TMP insider reports Code F tax withholding; 2,914 shares direct

Rhea-AI Filing Summary

Tompkins Financial Corp (TMP) reported an insider Form 4 for its SVP, Chief Bank Operations Officer. On 11/09/2025, the officer executed multiple Code F transactions—share withholdings to cover taxes upon the vesting of restricted stock. Examples include 48, 38, 43, and 105 shares at $66.68 per share. Following these transactions, the officer directly owned 2,914 common shares. Indirect holdings were 1,207.6827 shares by 401(k) and 413.6008 shares by ESOP.

Insider Trade Summary

Net Seller: 234 shares

Net Sell 6 txns

Insider Guarino Charles J

Role SVP Chief Bank Operations Off.

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	48	$66.68	$3K
Exercise Price or Tax Liability	Common Stock	38	$66.68	$3K
Exercise Price or Tax Liability	Common Stock	43	$66.68	$3K
Exercise Price or Tax Liability	Common Stock	105	$66.68	$7K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,914 shares (Direct); Common Stock — 1,207.6827 shares (Indirect, by 401(k)); Common Stock — 413.6008 shares (Indirect, by ESOP)

Footnotes (1)

1. F1. Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/12/2025 - 09:46 AM Learn about SEC filing dates

FAQ

What did TMP disclose in this Form 4?

An officer reported multiple Code F tax-withholding transactions tied to restricted stock vesting on 11/09/2025 at $66.68 per share.

Who is the reporting person in TMP’s filing?

The filer is an officer: SVP, Chief Bank Operations Officer.

Were the transactions open-market sales?

No. The filing explains a deemed disposition to the issuer to pay taxes upon restricted stock vesting.

How many shares does the officer own directly after the transactions?

Direct beneficial ownership is 2,914 shares.

What are the indirect holdings reported?

Indirect holdings include 1,207.6827 shares by 401(k) and 413.6008 shares by ESOP.

What were the example share amounts withheld?

Examples include 48, 38, 43, and 105 shares at $66.68 per share.

What does transaction code F mean?

Code F indicates shares were withheld to satisfy tax obligations upon an award’s vesting.

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^*

Guarino Charles J

(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 Chief Bank Operations Off.

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2025

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	11/09/2025		F		48(1)	D	$66.68	3,100	D
Common Stock	11/09/2025		F		38(1)	D	$66.68	3,062	D
Common Stock	11/09/2025		F		43(1)	D	$66.68	3,019	D
Common Stock	11/09/2025		F		105(1)	D	$66.68	2,914	D
Common Stock								1,207.6827	I	by 401(k)
Common Stock								413.6008	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. Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock.

	/s/ Charles J. Guarino	11/10/2025
	** 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.