Tompkins Financial (TMP) EVP reports stock forfeiture and phantom units

Rhea-AI Filing Summary

Tompkins Financial Corporation executive Ms. Anderson reported equity changes tied to her departure from the company. Her employment ended on December 31, 2025, and she forfeited 2,405 shares of restricted common stock back to the issuer at a price of $0 per share. Following this disposition, she beneficially owns 295.556 common shares directly and 41.767 shares indirectly through an ESOP.

She also holds 1,402.932 phantom stock units, each economically equivalent to one share of common stock. These phantom shares represent deferred stock compensation under the company’s Amended and Restated Retainer Plan and are held in a rabbi trust until certain distribution events occur, during which time she has no 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

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X

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^*

Anderson Johanna B

(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)
	EVP, President TCB CNY

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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(1)	12/31/2025		D		2,405(2)	D	$0	295.556	D
Common Stock - 401k/esop								41.767	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
Phantom Stock	(3)							(3)	(3)	Common Stock	1,402.932		1,402.932	D

Explanation of Responses:

1. Ms. Anderson's employment with the Company ended on December 31, 2025.

2. Disposition of shares to the Issuer due to forfeiture of restricted stock.

3. 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/ Cynthia M. Manuele, attorney-in-fact for Ms. Anderson	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).
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FAQ

What insider transaction did Tompkins Financial (TMP) report for Ms. Anderson?

The report shows Ms. Anderson disposed of 2,405 shares of Tompkins Financial common stock on December 31, 2025, due to the forfeiture of restricted stock back to the issuer at a price of $0 per share.

What is Ms. Anderson’s role and relationship to Tompkins Financial (TMP)?

Ms. Anderson is listed as an officer of Tompkins Financial Corporation, serving as EVP, President TCB CNY, and she is the reporting person for this Form 4 filing.

How many Tompkins Financial (TMP) shares does Ms. Anderson own after the reported transaction?

After the reported forfeiture, Ms. Anderson beneficially owns 295.556 shares of Tompkins Financial common stock directly and 41.767 shares indirectly through an ESOP.

What are the phantom stock units reported for Ms. Anderson at Tompkins Financial (TMP)?

Ms. Anderson holds 1,402.932 phantom stock units, each economically equivalent to one share of Tompkins Financial common stock, representing deferred stock compensation under the company’s Amended and Restated Retainer Plan.

Does Ms. Anderson have voting rights over her Tompkins Financial phantom stock?

No. The phantom stock units are held in a rabbi trust and Ms. Anderson has no voting or investment power over the underlying shares before distribution events specified in the plan occur.

What employment change for Ms. Anderson is disclosed by Tompkins Financial (TMP)?

The filing states that Ms. Anderson's employment with Tompkins Financial Corporation ended on December 31, 2025, which is tied to the reported forfeiture of restricted stock.