Tompkins Financial (TMP) director discloses deferred phantom stock grants

Rhea-AI Filing Summary

Tompkins Financial Corp director reports phantom stock awards

A director of Tompkins Financial Corp (TMP) reported new deferred compensation awards in the form of phantom stock. On 01/05/2026, the director acquired 176.589 phantom stock units and a further 123.613 phantom stock 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 owned 2,029.916 derivative securities in the form of phantom stock held directly.

The phantom stock represents deferred stock compensation under the company’s Amended and Restated Retainer Plan for Eligible Directors and is held in a rabbi trust until certain events specified in the plan occur. The director does not have voting or investment power over the corresponding common 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

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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^*

Davidson Heidi M

(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)	01/05/2026		A		176.589(1)		01/01/2041	01/01/2047	Common Stock	176.589	$72.2014	1,906.303	D
Phantom Stock	(1)	01/05/2026		A		123.613(1)		01/01/2041	01/01/2047	Common Stock	123.613	$72.2014	2,029.916	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/ Heidi M. Davidson	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 Corp (TMP) disclose?

A director of Tompkins Financial Corp reported acquisitions of phantom stock units as deferred compensation on 01/05/2026.

How many phantom stock units did the TMP director acquire on 01/05/2026?

The director acquired 176.589 phantom stock units and 123.613 phantom stock units, each economically equivalent to one share of common stock.

What is the economic value reference for the TMP phantom stock awards?

Each phantom stock unit is economically equivalent to one share of Tompkins Financial common stock, with a stated reference price of $72.2014 per unit.

How many derivative securities does the TMP director own after these transactions?

After the reported transactions, the director beneficially owned 2,029.916 derivative securities in the form of phantom stock, held directly.

What plan governs the TMP phantom stock awards to the director?

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.

Does the TMP director have voting or investment power over the phantom stock?

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