Tompkins Financial (TMP) director logs phantom stock grants as deferred pay

Rhea-AI Filing Summary

Tompkins Financial Corp director reports phantom stock awards

A director of Tompkins Financial Corp reported receiving two grants of phantom stock on 01/05/2026. The first grant covers 286.698 phantom stock units and the second covers 123.613 units, each economically equivalent to one share of common stock at a reference price of $72.2014 per unit. Following these transactions, the director beneficially owns 6,359.25 and 6,482.863 derivative securities in the respective phantom stock accounts.

The 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 units are held in a rabbi trust and will be distributed only upon certain events specified in the plan, and the reporting person has no voting or investment power over the underlying shares before distribution.

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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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^*

Catarisano Nancy E.

(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)

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)	01/05/2026		A		286.698(1)		(1)	(1)	Common Stock	286.698	$72.2014	6,359.25	D
Phantom Stock	(1)	01/05/2026		A		123.613(1)		(1)	(1)	Common Stock	123.613	$72.2014	6,482.863	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/ Nancy E. Catarisano	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 was reported for Tompkins Financial Corp (TMP)?

A director of Tompkins Financial Corp (TMP) reported two awards of phantom stock on 01/05/2026 as deferred stock compensation under the company’s director retainer plan.

How many phantom stock units did the Tompkins Financial (TMP) director receive?

The director received 286.698 phantom stock units in one transaction and 123.613 units in another, each economically equivalent to one share of Tompkins Financial common stock.

What price is associated with the reported phantom stock awards for TMP?

Each phantom stock grant is tied to a reference price of $72.2014 per unit, as shown in the derivative securities table.

What is the total phantom stock beneficially owned after the reported Form 4 transactions?

After the reported transactions, the director beneficially owns 6,359.25 and 6,482.863 derivative securities in the respective phantom stock accounts, as disclosed in the filing.

What does phantom stock mean for Tompkins Financial (TMP) directors?

For Tompkins Financial directors, each phantom stock unit is the economic equivalent of one common share and represents deferred stock compensation that will be distributed only upon certain plan events.

Does the director have voting rights on the Tompkins Financial phantom stock units?

No. The filing states that the phantom stock units are held in a rabbi trust and that the reporting person has no voting or investment power over the shares before distribution.

Under what plan were the TMP phantom stock units granted?

The phantom stock units were granted under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries.