and uncertainties detailed from time to time in

TrustCo’s filings with the Securities and Exchange Commission, including within the cautionary statements contained in such filings; and the effect of all of such items on our operations, liquidity and capital position, and on the financial condition

of our borrowers and other customers. The forward-looking statements contained in this news release represent TrustCo management’s judgment as of the date of this news release. TrustCo disclaims, however, any intent or obligation to update

forward-looking statements, either as a result of future developments, new information or otherwise, except as may be required by law.

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