Tompkins Financial (TMP) director discloses phantom stock grant in Form 4

Rhea-AI Filing Summary

Tompkins Financial Corp director reports phantom stock grant. On 01/05/2026, a director of Tompkins Financial Corp filed a Form 4 showing an acquisition of 27.008 shares of phantom stock under the company’s Amended and Restated Retainer Plan for Eligible Directors.

Each phantom stock share is the economic equivalent of one share of common stock and represents deferred stock compensation. These shares are held in a rabbi trust and will be distributed only upon certain events defined in the plan, and the reporting person does not have voting or investment power over the underlying shares before that distribution. Following this transaction, the director beneficially owned 718.146 derivative securities related to Tompkins Financial common stock.

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^*

Coletti Janet M.

(Last) (First) (Middle)

PO BOX 460

118 E. SENECA ST.

(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)
01/05/2026

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

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)	01/05/2026		A		27.008(1)		(1)	(1)	Common Stock	27.008	$72.2014	718.146	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/ Janet M. Coletti	01/05/2026
	** 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.

FAQ

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

A Tompkins Financial Corp director reported acquiring 27.008 shares of phantom stock on 01/05/2026 as deferred stock compensation.

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

Phantom stock is deferred stock compensation where each unit is the economic equivalent of one share of common stock, granted under the company’s director retainer plan.

How many related derivative securities does the Tompkins Financial (TMP) director now hold?

After the reported transaction, the director beneficially owned 718.146 derivative securities tied to Tompkins Financial common stock.

Does the Tompkins Financial (TMP) director control voting rights on the phantom stock?

No. The filing states the director has no voting or investment power over the shares before distribution from the rabbi trust.

At what reference price was the Tompkins Financial (TMP) phantom stock grant recorded?

The phantom stock grant was recorded at a price of $72.2014 per underlying share of common stock.

Under what plan was the Tompkins Financial (TMP) phantom stock granted?

The phantom stock was granted under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries.