Tompkins Financial director credited with phantom stock units

Rhea-AI Filing Summary

Heidi M. Davidson, a director of Tompkins Financial Corporation (TMP), reported receipt of director deferred-compensation units on 10/03/2025. She was credited with 132.389 and 188.855 units of Phantom Stock, each unit representing the economic equivalent of one share of common stock and held in a rabbi trust until distribution. The reported derivative entries list a per-share reference price of $65.5264 and show the awards as exercisable beginning 01/01/2041 with expiration on 01/01/2047. The reporting person has no voting or investment power over these units prior to distribution. The transactions are reported as direct beneficial ownership following the acquisition.

Positive

• Deferred compensation awarded to a director aligns management incentives with long-term shareholder value.
• Phantom stock held in a rabbi trust preserves an economic claim while separating immediate voting/control rights.

Negative

• No voting or investment power over the units prior to distribution limits immediate alignment on governance decisions.
• Very long exercisable/expiration timeline (01/01/2041–01/01/2047) delays economic realization for the reporting person.

Insights

Compensation Analyst

Director received deferred phantom stock units with long-term distribution dates.

The entries show grants of phantom stock credited to a director under the retainer plan, with each unit tied to one share of common stock and held in a rabbi trust pending distribution. The instruments list exercisable and expiration dates of 01/01/2041 and 01/01/2047, indicating very long deferral horizons.

Key dependencies include the plan's distribution triggers and the trust's terms; the director expressly has no voting or investment power before distribution, which limits immediate governance impact. Monitor grant schedules and any future Form 4s for distributions or changes to the trust timing within a multi-year horizon.

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^*

Davidson Heidi M

(Last) (First) (Middle)

118 E. SENECA ST

PO BOX 460

(Street)

ITHACA NY 14850

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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

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)	10/03/2025		A		132.389(1)		01/01/2041	01/01/2047	Common Stock	132.389	$65.5264	1,713.05	D
Phantom Stock	(1)	10/03/2025		A		188.855(1)		01/01/2041	01/01/2047	Common Stock	188.855	$65.5264	1,580.661	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/ Heidi M. Davidson	10/03/2025
	** 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.

FAQ

What did Heidi M. Davidson report on Form 4 for TMP?

She reported grants of phantom stock totaling 132.389 and 188.855 units on 10/03/2025.

What is phantom stock in this filing for TMP?

Each phantom stock unit is the economic equivalent of one share of common stock and represents deferred stock compensation held in a rabbi trust.

Does the reporting person have voting power over these units?

No. The filing states the reporting person has no voting or investment power over the shares prior to distribution.

What are the exercisable and expiration dates for the phantom units?

The listed dates are 01/01/2041 (exercisable) and 01/01/2047 (expiration).

What per-share reference price is shown in the Form 4?

The filing lists a price of $65.5264 associated with the derivative entries.