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Tompkins Financial SVP exercises 705 shares; 646 withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tompkins Financial (TMP) insider filing shows the SVP, PAO executed stock appreciation rights on 11/03/2025, acquiring 705 shares at $56.29 and covering costs and taxes with 646 shares at $64.88.

Following these transactions, the officer holds 4,386.251 shares directly, plus 1,310.2508 shares via a 401(k) and 2,668.0217 shares via an ESOP. The related SAR grant now shows 0 remaining after exercise.

Positive

  • None.

Negative

  • None.
Insider Kershaw David
Role SVP, PAO
Type Security Shares Price Value
Exercise Stock Appreciation Rights (SAR) 705 $0.00 $0.00
Exercise Common Stock 705 $56.29 $40K
Exercise Price or Tax Liability Common Stock 646 $64.88 $42K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Appreciation Rights (SAR) — 0 shares (Direct); Common Stock — 4,386.251 shares (Direct); Common Stock — 1,310.2508 shares (Indirect, by 401(k)); Common Stock — 2,668.0217 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 seven year vesting schedule with 0% vesting in year one, 17% vesting in years two through six, and 15% vesting in year seven. 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did TMP's SVP report on Form 4?
The SVP, PAO exercised stock appreciation rights for 705 shares at $56.29 and had 646 shares withheld at $64.88 for costs and taxes on 11/03/2025.

How many TMP shares does the insider own after the transactions?
Direct ownership is 4,386.251 shares, plus 1,310.2508 via a 401(k) and 2,668.0217 via an ESOP.

What derivative security was involved in the TMP filing?
The filing involved Stock Appreciation Rights (SAR) with an exercise price of $56.29, resulting in delivery of 705 common shares.

Were any shares sold by the insider in the open market?
The filing shows 646 shares coded F, indicating shares were withheld to cover costs and taxes, not an open-market sale.

What is the vesting and term detail mentioned for the SARs?
SARs vest over seven years (0% year one; 17% in years two–six; 15% in year seven) and expire 10 years from grant.

What is the insider’s role at Tompkins Financial (TMP)?
The reporting person is an Officer, serving as SVP, PAO.
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)
11/03/2025
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
Common Stock 11/03/2025 M 705 A $56.29 5,032.251 D
Common Stock 11/03/2025 F 646(1) D $64.88 4,386.251 D
Common Stock 1,310.2508 I by 401(k)
Common Stock 2,668.0217 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
Stock Appreciation Rights (SAR) $56.29 11/03/2025 M 705 (2) 11/04/2025 Common Stock 705 $0 0 D
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 seven year vesting schedule with 0% vesting in year one, 17% vesting in years two through six, and 15% vesting in year seven. 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. Kershaw 11/04/2025
** 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.

Source: View Original Filing on SEC EDGAR