Tompkins Financial SVP awarded 550 restricted shares under 2019 plan

Rhea-AI Filing Summary

Tompkins Financial (TMP)550 shares of common stock coded “A” at a reported price of $67.79, recorded as restricted stock under the company’s 2019 Equity Incentive Plan.

The filing lists total holdings after the transaction as 4,743.251 shares held directly, plus 1,322.5023 shares held by 401(k) and 2,692.8968 shares held by ESOP. The restricted stock vests over five years with 0% in year one and 25% in years two through five, and the grant will expire ten years from the grant date.

Insights

Corporate governance analyst

Routine insider grant with multi-year vesting; neutral impact.

This Form 4 reflects a standard restricted stock award of 550 shares to a company officer. The transaction code “A” indicates an acquisition, consistent with equity compensation rather than an open-market purchase.

The plan terms show a long vesting schedule—0% in year one, then 25% annually in years two through five—which aligns incentives over time. The grant expires ten years from the grant date, typical for equity awards.

Post‑transaction holdings are detailed across direct, 401(k), and ESOP accounts. Actual market effects, if any, depend on future vesting and settlement under the stated schedule.

11/14/2025 - 08:53 AM

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
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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^*

Kershaw David

(Last) (First) (Middle)

PO 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)
	SVP, PAO

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2025

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	11/12/2025		A		550(1)	A	$67.79	4,743.251	D
Common Stock								1,322.5023	I	by 401(k)
Common Stock								2,692.8968	I	by ESOP

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

Explanation of Responses:

1. Restricted stock was granted pursuant to the Tompkins Financial Corporation 2019 Equity Incentive Plan. Restricted stock grants have a five-year vesting schedule with 0% vesting in year one and 25% vesting in years two through five. The grant will expire ten years from the date of the grant.

	/s/ David. K. Kershaw	11/13/2025
	** 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 TMP disclose on this Form 4?

An officer reported acquiring 550 restricted shares on 11/12/2025 under the 2019 Equity Incentive Plan.

What was the reported price for the shares?

The filing lists a price of $67.79 for the acquired shares.

How do the restricted shares vest?

They vest over five years: 0% in year one, then 25% in years two through five.

When does the grant expire?

The grant will expire ten years from the date of grant.

How many TMP shares does the officer hold after the transaction?

Holdings are 4,743.251 direct, 1,322.5023 by 401(k), and 2,692.8968 by ESOP.

What is the officer’s role at TMP?

The reporting person is an Officer (SVP, PAO).