STOCK TITAN

Tompkins Financial (NYSE: TMP) exec exercises 260 SARs, 220 shares withheld

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tompkins Financial Corp executive David Kershaw, SVP and PAO, exercised 260.0000 Stock Appreciation Rights into 260.0000 shares of Common Stock at $76.9000 per share on August 4, 2026. Of these shares, 220.0000 were withheld to cover option cost and tax obligations at $101.5400 per share. He now indirectly holds 1335.4586 shares through a 401(k) and 2719.1885 shares through an ESOP.

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Insider Kershaw David
Role SVP, PAO
Type Security Shares Price Value
Exercise Stock Appreciation Rights (SAR) F2 260 $0.00 $0.00
Exercise Common Stock 260 $76.90 $20K
Tax Withholding Common Stock F1 220 $101.54 $22K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Appreciation Rights (SAR) — 0 shares (Direct); Common Stock — 4,856.515 shares (Direct); Common Stock — 1,335.4586 shares (Indirect, by 401(k)); Common Stock — 2,719.1885 shares (Indirect, by 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.
SARs exercised 260.0000 shares Stock Appreciation Rights converted to Common Stock on August 4, 2026
SAR exercise price $76.9000 per share Exercise or conversion price for the 260.0000 SARs
Shares withheld for option cost and taxes 220.0000 shares Common Stock withheld as a tax-withholding disposition at $101.5400 per share
Tax-withholding price $101.5400 per share Per-share value applied to the 220.0000 withheld shares
Indirect 401(k) holdings 1335.4586 shares Indirect ownership of Common Stock reported as held by 401(k)
Indirect ESOP holdings 2719.1885 shares Indirect ownership of Common Stock reported as held by ESOP
Stock Appreciation Rights (SAR) financial
"Stock Appreciation Rights (SARs) were granted under the Tompkins Financial 2009 Equity Plan."
tax-withholding disposition financial
"Transaction code F is described as a tax-withholding disposition of Common Stock."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
401(k) financial
"Indirect ownership of Common Stock is reported as held by 401(k)."
A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.
ESOP financial
"Additional indirect Common Stock holdings are reported as held by ESOP."
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.
vesting schedule financial
"SARs have a five-year vesting schedule, with 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider stock activity did TMP executive David Kershaw report?

David Kershaw, an SVP at Tompkins Financial, exercised 260.0000 Stock Appreciation Rights into Common Stock on August 4, 2026. Of the resulting shares, 220.0000 were withheld to cover the option cost and related tax obligations, recorded as a tax-withholding disposition.

How many Stock Appreciation Rights did David Kershaw exercise in TMP?

He exercised 260.0000 Stock Appreciation Rights (SARs), each settled in one share of Tompkins Financial Common Stock, at an exercise price of $76.9000 per share. Footnotes state these SARs were granted under the Tompkins Financial Corporation 2009 Equity Plan with a five-year vesting schedule.

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

In connection with the SAR exercise, 220.0000 shares of Common Stock were withheld at $101.5400 per share. A footnote explains these shares were withheld specifically for the option cost and associated tax liabilities rather than as discretionary market sales.

What indirect TMP share holdings does David Kershaw report after these transactions?

After the reported transactions, David Kershaw indirectly holds 1335.4586 shares of Tompkins Financial Common Stock through a 401(k) and 2719.1885 shares through an ESOP. These entries are reported as indirect ownership positions as of August 4, 2026.

Were David Kershaw’s TMP transactions made under a Rule 10b5-1 trading plan?

These transactions are not identified as Rule 10b5-1 plan trades. The report’s Rule 10b5-1 checkbox is not marked, and the accompanying footnotes describe SAR grant and tax-withholding mechanics without referencing any prearranged trading plan.
SEC Form 4
FORM 4UNITED 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*
Kershaw David

(Last)(First)(Middle)
PO 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, PAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/04/2026M260A$76.95,076.515D
Common Stock08/04/2026F220(1)D$101.544,856.515D
Common Stock1,335.4586Iby 401(k)
Common Stock2,719.1885Iby 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights (SAR)$76.908/04/2026M260 (2)11/09/2026Common Stock260$00D
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.
/s/ David. K. Kershaw08/05/2026
** Signature of Reporting PersonDate
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)