TRUSTCO BANK CORP N Y 8-K

What Happened
TrustCo Bank Corp NY announced that its Board adopted an amendment to the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan on March 17, 2026, and that shareholders approved the amendment at the Company’s 2026 Annual Meeting on May 19, 2026. The amendment increases the number of shares available for issuance under the 2019 Equity Incentive Plan by 500,000 shares, raising the pool from 700,000 to 1,200,000 shares. The amendment was described in Proposal 2 of the Company’s 2026 Proxy Statement.

Key Details

• Amendment adoption date: March 17, 2026; shareholder approval date: May 19, 2026.
• Increase in share pool: +500,000 shares (from 700,000 to 1,200,000).
• Change affects the Company’s 2019 Equity Incentive Plan (used for stock awards, options, etc.).
• The amendment and plan text were filed with the Form 8-K (referenced in the proxy).

Why It Matters
This increases the number of shares TrustCo can grant under its equity compensation program, which the company can use for future stock awards to employees, executives, and directors for hiring, retention, and incentive purposes. For investors, the amendment means potential future issuance of up to 500,000 additional shares under the plan, which could dilute existing shareholders if and when awards are granted and settled. The filing confirms the formal board action and shareholder consent needed for the increase.