TMP insider exercises SARs: 2,235 acquired, post-trade holdings updated

Rhea-AI Filing Summary

Tompkins Financial (TMP): Insider Form 4 activity

An executive officer (EVP, President of Tompkins Community Bank) exercised stock appreciation rights and acquired 2,235 shares of common stock on 11/03/2025 at an exercise price of $56.29 (Transaction Code M). To cover option cost and taxes, 2,085 shares were withheld at $64.88 (Code F).

Following these transactions, the officer directly holds 15,149.915 shares. Indirect holdings include 2,277.23 shares via a 401(k) ESOP and 131.3883 shares via a 401(k) ISOP. The exercised derivative was a SAR covering 2,235 shares at $56.29, with 0 derivative securities remaining afterward.

Insider Trade Summary

Net Buyer: 150 shares

Net Buy 5 txns

Insider McKenna John M

Role EVP, Pres. Tompkins Comm. Bank

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights (SAR)	2,235	$0.00	$0.00
Exercise	Common Stock	2,235	$56.29	$126K
Exercise Price or Tax Liability	Common Stock	2,085	$64.88	$135K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Appreciation Rights (SAR) — 0 shares (Direct); Common Stock — 15,149.915 shares (Direct); Common Stock — 2,277.23 shares (Indirect, by 401(K) ESOP); Common Stock — 131.3883 shares (Indirect, by 401(K) ISOP)

Footnotes (2)

1. F1. Shares withheld for Option cost and taxes
2. F2. Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. SARs have a seven year vesting schedule with 0% vesting in year one, 17% vesting in years two through six, and 15% vesting in year seven. When exercised, the SARs will be settled in Common Stock of the Company. The grant will expire ten years from the date of the grant.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/05/2025 - 10:04 AM Learn about SEC filing dates

FAQ

What insider transaction did TMP report on Form 4?

An executive officer exercised SARs and acquired 2,235 shares on 11/03/2025 (Code M), with 2,085 shares withheld (Code F).

What prices were involved in the TMP transactions?

The SARs were exercised at $56.29 per share; shares were withheld at $64.88.

How many TMP shares does the officer own after the transactions?

Direct holdings are 15,149.915 shares. Indirect holdings are 2,277.23 (401(k) ESOP) and 131.3883 (401(k) ISOP).

What do the transaction codes M and F mean here?

M indicates an exercise of a derivative (SARs). F reflects shares withheld to cover option cost and taxes, per the footnote.

What derivative security was exercised by the TMP officer?

Stock Appreciation Rights covering 2,235 shares at an exercise price of $56.29, leaving 0 derivative securities afterward.

Who is the reporting person’s relationship to TMP?

The reporting person is an officer, titled EVP, President, Tompkins Community Bank.

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^*

McKenna John M

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Pres. Tompkins Comm. Bank

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

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	11/03/2025		M		2,235	A	$56.29	17,234.915	D
Common Stock	11/03/2025		F		2,085(1)	D	$64.88	15,149.915	D
Common Stock								2,277.23	I	by 401(K) ESOP
Common Stock								131.3883	I	by 401(K) ISOP

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
Stock Appreciation Rights (SAR)	$56.29	11/03/2025		M			2,235	(2)	11/04/2025	Common Stock	2,235	$0	0	D

Explanation of Responses:

1. Shares withheld for Option cost and taxes

2. Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. SARs have a seven year vesting schedule with 0% vesting in year one, 17% vesting in years two through six, and 15% vesting in year seven. When exercised, the SARs will be settled in Common Stock of the Company. The grant will expire ten years from the date of the grant.

	/s/ John M. McKenna	11/04/2025
	** 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.