S-3ASR 1 ny20074669x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on May 22, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

TRUSTCO BANK CORP NY

(Exact Name of Registrant as Specified in its Charter)


NEW YORK			14-1630287
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

5 SARNOWSKI DRIVE

GLENVILLE, NEW YORK 12302

(518) 377-3311

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

MICHAEL M. OZIMEK

Executive Vice President and Chief Financial Officer

TrustCo Bank Corp NY

5 Sarnowski Drive

Glenview, New York 12302

(518) 377-3311

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Timothy W. Gregg

Maynard Nexsen PC

1901 Sixth Avenue North

Suite 1700

Birmingham, Alabama 35203

(205) 254-1000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
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 7(a)(2)(B) of Securities Act. ☐


			Page
ABOUT THIS PROSPECTUS			1
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS			2
RISK FACTORS			5
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN			6
PLAN OF DISTRIBUTION			17
USE OF PROCEEDS			18
WHERE YOU CAN FIND MORE INFORMATION			18
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			18
LEGAL MATTERS			19
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			19


Registration Fee			$0⁽¹⁾
Accounting Fees and Expenses			$30,000
Legal Fees and Expenses			$20,000
Printing Fees			$5,000
Miscellaneous Expenses			$1,000
Total			$56,000


Exhibit No.			Exhibit Description
3.1			Amended and Restated Certificate of Incorporation of TrustCo Bank Corp NY, as amended, incorporated by reference to Exhibit 3.1 to TrustCo Bank Corp NY’s Quarterly Report on Form 10-Q, filed August 5, 2021.
3.2			Amended and Restated Bylaws of TrustCo Bank Corp NY, dated October 17, 2023, incorporated by reference to Exhibit 3.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed October 17, 2023.
5.1*			Opinion of Maynard Nexsen PC, counsel to the Company.
15.1*			Crowe LLP Letter regarding Unaudited Interim Financial Information.
23.1*			Consent of Crowe LLP, independent registered public accounting firm.
23.2*			Consent of Maynard Nexsen PC (contained in Exhibit 5.1 to this Registration Statement).
24.1*			Powers of Attorney
107*			Filing Fee Table


			TrustCo Bank Corp NY

			By			/s/ Michael M. Ozimek
						Michael M. Ozimek
						Executive Vice President and Chief Financial Officer


Name			Title/Position

/s/ Robert J. McCormick			Chairman, President and Chief Executive Officer (Principal Executive Officer)
Robert J. McCormick

/s/ Michael M. Ozimek			Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Michael M. Ozimek

*			Director
Steffani Cotugno			Director

*			Director
Brian C. Flynn			Director

*			Director
Lisa M. Lucarelli			Director

*			Director
Thomas O. Maggs			Director

*			Director
Dr. Anthony J. Marinello			Director

*			Director
Curtis N. Powell			Director

*			Director
Kimberly A. Russell			Director

*			Director
Frank B. Silverman			Director

SEC Form S-3ASR filed by TrustCo Bank Corp NY