Statements included in this report and in future filings by TrustCo with the Securities and Exchange Commission (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.
In addition to factors described under Part II, Item 1A, Risk Factors, and under the Risk Factor discussion in TrustCo’s Annual Report on Form 10-K for the year ended December 31, 2025, the factors listed below, 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; |
| • | we are exposed to credit risk in our lending activities; |
| • | our emphasis on residential mortgage loans exposes us to lending risks, and any 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
| • | we are dependent upon the services of the management team; |
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| • | 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; |
| • | digital banking trends may create deposit volatility, which could adversely affect our operations, profitability and competitive position; |
| • | our business may be adversely affected by the prevalence of fraud and other financial crimes; |
| • | we are exposed to climate risk; |
| • | environmental, social and governance risks and diversity, equity, and inclusion risks could adversely affect our reputation and shareholder, employee, client, and third party relationships and may negatively affect our stock price; |
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, (including the conflict involving the United States (“U.S.”), Israel and Iran), 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; |
| • | 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; |
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| • | 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; |
| • | we are 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; |
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; |
| • | 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; |
| • | we cannot guarantee that the allocation of capital to various alternatives, including stock repurchase plans, will enhance long-term stockholder value; and |
| • | actions of activist shareholders could negatively affect our business and the value of our common stock and cause us to incur significant expenses. |
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, except to the extent required by law.
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Consolidated
