TMP Form 4: Director Angela Lee Elects 311 Shares for Retainers

Rhea-AI Filing Summary

Angela B. Lee, a director of Tompkins Financial Corporation (TMP), reported acquiring 311 shares of common stock on 10/06/2025. The shares were issued at a price of $65.5264 per share as an election to receive stock in lieu of cash director retainers under the company’s Second Amended and Restated Retainer Plan. Following the transaction, Ms. Lee beneficially owned 1,222 shares of TMP common stock. The filing is a routine Section 16 disclosure that documents compensation-related equity issued to a non-employee director rather than an open-market purchase.

Positive

• Director increased ownership by 311 shares to a total of 1,222 shares
• Compensation aligned with shareholders via share election under the retainer plan
• Low cash outflow for the company because fees were taken as stock rather than cash

Negative

• None.

Insights

Corporate Governance Analyst

Director received equity compensation: 311 shares elected in lieu of cash on 10/06/2025

The reporting shows a non-cash compensation election where a director converted director fees into 311 shares at $65.5264 per share under the board’s retainer plan. This is a common approach to align director interests with shareholders by increasing equity ownership instead of paying cash.

The arrangement reduces near-term cash outflow for the company and modestly increases insider stockholding; monitor aggregate director elections each year for any meaningful dilution or changes to compensation policy within the next 12 months.

Equity Transactions Specialist

Transaction is compensatory issuance, not market purchase

The Form 4 records an A (acquisition) code tied to election of shares in lieu of retainers, not a market trade; the reported price of $65.5264 reflects the conversion metric used for the retainer plan. Such issuances are administrative and disclosed to satisfy Section 16 reporting requirements.

Investors tracking insider buying should note this is plan-driven; compare with future filings to see if directors increasingly prefer equity over cash across upcoming quarters.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lee Angela B

(Last) (First) (Middle)

PO BOX 460

(Street)

ITHACA NY 14851

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TOMPKINS FINANCIAL CORP [ TMP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/06/2025		A		311(1)	A	$65.5264	1,222	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock elected to be received by the reporting person in lieu of cash retainers pursuant to the Second Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries.

	/s/ Angela B. Lee	10/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Angela B. Lee report on Tompkins Financial (TMP)?

She reported acquiring 311 shares on 10/06/2025 under a director retainer plan, bringing her total to 1,222 shares.

Was the Form 4 transaction a market purchase for TMP?

No; the transaction is an issuance received in lieu of cash retainers under the Second Amended and Restated Retainer Plan.

What price was used for the share issuance in the TMP Form 4?

The reported price per share was $65.5264.

Does this Form 4 indicate a change in director compensation policy?

The filing documents an election under the existing retainer plan; it does not by itself disclose a policy change.

How does this affect the company’s cash position?

Electing stock in lieu of cash reduces near-term cash outflow tied to director retainers, per the filing.