Tompkins Financial CEO: 445 shares withheld for taxes

Available on EDGAR 11/13/2026 - 03:23 PM EST Accepted by SEC EDGAR 11/13/2026 - 03:22 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Tompkins Financial Corp (TMP) President & CEO Stephen S. Romaine had 445 common shares deemed disposed to the issuer to pay taxes upon vesting of restricted stock on November 12, 2026; the reported price was $100.14 per share. He directly held 71,500 shares afterward. The report also lists indirect holdings of 11,639 shares through a 401(k)/ISOP and 6,293 through an ESOP, plus 452 shares held by his spouse, of which Romaine disclaims beneficial ownership.

Insider Trade Summary

Tax Withholding: 445 shares

Tax Withholding 1 txn

Insider ROMAINE STEPHEN S

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	445	$100.14	$45K
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 71,499.697 shares (Direct); Common Stock — 11,638.7554 shares (Indirect, by 401(k)/ISOP); Common Stock — 6,292.959 shares (Indirect, by ESOP); Common Stock — 452 shares (Indirect, By Spouse)

Holdings Before and After: Common Stock, 71,944.697 to 71,499.697 shares (Direct)

Footnotes (2)

1. F1. Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock.
2. F2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deem an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Key Figures

Shares deemed disposed for tax withholding: 445 shares Reported price per share: $100.14 per share Direct common shares after transaction: 71,500 shares +3 more

6 metrics

Shares deemed disposed for tax withholding 445 shares Tax payment upon vesting of restricted stock on November 12, 2026.

Reported price per share $100.14 per share For the 445-share tax-withholding disposition on November 12, 2026.

Direct common shares after transaction 71,500 shares Stephen S. Romaine’s direct holdings following the November 12, 2026 transaction.

401(k)/ISOP common shares 11,639 shares Indirect holdings listed as of November 12, 2026.

ESOP common shares 6,293 shares Indirect holdings listed as of November 12, 2026.

Spouse-held common shares 452 shares Indirect holdings listed as of November 12, 2026; Romaine disclaims beneficial ownership.

Key Terms

restricted stock, 401(k)/ISOP, ESOP

3 terms

restricted stock financial

"taxes upon vesting of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

401(k)/ISOP financial

"indirect holdings through a 401(k)/ISOP"

ESOP financial

"indirect holdings of 6,293 shares through an ESOP"

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many TMP shares were deemed disposed for tax withholding?

Stephen S. Romaine, Tompkins Financial Corp’s President & CEO, had 445 shares deemed disposed to the issuer to pay taxes upon vesting of restricted stock on November 12, 2026; the reported price was $100.14 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
Estimated average burden
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^*

ROMAINE STEPHEN S

(Last) (First) (Middle)

TOMPKINS FINANCIAL CORPORATION

P.O. BOX 460

(Street)

ITHACA NEW YORK 14851

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2026

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

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

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

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	11/12/2026		F		445(1)	D	$100.14	71,499.697	D
Common Stock								11,638.7554	I	by 401(k)/ISOP
Common Stock								6,292.959	I	by ESOP
Common Stock								452	I(2)	By Spouse

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. Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deem an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

	/s/ Stephen S. Romaine	11/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)