TMP director granted 151.084 deferred phantom shares at $65.5264

Rhea-AI Filing Summary

Janet M. Coletti, a director of Tompkins Financial Corporation (TMP), received deferred compensation in the form of 151.084 phantom shares on 10/03/2025. Each phantom share is economically equivalent to one share of common stock and is held in a rabbi trust pending distribution under the Amended and Restated Retainer Plan for Eligible Directors. The filing shows an implied per-share value of $65.5264 for the phantom stock and reports 684.48 common shares beneficially owned by the reporting person after the transaction. The reporting person has no voting or investment power over these phantom shares prior to distribution.

Positive

• Director compensation tied to company performance via 151.084 phantom shares aligns interests with shareholders
• No immediate dilution or voting change because phantom shares are held in a rabbi trust and confer no voting or investment power before distribution

Negative

• Deferred liability from phantom shares may increase future compensation expense recorded by the company
• Unclear distribution timing for the phantom shares, leaving timing-related dilution or cash/settlement impacts unspecified

Insights

Corporate Governance Analyst

Director received deferred compensation of 151.084 phantom shares.

Deferred equity for directors aligns long-term interests with shareholders by providing compensation tied to the companys share value without immediate voting rights. The phantom shares are held in a rabbi trust and are the economic equivalent of common stock, which preserves the compensations link to equity performance while delaying transfer.

Key dependencies include the plans distribution conditions and the trust mechanics; stakeholders should note the filing date 10/03/2025 and the reported per-share value of $65.5264. Monitor plan vesting triggers and any future distributions for timing and potential dilution effects within the next 1-3 years.

Compensation & Accounting Specialist

Phantom stock creates a deferred compensation liability rather than immediate share issuance.

Phantom stock gives the holder economic exposure without granting shares or voting power until distribution, so the company records a liability or equity-based compensation expense per its accounting policy. The filings note that the reporting person lacks voting or investment power confirms the arrangement is a deferred-pay mechanism, not an open-market transaction.

Watch for disclosures in upcoming periodic reports that quantify the plans aggregate liability and expense recognition; view the 10/03/2025 grant as a near-term item to appear in the next Form 10-Q or annual proxy compensation tables.

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^*

Coletti Janet M.

(Last) (First) (Middle)

PO BOX 460

118 E. SENECA ST.

(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)
10/03/2025

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

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)	10/03/2025		A		151.084(1)		(1)	(1)	Common Stock	151.084	$65.5264	684.48	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/ Janet M. Coletti	10/03/2025
	** 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.

FAQ

What did Tompkins Financial (TMP) report on the Form 4 filed by Janet M. Coletti?

The Form 4 reports that director Janet M. Coletti was granted 151.084 phantom shares on 10/03/2025, valued at $65.5264 per share, and now beneficially owns 684.48 common shares.

What are phantom shares reported in the TMP Form 4?

Each phantom share is the economic equivalent of one common share held as deferred compensation in a rabbi trust; the reporting person has no voting or investment power prior to distribution.

Does the grant on the Form 4 cause immediate dilution for TMP shareholders?

No immediate dilution is indicated because the phantom shares are deferred and held in a trust; actual share issuance or settlement timing is not specified in the filing.

Will this Form 4 affect Tompkins Financials financial statements?

The phantom shares represent deferred compensation that typically creates a liability or expense on the company's books; the filing itself does not state the aggregate accounting impact.

How many common shares does Janet M. Coletti beneficially own after this transaction?

The Form 4 reports 684.48 common shares beneficially owned following the reported transaction.