Tompkins director granted 24 phantom stock units

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 receiving a grant of 24.347 phantom stock units as deferred compensation. Each phantom stock unit is economically equivalent to one share of common stock and was valued at $80.0904 per unit on the grant date.

The grant increased her phantom stock balance to 748.489 units, all held in a rabbi trust under the Amended and Restated Retainer Plan for Eligible Directors. She has no voting or investment power over the underlying shares until future distribution events defined by the plan.

Insider Trade Summary

Grant/Award: 24.347 shares

Grant/Award 1 txn

Insider Coletti Janet M.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	24.347	$80.0904	$2K

Holdings After Transaction: Phantom Stock — 748.489 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 granted: 24.347 units Grant reference price: $80.0904 per unit Total phantom stock after grant: 748.489 units +2 more

5 metrics

Phantom stock granted 24.347 units Grant on April 2, 2026

Grant reference price $80.0904 per unit Economic value per phantom stock unit

Total phantom stock after grant 748.489 units Holdings following transaction

Underlying common stock equivalence 1 share per unit Each phantom stock equals one common share economically

Exercise price $0.0000 Conversion or exercise price for phantom stock

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"

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"

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.

economic equivalent financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

FAQ

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

What did director Janet M. Coletti report on her Form 4 for TOMPKINS FINANCIAL CORP (TMP)?

She reported receiving 24.347 phantom stock units as a grant of deferred compensation. Each unit is tied to common stock value, bringing her total phantom stock holdings to 748.489 units held in a rabbi trust under the director retainer plan.

What is the value of the phantom stock granted to Janet M. Coletti at Tompkins Financial Corp?

The grant consisted of 24.347 phantom stock units valued at $80.0904 per unit. This represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors, rather than an open-market share purchase or sale.

How many phantom stock units does Janet M. Coletti hold after this transaction at TMP?

After the April 2, 2026 grant, she holds a total of 748.489 phantom stock units. These units are economically equivalent to common shares but are deferred compensation held in a rabbi trust until specified distribution events occur under the plan.

Does Janet M. Coletti have voting rights over the phantom stock reported at Tompkins Financial Corp?

No, she does not have voting or investment power over the underlying shares before distribution. The phantom stock units are held in a rabbi trust and represent deferred compensation, with control limited until plan-defined distribution events occur.

How does phantom stock work in Tompkins Financial Corp’s director retainer plan?

Each phantom stock unit is the economic equivalent of one common share and represents deferred stock compensation. Units are held in a rabbi trust and are distributed only upon specific events described in the Amended and Restated Retainer Plan for Eligible Directors.

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

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Accepted by SEC EDGAR 04/06/2026 - 03:50 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^*

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)
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		24.347(1)		(1)	(1)	Common Stock	24.347	$80.0904	748.489	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	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)