Tompkins director receives phantom stock awards

Davidson Heidi M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Davidson Heidi M reported acquisition or exercise transactions in this Form 4 filing.

Tompkins Financial Corp director Heidi M. Davidson received two grants of phantom stock as deferred compensation. On July 1, 2026, she was awarded 200.506 and 92.162 phantom stock units at a reference price of $96.84 per unit, for a total of 292.668 units. Each phantom stock unit is the economic equivalent of one share of common stock and is issued under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries. These units are held in a rabbi trust and will be distributed only upon certain events specified in the plan; Davidson has no voting or investment power over the underlying shares before distribution. Following these awards, her reported phantom stock balance is 2,610.164 units.

Insider Trade Summary

Grant/Award: 292.668 shares

Grant/Award 2 txns

Insider Davidson Heidi M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	92.162	$96.84	$9K
Grant/Award	Phantom Stock	200.506	$96.84	$19K

Holdings After Transaction: Phantom Stock — 5,128.166 contracts (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Phantom stock grant 1: 200.506 units Phantom stock grant 2: 92.162 units Total phantom units granted: 292.668 units +4 more

7 metrics

Phantom stock grant 1 200.506 units Grant on July 1, 2026

Phantom stock grant 2 92.162 units Grant on July 1, 2026

Total phantom units granted 292.668 units Sum of July 1, 2026 awards

Reference price per unit $96.84 per unit Both July 1, 2026 phantom stock grants

Phantom units after second grant 2,610.164 units Total phantom stock following transactions

Exercise date January 1, 2041 Phantom stock derivatives

Expiration date January 1, 2047 Phantom stock derivatives

Key Terms

Phantom Stock, deferred stock compensation, rabbi trust, Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries

4 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

deferred stock compensation financial

"Phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors"

rabbi trust financial

"These shares are held in a rabbi trust pending distribution upon the occurrence of certain events"

A rabbi trust is a special account a company sets up to hold promised future pay for executives, like bonus or retirement money, so those employees can see there are funds earmarked for them. It matters to investors because it signals the company’s commitment to keep key people, but the money is still part of the company’s assets and can be claimed by creditors if the company goes bankrupt—think of it as a labeled jar that isn’t completely off-limits.

Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries financial

"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."

FAQ

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

What insider transaction did Heidi M. Davidson report for Tompkins Financial (TMP)?

Heidi M. Davidson reported receiving grants of phantom stock units as deferred director compensation. On July 1, 2026 she was awarded 200.506 and 92.162 phantom stock units, which are economically equivalent to Tompkins Financial common shares but held in a rabbi trust.

How many phantom stock units were granted to the Tompkins Financial (TMP) director?

The director received a total of 292.668 phantom stock units, consisting of separate awards of 200.506 and 92.162 units. After these acquisitions, her reported phantom stock balance increased to 2,610.164 units, reflecting her accumulated deferred compensation position tied to Tompkins common stock.

What is phantom stock in the Tompkins Financial (TMP) director plan?

In this context, phantom stock is deferred stock compensation whose value mirrors one share of Tompkins common stock. Each phantom stock unit is the economic equivalent of one share and is granted under the Amended and Restated Retainer Plan for Eligible Directors and its subsidiaries.

Does the Tompkins Financial (TMP) director control the phantom stock before distribution?

The filing states the director has no voting or investment power over the shares linked to the phantom stock before distribution. The units are held in a rabbi trust and will only be distributed upon certain events specified in the director retainer plan.

How is the Tompkins Financial (TMP) phantom stock grant priced?

The phantom stock grants reference a price of $96.84 per unit on the grant date. This reference price is used to value the deferred compensation awards, and each phantom stock unit remains economically equivalent to one share of Tompkins Financial common stock under the plan.

Are the Tompkins Financial (TMP) phantom stock awards market purchases or sales?

No, the awards are coded as acquisitions under a grant or award, not market purchases or sales. They represent deferred director compensation granted by Tompkins Financial, rather than open-market transactions in the company’s common stock.

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

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Accepted by SEC EDGAR 07/02/2026 - 01:01 PM 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^*

Davidson Heidi M

(Last) (First) (Middle)

118 E. SENECA ST

PO BOX 460

(Street)

ITHACA NEW YORK 14850

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	07/01/2026		A		92.162(1)		01/01/2041	01/01/2047	Common Stock	92.162	$96.84	2,610.164	D
Phantom Stock	(1)	07/01/2026		A		200.506(1)		01/01/2041	01/01/2047	Common Stock	200.506	$96.84	2,518.002	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	07/02/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)