Tompkins (TMP) Form 4: tax-withholding at $66.68; 4,193.251 direct

Tompkins Financial (TMP) reported an officer transaction on 11/09/2025.

Rhea-AI Filing Summary

Tompkins Financial (TMP) reported an officer transaction on 11/09/2025. The SVP, PAO settled taxes due at vesting by surrendering shares to the issuer (code F), with dispositions of 50, 38, 41, and 64 shares at $66.68 per share. Following these transactions, the officer held 4,193.251 shares directly.

Indirect holdings were 1,322.5023 shares by 401(k) and 2,692.8968 shares by ESOP. The filing characterizes the transactions as a deemed disposition to cover withholding upon restricted stock vesting.

Insider Trade Summary

Exercise Price or Tax Liability: 193 shares

Exercise Price or Tax Liability 6 txns

Insider Kershaw David

Role SVP, PAO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	50	$66.68	$3K
Exercise Price or Tax Liability	Common Stock	38	$66.68	$3K
Exercise Price or Tax Liability	Common Stock	41	$66.68	$3K
Exercise Price or Tax Liability	Common Stock	64	$66.68	$4K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 4,193.251 shares (Direct); Common Stock — 1,322.5023 shares (Indirect, by 401(k)); Common Stock — 2,692.8968 shares (Indirect, by ESOP)

Footnotes (1)

1. F1. Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TMP disclose in this Form 4?

An officer reported tax-withholding share dispositions (code F) on 11/09/2025 tied to restricted stock vesting.

What were the transaction details and price?

Dispositions of 50, 38, 41, and 64 shares at $66.68 per share, classified as F (withholding).

How many shares does the officer hold after the transactions?

Direct holdings are 4,193.251 shares.

Are there indirect holdings reported?

Yes. 1,322.5023 shares by 401(k) and 2,692.8968 shares by ESOP.

Who is the reporting person and role at TMP?

A company officer listed as SVP, PAO reported the transactions.

What does transaction code F mean?

It indicates a deemed disposition of shares to the issuer to pay taxes upon vesting of restricted stock.

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

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Accepted by SEC EDGAR 11/12/2025 - 09:43 AM EST 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^*

Kershaw David

(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)
	SVP, PAO

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2025

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	11/09/2025		F		50(1)	D	$66.68	4,336.251	D
Common Stock	11/09/2025		F		38(1)	D	$66.68	4,298.251	D
Common Stock	11/09/2025		F		41(1)	D	$66.68	4,257.251	D
Common Stock	11/09/2025		F		64(1)	D	$66.68	4,193.251	D
Common Stock								1,322.5023	I	by 401(k)
Common Stock								2,692.8968	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

Explanation of Responses:

1. Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock.

	/s/ David. K. Kershaw	11/10/2025
	** 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.