TMP officer tax-withholds shares at $66.68; holds 1,505.694

Tompkins Financial (TMP) reported insider activity by its SVP, Director of HR.

Rhea-AI Filing Summary

Tompkins Financial (TMP) reported insider activity by its SVP, Director of HR. On 11/09/2025, the officer executed multiple transactions coded F, indicating shares were withheld to cover taxes upon vesting of restricted stock at a price of $66.68 per share. The dispositions were 19, 15, 22, and 40 shares.

Following these transactions, the officer held 1,505.694 shares directly. Indirect holdings included 1,014.4635 shares through an ESOP and 0 shares by spouse.

Insights

Equity compensation and insider reporting analyst

Routine tax withholding on RSU vesting; neutral impact.

The Form 4 lists transaction code F, which denotes a deemed disposition of shares back to the issuer to satisfy tax obligations upon restricted stock vesting. The explanation explicitly states taxes were paid upon vesting of restricted stock.

Transactions on 11/09/2025 occurred at $66.68 per share, with small share counts per entry. After these, direct beneficial ownership is shown as 1,505.694 shares, with indirect ESOP holdings of 1,014.4635 shares and spouse holdings of 0. This is administrative and does not reflect open-market selling.

Insider Trade Summary

Exercise Price or Tax Liability: 96 shares

Exercise Price or Tax Liability 6 txns

Insider Mastin Stacie M

Role SVP, Director of HR

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	19	$66.68	$1K
Exercise Price or Tax Liability	Common Stock	15	$66.68	$1K
Exercise Price or Tax Liability	Common Stock	22	$66.68	$1K
Exercise Price or Tax Liability	Common Stock	40	$66.68	$3K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,505.694 shares (Direct); Common Stock — 0 shares (Indirect, By Spouse); Common Stock — 1,014.4635 shares (Indirect, ESOP)

Footnotes (1)

1. F1. Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock.

FAQ

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

What did TMP's Form 4 report?

It reported an officer’s tax-withholding transactions (code F) related to restricted stock vesting at $66.68 per share on 11/09/2025.

Who is the reporting person on TMP's Form 4?

A company officer serving as SVP, Director of HR.

Were these open-market sales?

No. Code F indicates shares were withheld to pay taxes upon vesting of restricted stock.

What are the share amounts involved?

The dispositions were 19, 15, 22, and 40 shares at $66.68 each.

How many TMP shares does the officer own after the transactions?

Direct holdings are 1,505.694 shares. Indirect holdings include 1,014.4635 shares via ESOP and 0 by spouse.

What does transaction code F mean on a Form 4?

It signals a deemed disposition to the issuer to cover tax obligations upon equity vesting, not an open-market trade.

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

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Accepted by SEC EDGAR 11/10/2025 - 05:37 PM Learn about SEC filing dates

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^*

Mastin Stacie M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Director of HR

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2025

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	11/09/2025		F		19(1)	D	$66.68	1,582.694	D
Common Stock	11/09/2025		F		15(1)	D	$66.68	1,567.694	D
Common Stock	11/09/2025		F		22(1)	D	$66.68	1,545.694	D
Common Stock	11/09/2025		F		40(1)	D	$66.68	1,505.694	D
Common Stock								0	I	By Spouse
Common Stock								1,014.4635	I	ESOP

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.

	/s/ Stacie M. Mastin	11/10/2025
	** 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.