Tompkins Financial (TMP) director adds deferred phantom stock compensation

Rhea-AI Filing Summary

Tompkins Financial Corp director Helen Eaton reported an acquisition of phantom stock units that mirror the value of the company’s common shares. On 01/05/2026, she acquired 176.589 phantom stock units, each tied to one share of common stock, at a reference price of $72.2014 per underlying share. Following this transaction, she holds a total of 2,733.466 phantom stock units on a direct basis.

The phantom stock represents deferred director compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its wholly owned subsidiaries. These units are held in a rabbi trust and will be distributed only upon specific events defined in the plan. Until that distribution, the reporting person does not have voting or investment power over the underlying shares.

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

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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^*

Eaton Helen

(Last) (First) (Middle)

118 E SENECA ST

PO BOX 460

(Street)

ITHACA NY 14850

(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)
01/05/2026

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

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
Phantom Stock(1)	$0	01/05/2026		A		176.589(1)		05/13/2025	05/13/2025	Common Stock	176.589	$72.2014	2,733.466	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of common stock. Phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries. These shares are held in a rabbi trust pending distribution upon the occurrence of certain events specified in the Plan. The reporting person has no voting or investment power over the shares prior to such distribution.

	/s/ Helen Eaton	01/05/2026
	** 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.

FAQ

What insider transaction did Tompkins Financial Corp (TMP) report for Helen Eaton?

Helen Eaton, a director of Tompkins Financial Corp, reported acquiring 176.589 phantom stock units on 01/05/2026, each economically equivalent to one share of common stock.

What is the total phantom stock beneficially owned after this transaction at Tompkins Financial (TMP)?

After the reported transaction, Helen Eaton beneficially owns 2,733.466 phantom stock units, all reported as held in direct ownership form.

What does the phantom stock for Tompkins Financial Corp (TMP) represent?

Each share of phantom stock is the economic equivalent of one share of Tompkins Financial common stock and represents deferred stock compensation under the company’s Amended and Restated Retainer Plan for Eligible Directors.

How and where are Tompkins Financial (TMP) phantom stock units held for Helen Eaton?

The phantom stock units are held in a rabbi trust and will be distributed only when certain events specified in the Retainer Plan occur.

Does the director have voting rights over Tompkins Financial (TMP) phantom stock units?

No. The reporting person has no voting or investment power over the shares associated with the phantom stock units before they are distributed.

What was the reference price for the Tompkins Financial (TMP) phantom stock transaction?

The phantom stock transaction used a reference price of $72.2014 per share of underlying common stock for the 176.589 units acquired on 01/05/2026.