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

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:

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.  ☐

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(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.

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.

 

(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).

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.