TMP CEO Form 4: Tax withholdings at $66.68; 63,726.697 sh owned

Tompkins Financial Corp (TMP) reported insider activity by President & CEO and Director Stephen S. Romaine.

Rhea-AI Filing Summary

Tompkins Financial Corp (TMP) reported insider activity by President & CEO and Director Stephen S. Romaine. On 11/09/2025, he executed four Code F transactions—share withholdings to cover taxes upon vesting of restricted stock—at a price of $66.68 per share for 433, 370, 396, and 631 shares.

Following these tax-withholding entries, his direct beneficial ownership stood at 63,726.697 shares. He also reports indirect holdings of 11,260.3616 shares via a 401(k)/ISOP and 5,998.6185 shares via an ESOP.

Insider Trade Summary

Exercise Price or Tax Liability: 1,830 shares

Exercise Price or Tax Liability 6 txns

Insider ROMAINE STEPHEN S

Role President & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	433	$66.68	$29K
Exercise Price or Tax Liability	Common Stock	370	$66.68	$25K
Exercise Price or Tax Liability	Common Stock	396	$66.68	$26K
Exercise Price or Tax Liability	Common Stock	631	$66.68	$42K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 63,726.697 shares (Direct); Common Stock — 11,260.3616 shares (Indirect, by 401(k)/ISOP); Common Stock — 5,998.6185 shares (Indirect, by ESOP)

Footnotes (1)

1. F1. Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock.

FAQ

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

What did TMP’s CEO report on Form 4?

Stephen S. Romaine reported four Code F tax-withholding transactions tied to restricted stock vesting on 11/09/2025 at $66.68 per share.

What is transaction code F in this context for TMP?

Code F indicates shares were withheld by the issuer to pay taxes due upon the vesting of restricted stock.

How many TMP shares does the CEO own directly after the transactions?

Direct beneficial ownership is reported as 63,726.697 shares following the transactions.

What are the CEO’s indirect TMP holdings?

Indirect holdings include 11,260.3616 shares via a 401(k)/ISOP and 5,998.6185 shares via an ESOP.

Were these open-market sales of TMP stock?

No. The entries are Code F tax-withholding transactions associated with restricted stock vesting.

What was the price used for the tax-withholding entries?

The reported price for each entry was $66.68 per share.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 11/12/2025 - 09:44 AM EST 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^*

ROMAINE STEPHEN S

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2025

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
Common Stock	11/09/2025		F		433(1)	D	$66.68	65,123.697	D
Common Stock	11/09/2025		F		370(1)	D	$66.68	64,753.697	D
Common Stock	11/09/2025		F		396(1)	D	$66.68	64,357.697	D
Common Stock	11/09/2025		F		631(1)	D	$66.68	63,726.697	D
Common Stock								11,260.3616	I	by 401(k)/ISOP
Common Stock								5,998.6185	I	by ESOP

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

Explanation of Responses:

1. Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock.

	/s/ Stephen S. Romaine	11/10/2025
	** 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.