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Tompkins Financial (TMP) director granted new phantom stock awards

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Davidson Heidi M reported acquisition or exercise transactions in this Form 4 filing.

Tompkins Financial Corp director Heidi M. Davidson received additional phantom stock awards as deferred compensation. On the reported date, she was granted 159.195 and 111.437 phantom stock units, each economically equivalent to one share of common stock.

The phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors and is held in a rabbi trust. The director has no voting or investment power over the underlying shares until distribution events specified in the plan occur.

Positive

  • None.

Negative

  • None.
Insider Davidson Heidi M
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock 159.195 $80.0904 $13K
Grant/Award Phantom Stock 111.437 $80.0904 $9K
Holdings After Transaction: Phantom Stock — 2,206.059 shares (Direct)
Footnotes (1)
  1. [object Object]
Phantom stock grant 1 159.195 units Phantom stock awarded on 2026-04-02
Phantom stock grant 2 111.437 units Phantom stock awarded on 2026-04-02
Phantom stock price reference $80.0904 per unit Economic value per phantom stock unit
Phantom stock holdings after grants 2,317.496 units Total phantom stock following transactions
Conversion/exercise price $0.0000 Phantom stock conversion or exercise price
Phantom stock expiration 2047-01-01 Expiration date of phantom stock awards
Phantom Stock financial
"Each share of phantom stock is the economic equivalent of one share of common stock."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
deferred stock compensation financial
"Phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors"
Amended and Restated Retainer Plan for Eligible Directors financial
"under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries."
rabbi trust financial
"These shares are held in a rabbi trust pending distribution upon the occurrence of certain events"
A rabbi trust is a special account a company sets up to hold promised future pay for executives, like bonus or retirement money, so those employees can see there are funds earmarked for them. It matters to investors because it signals the company’s commitment to keep key people, but the money is still part of the company’s assets and can be claimed by creditors if the company goes bankrupt—think of it as a labeled jar that isn’t completely off-limits.
voting or investment power financial
"The reporting person has no voting or investment power over the shares prior to such distribution."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Davidson Heidi M
(Last)(First)(Middle)
118 E. SENECA ST
PO BOX 460
(Street)
ITHACA NEW YORK 14850
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)04/02/2026A159.195(1)01/01/204101/01/2047Common Stock159.195$80.09042,206.059D
Phantom Stock(1)04/02/2026A111.437(1)01/01/204101/01/2047Common Stock111.437$80.09042,317.496D
Explanation of Responses:
1. Each share of phantom stock is the economic equivalent of one share of common stock. Phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries. These shares are held in a rabbi trust pending distribution upon the occurrence of certain events specified in the Plan. The reporting person has no voting or investment power over the shares prior to such distribution.
/s/ Heidi M. Davidson04/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Tompkins Financial (TMP) director Heidi M. Davidson report on this Form 4?

Heidi M. Davidson reported grants of phantom stock units as deferred compensation. Two awards, 159.195 and 111.437 units, were credited, each economically equivalent to one share of Tompkins Financial common stock, increasing her total phantom stock balance to 2,317.496 units.

What is phantom stock in the Tompkins Financial (TMP) director compensation plan?

Phantom stock is deferred stock-based compensation economically equivalent to common shares. For Tompkins Financial directors, these units accrue under the Amended and Restated Retainer Plan and are held in a rabbi trust until specific distribution events outlined in the plan occur.

How many phantom stock units does the TMP director hold after these transactions?

After the reported phantom stock grants, the director’s phantom stock balance increased to 2,317.496 units. Each unit is designed to mirror the value of one Tompkins Financial common share, providing equity-linked compensation without immediate share issuance.

Does the Tompkins Financial (TMP) director have voting power over the phantom stock units?

The director has no voting or investment power over the underlying shares tied to the phantom stock before distribution. The units are held in a rabbi trust, and control remains restricted until specific distribution events defined by the director retainer plan occur.

Are these Tompkins Financial (TMP) phantom stock transactions open-market purchases or sales?

No, these transactions are not open-market trades. They are grants of phantom stock units classified as deferred stock compensation under the director retainer plan, with no buy or sell activity in the market and no current voting rights over underlying shares.