Tompkins director granted 159 phantom stock units

Eaton Helen reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Eaton Helen reported acquisition or exercise transactions in this Form 4 filing.

Tompkins Financial Corp director Helen Eaton received a grant of phantom stock as deferred compensation. She was awarded 159.195 phantom stock units, each economically equivalent to one share of common stock, bringing her total phantom stock holdings to 2,915.484 units. These units are held in a rabbi trust, and she has no voting or investment power over the underlying shares until distribution under the director retainer plan.

Insider Trade Summary

Grant/Award: 159.195 shares

Grant/Award 1 txn

Insider Eaton Helen

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	159.195	$80.0904	$13K

Holdings After Transaction: Phantom Stock — 2,915.484 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: 159.195 units Reference price per phantom unit: $80.0904 per unit Total phantom stock after grant: 2,915.484 units

3 metrics

Phantom stock units granted 159.195 units Grant/award acquisition on 2026-04-02

Reference price per phantom unit $80.0904 per unit Economic equivalent of one common share

Total phantom stock after grant 2,915.484 units Holdings following 2026-04-02 transaction

Key Terms

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

4 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 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.

FAQ

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

What insider transaction did Tompkins Financial (TMP) report for Helen Eaton?

Helen Eaton received 159.195 phantom stock units as a grant of deferred compensation. Each unit is economically equivalent to one share of Tompkins Financial common stock, increasing her total phantom stock holdings to 2,915.484 units held in a rabbi trust.

What is the nature of the phantom stock granted to Helen Eaton at Tompkins Financial (TMP)?

The phantom stock is deferred stock compensation awarded under the Amended and Restated Retainer Plan for Eligible Directors. Each phantom stock unit mirrors the value of one common share but is settled later according to plan terms instead of immediate share delivery.

Does Helen Eaton have voting rights on the Tompkins Financial (TMP) phantom stock units?

She does not have voting or investment power over the shares linked to the phantom stock before distribution. The units are held in a rabbi trust and only become accessible upon specific events outlined in the director retainer plan.

How many phantom stock units does Helen Eaton hold after the latest Tompkins Financial (TMP) grant?

After receiving 159.195 new phantom stock units, Helen Eaton holds a total of 2,915.484 phantom stock units. All of these represent deferred compensation, economically tracking Tompkins Financial common stock in a non-voting form until distribution events occur.

What price reference is associated with Helen Eaton’s Tompkins Financial (TMP) phantom stock grant?

The phantom stock grant reflects a reference price of $80.0904 per unit, matching the value of Tompkins Financial common shares. This figure helps determine the economic value of the 159.195 units of deferred compensation awarded to the director.

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

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Accepted by SEC EDGAR 04/06/2026 - 08:03 AM EDT 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^*

Eaton Helen

(Last) (First) (Middle)

118 E SENECA ST

PO BOX 460

(Street)

ITHACA NEW YORK 14850

(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)	$0	04/02/2026		A		159.195(1)		05/13/2025	05/13/2025	Common Stock	159.195	$80.0904	2,915.484	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/ Helen Eaton	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)