Tompkins director receives phantom stock award

Coletti Janet M. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Coletti Janet M. reported acquisition or exercise transactions in this Form 4 filing.

Tompkins Financial Corp director Janet M. Coletti reported an award of 20.136 phantom stock units on Common Stock equivalent. These units were granted as deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors.

Each phantom stock unit is the economic equivalent of one share of Tompkins Financial common stock, with a reference price of $96.84 per unit. Following this grant, Coletti has 774.381 phantom stock units credited. The units are held in a rabbi trust, and she has no voting or investment power over the related shares until distribution upon certain plan events.

Insider Trade Summary

Grant/Award: 20.136 shares

Grant/Award 1 txn

Insider Coletti Janet M.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	20.136	$96.84	$2K

Holdings After Transaction: Phantom Stock — 774.381 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: 20.136 units Reference price per unit: $96.84 Total phantom units after grant: 774.381 units +2 more

5 metrics

Phantom stock units granted 20.136 units Phantom Stock award on Common Stock equivalent

Reference price per unit $96.84 Transaction price per phantom stock unit

Total phantom units after grant 774.381 units Holdings following the reported transaction

Conversion price $0.00 Conversion or exercise price for phantom stock units

Underlying security 20.136 shares equivalent Underlying Common Stock per phantom stock grant

Key Terms

Phantom Stock, deferred stock compensation, Amended and Restated Retainer Plan for Eligible Directors, rabbi trust, +1 more

5 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"

Amended and Restated Retainer Plan for Eligible Directors financial

"under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation"

rabbi trust financial

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

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.

voting or investment power financial

"The reporting person has no voting or investment power over the shares prior to such distribution."

FAQ

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

What insider transaction did Tompkins Financial (TMP) director Janet M. Coletti report?

Janet M. Coletti reported an award of 20.136 phantom stock units. These units are tied to Tompkins Financial common stock and represent deferred director compensation rather than an open-market purchase or sale of shares.

What is the value reference for the phantom stock granted to the TMP director?

The phantom stock units were granted at a reference price of $96.84 per unit. This price is used to measure the economic value of the award, which tracks Tompkins Financial common stock performance for compensation purposes.

How many phantom stock units does the Tompkins Financial director hold after this grant?

After this award, Janet M. Coletti holds 774.381 phantom stock units. These units represent deferred compensation linked to Tompkins Financial common stock and will be distributed according to the terms of the company’s director retainer plan.

Does the TMP director have voting rights on the phantom stock units?

The director does not have voting or investment power over the shares related to the phantom stock units. The units are held in a rabbi trust and only become distributable upon specific events defined in the director retainer plan.

What plan governs the phantom stock granted to Tompkins Financial (TMP) directors?

The phantom stock represents deferred compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its wholly owned subsidiaries. This plan determines grant terms and the events that trigger distribution of the units.

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

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Accepted by SEC EDGAR 07/06/2026 - 08:18 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^*

Coletti Janet M.

(Last) (First) (Middle)

PO BOX 460

118 E. SENECA ST.

(Street)

ITHACA NEW YORK 14851

(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)	07/01/2026		A		20.136(1)		(1)	(1)	Common Stock	20.136	$96.84	774.381	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	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)