Tompkins director granted 179 phantom stock units

Tompkins Financial Corp director Helen Eaton received a compensation award of 179.420 phantom stock units on common stock.

Rhea-AI Filing Summary

Tompkins Financial Corp director Helen Eaton received a compensation award of 179.420 phantom stock units on common stock. The grant is classified as a derivative award acquisition, not an open-market purchase, at a reference price of $96.8400 per unit.

Each phantom stock unit is economically equivalent to one share of common stock and represents deferred stock compensation under the company’s Amended and Restated Retainer Plan for Eligible Directors. The units are held in a rabbi trust and will be distributed only upon events specified in the plan.

After this award, Eaton has 3,094.904 phantom stock units credited. She has no voting or investment power over the related shares before distribution, underscoring that this is a non-voting, deferred compensation arrangement rather than direct share ownership.

Insider Trade Summary

Grant/Award: 179.42 shares

Grant/Award 1 txn

Insider Eaton Helen

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	179.42	$96.84	$17K

Holdings After Transaction: Phantom Stock — 3,094.904 contracts (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Phantom stock units granted: 179.420 units Reference price per unit: $96.8400 per unit Phantom stock units after grant: 3,094.904 units +4 more

7 metrics

Phantom stock units granted 179.420 units Grant on 2026-07-01

Reference price per unit $96.8400 per unit Phantom stock grant value basis

Phantom stock units after grant 3,094.904 units Total phantom units following transaction

Underlying common shares 179.420 shares Underlying security for the phantom units

Conversion/exercise price $0.0000 Phantom stock conversion price

Exercise date 2025-05-13 Exercise date for phantom stock entry

Expiration date 2025-05-13 Expiration date for phantom stock entry

Key Terms

Phantom Stock, deferred stock compensation, rabbi trust, Amended and Restated Retainer Plan for Eligible Directors

4 terms

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."

rabbi trust financial

"These shares are held in a rabbi trust pending distribution upon the occurrence of certain events specified in the Plan."

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.

Amended and Restated Retainer Plan for Eligible Directors financial

"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."

FAQ

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

What insider transaction did Helen Eaton report at Tompkins Financial (TMP)?

Helen Eaton reported receiving 179.420 phantom stock units tied to Tompkins Financial common stock as deferred director compensation. The award is a grant, not an open-market trade, and increases her phantom stock balance to 3,094.904 units after the transaction.

How many phantom stock units did Helen Eaton receive in this Form 4 for TMP?

Helen Eaton received 179.420 phantom stock units linked to Tompkins Financial common stock. Each unit is economically equivalent to one common share and is awarded under the director retainer plan as deferred compensation, rather than being purchased in the market by the director.

What is phantom stock in the context of Tompkins Financial (TMP)?

At Tompkins Financial, phantom stock represents deferred stock compensation where each unit equals one common share economically. The phantom units track the value of common stock but are held in a rabbi trust and paid out only upon specific plan events instead of granting immediate share ownership.

Does Helen Eaton have voting rights on the phantom stock reported for TMP?

No, Helen Eaton does not have voting or investment power over the shares tied to her phantom stock units. The units are held in a rabbi trust, and she only gains access upon specified distribution events under the director retainer plan, limiting current control rights.

What is Helen Eaton’s phantom stock balance at Tompkins Financial after this grant?

After the reported grant, Helen Eaton’s balance is 3,094.904 phantom stock units. These units represent deferred compensation economically equivalent to common shares, held in a rabbi trust under the Amended and Restated Retainer Plan for Eligible Directors until qualifying distribution events occur.

Was Helen Eaton’s phantom stock transaction at TMP an open-market buy or sell?

The transaction was not an open-market buy or sell; it was a grant categorized as an award acquisition of 179.420 phantom stock units. This reflects compensation under a director plan rather than discretionary trading in Tompkins Financial common stock on the open market.

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

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Accepted by SEC EDGAR 07/06/2026 - 09:21 AM 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^*

Eaton Helen

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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

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
Phantom Stock(1)	$0	07/01/2026		A		179.42(1)		05/13/2025	05/13/2025	Common Stock	179.42	$96.84	3,094.904	D

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/ Helen Eaton	07/02/2026
	** 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)