Tompkins Financial (TMP) director reports stock transfer in Form 4 filing

Rhea-AI Filing Summary

Tompkins Financial Corporation director Michael H. Spain reported changes in how some of his equity awards are held. On January 15, 2026, 1,563.852 shares of phantom stock were distributed to him as common stock under a Director's Deferred Stock Retainer Agreement at a reported price of $0, reflecting deferred compensation rather than a market purchase.

After this distribution, he directly owns 139,414.549 shares of common stock and indirectly owns 0.615 share through a partnership. He also continues to hold 4,691.554 phantom stock units, each economically equivalent to one share of common stock. Before distribution, the phantom shares were held in a rabbi trust and he had no voting or investment power over them.

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^*

SPAIN MICHAEL H

(Last) (First) (Middle)

TOMPKINS FINANCIAL CORPORATION

P O 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		M		1,563.852(1)	A	$0(2)	139,414.549	D
Common Stock								0.615	I	By Partnership

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	(2)	01/15/2026		M			1,563.852(1)	(2)	(2)	Common Stock	1,563.852	(2)	4,691.554	D

Explanation of Responses:

1. Includes change in beneficial ownership of 1,563.8520 shares from indirect to direct, as a result of distribution pursuant to the Director's Deferred Stock Retainer Agreement

2. 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/ Michael H. Spain	01/15/2026
	** 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.
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FAQ

What insider transaction did Tompkins Financial (TMP) report in this Form 4?

The filing shows that director Michael H. Spain received 1,563.852 shares of Tompkins Financial common stock on January 15, 2026, distributed from previously deferred phantom stock under a Director's Deferred Stock Retainer Agreement.

Did Michael H. Spain buy or sell Tompkins Financial (TMP) shares for cash?

No cash transaction is reported. The 1,563.852 shares of common stock were received at a reported price of $0 as a distribution of deferred stock compensation, not as an open‑market purchase or sale.

How many Tompkins Financial (TMP) shares does Michael H. Spain own after this transaction?

Following the reported transaction, he directly owns 139,414.549 shares of common stock and indirectly owns 0.615 share through a partnership, as disclosed in the filing.

What is the phantom stock mentioned for Tompkins Financial (TMP)?

Phantom stock is deferred stock compensation where each unit is the economic equivalent of one share of common stock. Under Tompkins Financial's Amended and Restated Retainer Plan for Eligible Directors, these units are held in a rabbi trust and are distributed as common stock when certain events specified in the plan occur.

How many phantom stock units does Michael H. Spain still hold after the distribution?

After 1,563.852 phantom stock units were distributed into common stock, he continues to beneficially own 4,691.554 phantom stock units, each economically equivalent to one Tompkins Financial common share.

Did Michael H. Spain have voting or investment power over the phantom stock before distribution?

No. The filing explains that the phantom stock units were held in a rabbi trust and that the reporting person had no voting or investment power over those shares before they were distributed as common stock.

What is the nature of Michael H. Spain’s indirect ownership in Tompkins Financial (TMP)?

The filing reports an indirect holding of 0.615 share of common stock with the nature of ownership described as "By Partnership", indicating a small position held through a partnership entity.