Tompkins Financial EVP exercises 802 rights

TMP’s EVP and general counsel exercised 802 stock appreciation rights into common shares, with most shares withheld to cover option cost and taxes.

Rhea-AI Filing Summary

TOMPKINS FINANCIAL CORP (TMP) executive vice president, general counsel and chief risk officer Alyssa H. Fontaine reported an exercise of 802 Stock Appreciation Rights on September 2, 2026, converting them into 802 shares of common stock at an exercise price of $76.90 per share. On the same date, 713 common shares were withheld at $97.56 per share to cover the option cost and related taxes, and no Stock Appreciation Rights from this grant remained outstanding. Separately, she reported 954.1113 common shares held indirectly through a 401K/ESOP account. No Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

802 shares exercised/converted

Exercise 4 txns

Insider Fontaine Alyssa H

Role EVP, General Counsel & CRO

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights (SAR) F2	802	$0.00	$0.00
Exercise	Common Stock	802	$76.90	$62K
Tax Withholding	Common Stock F1	713	$97.56	$70K
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Appreciation Rights (SAR) — 0 contracts (Direct); Common Stock — 10,175.788 shares (Direct); Common Stock — 954.1113 shares (Indirect, 401K/ESOP)

Footnotes (2)

1. F1. Shares withheld for Option cost and taxes.
2. F2. Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. SARs have a five-year vesting schedule, with 0% vesting in year one and 25% vesting in years two through five. 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.

Key Figures

Stock Appreciation Rights exercised: 802 rights Exercise price of Stock Appreciation Rights: $76.90 per share Shares withheld for option cost and taxes: 713 shares +5 more

8 metrics

Stock Appreciation Rights exercised 802 rights Converted into 802 shares of Tompkins Financial common stock on September 2, 2026

Exercise price of Stock Appreciation Rights $76.90 per share Exercise of 802 Stock Appreciation Rights settled in common stock

Shares withheld for option cost and taxes 713 shares Common shares withheld on September 2, 2026 to cover option cost and taxes

Value per share for withheld shares $97.56 per share Price used for 713 common shares withheld for option cost and taxes

Indirect common shares in 401K/ESOP 954.1113 shares Indirect holding of Tompkins Financial common stock through a 401K/ESOP account

SAR vesting rate 25% per year in years two through five Stock Appreciation Rights granted under the 2009 Equity Plan with a five-year vesting schedule

SAR vesting period 5 years Zero percent vesting in year one, then 25% in each of years two through five

SAR grant term 10 years The Stock Appreciation Rights grant expires ten years from the date of grant

Key Terms

Stock Appreciation Rights (SARs), vesting schedule, Equity Plan

3 terms

Stock Appreciation Rights (SARs) financial

"Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan."

vesting schedule financial

"SARs have a five-year vesting schedule, with 0% vesting in year one and 25% vesting in years two through five."

A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

Equity Plan financial

"Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan."

An equity plan is a company program that gives employees, executives or directors a stake in the business through stock, stock options or similar ownership awards, like handing out slices of a pie to people who help bake it. It matters to investors because these grants can motivate key personnel and align their interests with shareholders, but they also increase the number of shares over time and can dilute existing ownership and affect reported earnings.

FAQ

What did TMP executive Alyssa H. Fontaine do in this Form 4 filing?

She exercised 802 Stock Appreciation Rights on September 2, 2026, receiving 802 shares of Tompkins Financial common stock, and had 713 of those shares withheld to cover the option cost and taxes, with the remaining position reported partly in an indirect retirement plan account.

How many Tompkins Financial (TMP) Stock Appreciation Rights were exercised and at what price?

Alyssa H. Fontaine exercised 802 Stock Appreciation Rights linked to Tompkins Financial common stock at an exercise price of $76.90 per share. These rights were granted under the Tompkins Financial Corporation 2009 Equity Plan and are settled in common stock when exercised.

How many TMP shares were withheld for option cost and taxes in this Form 4?

On September 2, 2026, 713 shares of Tompkins Financial common stock were withheld at a value of $97.56 per share to cover the option cost and related taxes associated with the Stock Appreciation Rights exercise.

Does Alyssa H. Fontaine still hold Tompkins Financial (TMP) Stock Appreciation Rights after this transaction?

For the specific grant referenced, the filing indicates that after exercising 802 Stock Appreciation Rights, no Stock Appreciation Rights from that grant remained. The footnote states the grant expires ten years from its grant date and is settled in common stock when exercised.

What indirect holdings in TMP does Alyssa H. Fontaine report?

She reports an indirect holding of 954.1113 shares of Tompkins Financial common stock through a 401K/ESOP account as of September 2, 2026, in addition to the transactions involving exercised Stock Appreciation Rights and withheld shares.

Were the reported TMP transactions under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan is associated with these transactions, meaning the exercise of Stock Appreciation Rights and the related share withholding were not reported as made under a pre-arranged trading plan.

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Available on EDGAR 09/04/2026 - 09:21 AM Accepted by SEC EDGAR 09/04/2026 - 09:19 AM Learn about SEC filing dates

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^*

Fontaine Alyssa H

(Last) (First) (Middle)

P.O. BOX 460

(Street)

ITHACA NEW YORK 14851

(City) (State) (Zip)

UNITED STATES

(Country)

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, General Counsel & CRO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/02/2026		M		802	A	$76.9	10,888.788	D
Common Stock	09/02/2026		F		713(1)	D	$97.56	10,175.788	D
Common Stock								954.1113	I	401K/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)	$76.9	09/02/2026		M			802	(2)	11/09/2026	Common Stock	802	$0	0	D

Explanation of Responses:

1. Shares withheld for Option cost and taxes.

2. Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. SARs have a five-year vesting schedule, with 0% vesting in year one and 25% vesting in years two through five. 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.

	Alyssa H. Fontaine	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)