Tompkins Financial director granted phantom stock

Catarisano Nancy E. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Catarisano Nancy E. reported acquisition or exercise transactions in this Form 4 filing.

Tompkins Financial Corp director Nancy E. Catarisano received phantom stock awards that increase her deferred compensation tied to the company’s common stock. She was granted 111.437 phantom stock units and 369.894 phantom stock units, each economically equivalent to one share of common stock at an indicated value of $80.0904 per unit.

After these awards, her reported phantom stock balances are 7,018.322 units and 6,906.885 units in the respective lines. The phantom stock represents deferred director fees held in a rabbi trust, and she has no voting or investment power over the underlying shares until distribution under the directors’ retainer plan.

Insider Trade Summary

Grant/Award: 481.331 shares

Grant/Award 2 txns

Insider Catarisano Nancy E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	111.437	$80.0904	$9K
Grant/Award	Phantom Stock	369.894	$80.0904	$30K

Holdings After Transaction: Phantom Stock — 13,925.207 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

First phantom stock grant: 111.437 units Second phantom stock grant: 369.894 units Reference price per unit: $80.0904 per unit +3 more

6 metrics

First phantom stock grant 111.437 units Phantom Stock grant on 2026-04-02

Second phantom stock grant 369.894 units Phantom Stock grant on 2026-04-02

Reference price per unit $80.0904 per unit Value used for both phantom stock grants

Phantom stock balance (line 1) after grant 7,018.322 units Total phantom stock following first reported grant

Phantom stock balance (line 2) after grant 6,906.885 units Total phantom stock following second reported grant

Economic equivalence 1 unit = 1 share Each phantom stock unit equals one share of common stock economically

Key Terms

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

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.

Amended and Restated Retainer Plan for Eligible Directors financial

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

wholly-owned subsidiaries financial

"Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries."

FAQ

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

What did Nancy E. Catarisano report in this Form 4 for TMP?

Nancy E. Catarisano reported two grants of phantom stock units linked to Tompkins Financial common stock. The awards, recorded as deferred compensation, increase her phantom stock balances rather than reflecting any open-market purchase or sale of TMP shares.

How many Tompkins Financial phantom stock units were granted to the director?

She received grants of 111.437 phantom stock units and 369.894 phantom stock units. Each phantom unit is economically equivalent to one share of Tompkins Financial common stock, providing stock-linked compensation without immediate ownership of the underlying shares.

What is the economic value used for the TMP phantom stock grants?

Both phantom stock grants use an indicated value of $80.0904 per unit. This value is applied to 111.437 and 369.894 units, respectively, tying the director’s deferred compensation to Tompkins Financial’s common stock at that referenced price level.

Does the director control voting or investment decisions for these TMP phantom shares?

No. The phantom stock units are held in a rabbi trust, and the director has no voting or investment power over the underlying shares before distribution. They function purely as deferred compensation under the directors’ retainer plan at Tompkins Financial.

What plan governs these Tompkins Financial phantom stock awards?

The 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. The plan specifies when distributions occur and how the deferred director fees are structured.

When will the Tompkins Financial phantom stock be distributed to the director?

The phantom stock units will be distributed upon certain events specified in the Amended and Restated Retainer Plan for Eligible Directors. Until those triggering events occur, the units remain in a rabbi trust as deferred compensation without voting or investment authority.

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

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Accepted by SEC EDGAR 04/02/2026 - 01:59 PM 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^*

Catarisano Nancy E.

(Last) (First) (Middle)

PO BOX 460

(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)
04/02/2026

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)	04/02/2026		A		111.437(1)		(1)	(1)	Common Stock	111.437	$80.0904	7,018.322	D
Phantom Stock	(1)	04/02/2026		A		369.894(1)		(1)	(1)	Common Stock	369.894	$80.0904	6,906.885	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/ Nancy E. Catarisano	04/02/2026
	** 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)