TMP insider receives 269 shares under director retainer at $65.53

Rhea-AI Filing Summary

Tompkins Financial Corporation (TMP) director Patricia A. Johnson reported a non-derivative acquisition under a director retainer plan on 10/06/2025. She elected to receive 269 shares of common stock in lieu of a cash retainer at an elected per-share value of $65.5264. After the transaction the filing shows 6,187.193 shares beneficially owned by the reporting person. The filing states these shares were issued under the company’s Second Amended and Restated Retainer Plan for Eligible Directors and were reported on a Form 4 filed on 10/07/2025.

The disclosure documents a routine director compensation election (a dividend reinvestment/direct issuance in lieu of cash) rather than an open-market purchase or sale. The change increases the reporting person’s direct stake by a measurable number of shares and provides transparency on insider ownership and compensation choices.

Insights

Corporate Governance Analyst

Director elected stock in lieu of cash, modestly increasing insider ownership.

This transaction reflects a common governance practice where a director elects to receive equity instead of cash under a formal retainer plan; the filing records 269 shares received at $65.5264 per share on 10/06/2025. Such elections align director interests with shareholders by increasing owned equity.

The practice depends on board compensation policies and potential share dilution from issuances. Investors can note the stable pattern and the exact ownership level of 6,187.193 shares; monitor future Form 4s for cumulative changes or differing transaction types within the next 12 months.

Equity Markets Analyst

Transaction is non-market issuance, not direct liquidity signal.

The reported entry is a grant/issuance under a retainer plan rather than an open-market trade, so it conveys limited information about the reporting person’s view on near-term share valuation. The reported price of $65.5264 is the accounting/election figure used to convert the cash retainer into shares.

Because this increases insider-held shares by 269, its market impact is likely immaterial unless repeated at larger scale; watch subsequent filings over the next few quarters for open-market purchases or sales that would signal a change in sentiment.

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^*

Johnson Patricia A

(Last) (First) (Middle)

TOMPKINS FINANCIAL CORPORATION

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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 Drip	10/06/2025		A		269(1)	A	$65.5264	6,187.193	D

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. Represents shares of common stock elected to be received by the reporting person in lieu of cash retainer fees pursuant to the Second Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries.

	/s/ Patricia A. Johnson	10/07/2025
	** 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 Tompkins Financial (TMP) director Patricia A. Johnson report on Form 4?

She reported receiving 269 shares of common stock in lieu of cash retainer under the director retainer plan on 10/06/2025 at $65.5264 per share.

How many shares does the reporting person beneficially own after the transaction?

The filing shows 6,187.193 shares beneficially owned following the reported transaction.

Was this an open-market purchase or a company issuance?

This was an issuance under the Second Amended and Restated Retainer Plan for Eligible Directors, not an open‑market purchase or sale.

When was the transaction and when was the Form 4 filed?

The transaction date is 10/06/2025 and the Form 4 was signed and filed on 10/07/2025.

Does this filing indicate misconduct or regulatory action?

No. The filing documents a compensation election; it contains no allegations, legal actions, or regulatory outcomes.