TRUSTCO BANK CORP N Y

An investment in the Company involves risks, including the risks discussed in Item 1A. “Risk Factors” of the Company’s 2024 Form 10-K, which risk factors have not materially changed except as set forth below. The risk factor below supplements the other risk factors in the 2024 Form 10-K and reflects modifications to the nature of the risks that have developed since the date on which the 2024 Form 10-K was filed.

Our business may be adversely affected by the prevalence of fraud and other financial crimes.

As a bank, we are susceptible to fraudulent activity that may be committed against us or our customers which may result in financial losses or increased costs to us or our customers, disclosure or misuse of our information or our customers’ information, misappropriation of assets, privacy breaches against our customers, litigation or damage to our reputation. Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and other dishonest acts. Consistent with industry trends, we have also experienced attempted electronic fraudulent activity in recent periods. Given such electronic fraudulent activity and the growing level of use of electronic, internet-based and networked systems to conduct business directly or indirectly with our clients, certain fraud losses may not be avoidable regardless of the preventative and detection systems in place. Nationally, reported incidents of fraud and other financial crimes have increased. While we have policies and procedures designed to prevent such losses, there can be no assurance that such losses will not occur.

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Actions of activist shareholders could negatively affect the Company’s business and the value of its common stock and cause us to incur significant expenses.

Although the Company values constructive input from shareholders, including on strategic matters, and our Board of Directors and management team are committed to acting in the best interests of all of the Company’s shareholders, activist shareholders who disagree with the Company’s strategic direction, the way the Company is managed or the composition of the Board of Directors may seek to effect change through various strategies that range from private engagement to public filings, proxy contests, efforts to force specific agendas, and litigation. Responding to some of these actions can be costly and time-consuming, may disrupt the Company’s business and operations and divert the attention of the Board of Directors, management and employees. Such activities could interfere with the Company’s ability to execute its strategic plan and to attract and retain qualified executive leadership and business partners, and our business could be adversely affected as a result. Any perceived uncertainty as to the Company’s future direction resulting from activist strategies could also affect the market price and volatility of the Company’s common stock. These perceived uncertainties may also be exploited by our competitors and/or other activist shareholders, which could result in lost business opportunities and make it more difficult to execute on our long-term strategic plan. Even if we are successful in defending any such proxy contest, litigation or related actions by an activist shareholder, our business could be adversely affected by such proxy contest, litigation or related actions due to perceived uncertainties as to the future direction of the business, which may result in the loss of strategic opportunities. If individuals are elected or appointed to our Board of Directors with a specific agenda or who do not agree with our strategic plan, the ability of our Board of Directors to function effectively could be adversely affected, which could in turn adversely affect our ability to effectively and timely implement our strategic plan and create additional value for our shareholders, and/or adversely affect our business, operating results and financial condition.