TMP insider: EVP reports SAR exercise and updated holdings

Rhea-AI Filing Summary

Tompkins Financial (TMP) executive Diane D. Torcello reported insider transactions. On 11/03/2025, she exercised stock appreciation rights, resulting in 690 shares acquired (Code M) at a reported price of $64.88, and had 638 shares withheld for costs and taxes (Code F) at $56.29. Following these transactions, she held 6,366.167 shares direct and 1,830.003 shares indirect through an ESOP. The related SAR in Table II shows a $56.29 exercise price for 690 underlying shares, with 0 derivative securities remaining after the exercise.

Insider Trade Summary

690 shares exercised/converted

Mixed 4 txns

Insider Torcello Diane D

Role EVP & President, Tompkins WNY

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights (SAR)	690	$0.00	--
Exercise	Common Stock	690	$64.88	$45K
Tax Withholding	Common Stock	638	$56.29	$36K
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Appreciation Rights (SAR) — 0 shares (Direct); Common Stock — 7,004.167 shares (Direct); Common Stock — 1,830.003 shares (Indirect, By ESOP)

Footnotes (1)

1. Shares withheld for option costs and taxes. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Torcello Diane D

(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)
	EVP & President, Tompkins WNY

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		690	A	$64.88	7,004.167	D
Common Stock	11/03/2025		F		638(1)	D	$56.29	6,366.167	D
Common Stock								1,830.003	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
Stock Appreciation Rights (SAR)	$56.29	11/03/2025		M			690	(2)	11/04/2025	Common Stock	690	$0	0	D

Explanation of Responses:

1. Shares withheld for option costs 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/ Diane D. Torcello	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.

FAQ

What insider transaction did TMP’s executive report?

Diane D. Torcello reported exercising stock appreciation rights, acquiring 690 shares (Code M) and withholding 638 shares (Code F) for costs and taxes.

What prices were reported for the TMP transactions?

The Form 4 shows $64.88 for the Code M acquisition entry and a $56.29 exercise price for the SAR; Code F withholding was at $56.29.

How many TMP shares does the reporting person hold after the transactions?

She beneficially owns 6,366.167 shares direct and 1,830.003 shares indirect via an ESOP.

When did the TMP transactions occur?

The transactions occurred on 11/03/2025.

What derivative security was involved in the TMP filing?

Stock Appreciation Rights with a $56.29 exercise price for 690 underlying shares; 0 remain after the exercise.

What do the Form 4 transaction codes mean for TMP?

Code M indicates an exercise/conversion; Code F indicates shares withheld for taxes or costs, as noted in the explanation.