TMP director awarded 469.795 phantom units; ownership rises to 11,209.778

Rhea-AI Filing Summary

Tompkins Financial Corporation (TMP) reported that director Daniel J. Fessenden was awarded 469.795 units of phantom stock on 10/03/2025. Each phantom share is the economic equivalent of one common share and the award was recorded at a price of $65.5264 per share, increasing the reporting person’s beneficial ownership to 11,209.778 shares of common stock.

The phantom shares are deferred compensation held in a rabbi trust and will be distributed only upon the occurrence of specified events in the Amended and Restated Retainer Plan for Eligible Directors; the reporting person has no voting or investment power over these units prior to distribution.

Positive

• Deferred equity alignment: Award of 469.795 phantom shares aligns director compensation with shareholder economic outcomes
• Increased reported stake: Beneficial ownership rose to 11,209.778 common shares, increasing reported insider stake

Negative

• No current voting power: Phantom shares are held in a rabbi trust and the reporting person has no voting or investment power before distribution
• Deferred timing uncertainty: Distribution occurs only upon plan-specified events, with no distribution date disclosed

Insights

Corporate Governance Expert

Director received deferred-equity units that increase reported beneficial ownership but carry no current voting rights.

Phantom stock units function as deferred compensation that mirror common shares economically; the award of 469.795 units increases reported beneficial ownership to 11,209.778 shares and is recorded at $65.5264 per unit. These units are held in a rabbi trust and are not exercisable for voting or investment control prior to plan-specified distribution events.

The main dependency is the plan's distribution conditions: monitor the plan-defined triggering events and any future filings that show conversion or payment timing. Near-term investor-relevant items to watch include subsequent Section 16 filings that report distribution or change in voting status.

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^*

Fessenden Daniel J.

(Last) (First) (Middle)

C/O TOMPKINS FINANCIAL CORPORATION

P.O. 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)

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		469.795(1)		(1)	(1)	Common Stock	469.795	$65.5264	11,209.778	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/Daniel J. Fessenden	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 10/03/2025?

A director was awarded 469.795 phantom stock units on 10/03/2025, recorded at $65.5264 per unit.

How many shares does the reporting person beneficially own after the transaction for TMP?

The reporting person’s beneficial ownership increased to 11,209.778 shares of common stock following the reported transaction.

Are the phantom shares immediately tradable or votable?

No. The phantom shares are deferred compensation held in a rabbi trust and the reporting person has no voting or investment power prior to distribution.

What is the economic value recorded for each phantom share?

Each phantom share was recorded at $65.5264 per share.

What triggers distribution of the phantom shares?

Distribution occurs upon occurrence of events specified in the Amended and Restated Retainer Plan for Eligible Directors; the filing does not list the specific triggering events or dates.