[Form 4] TOMPKINS FINANCIAL CORP Insider Trading Activity

Rhea-AI Filing Summary

Tompkins Financial Corporation (TMP) director Helen Eaton reported two non-cash acquisitions of phantom stock that convert economically into common shares. On 10/03/2025 Ms. Eaton received 188.855 and 132.389 phantom shares, which together represent 321.244 underlying common shares. Each phantom share is the economic equivalent of one share of common stock and is held in a rabbi trust pending distribution under the Amended and Restated Retainer Plan for Eligible Directors. The filing shows these awards have an attributed price of $65.5264 per share for reporting purposes and that the reporting person has no voting or investment power over the shares prior to distribution. The transactions are recorded as acquisitions (non‑derivative via phantom awards) and increase the reported beneficial ownership to 2,532.244 common shares following the second award.

Insights

Corporate Governance Analyst

Director received 321.244 phantom shares held in a rabbi trust, non‑voting until distribution.

Phantom stock awards replace immediate cash or stock payments and create deferred equity exposure for a director without current voting or investment control. The awards here were recorded as acquisitions on 10/03/2025 and reference an accounting/reporting price of $65.5264 per share.

Key dependencies include the plan’s distribution triggers and timing (phantom shares held in a rabbi trust and subject to Plan events dated 05/13/2025), which determine when economic and potential voting rights transfer. Investors should note these are compensation-related grants, not open‑market purchases, and they modestly increase insider economic exposure in the near term.

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

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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 NY 14850

(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)
10/03/2025

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

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	10/03/2025		A		188.855(1)		05/13/2025	05/13/2025	Common Stock	188.855	$65.5264	2,399.855	D
Phantom Stock(1)	$0	10/03/2025		A		132.389(1)		05/13/2025	05/13/2025	Common Stock	132.389	$65.5264	2,532.244	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	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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