TMP insider Form 4 shows tax-withholding sale of 105 shares

Rhea-AI Filing Summary

Tompkins Financial (TMP) reported an insider Form 4 for an officer (EVP, President TCB CNY). On 11/09/2025, the reporting person had a Code F transaction, disposing of 105 shares of common stock at $66.68, a deemed sale to the issuer to cover taxes upon vesting of restricted stock.

Following the transaction, the filer beneficially owned 1,970.556 common shares directly and 40.981 shares indirectly via ESOP. The filer also holds 1,389.416 phantom stock units, each economically equivalent to one common share, held in a rabbi trust pending distribution under the company’s plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Anderson Johanna B

Role EVP, President TCB CNY

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	105	$66.68	$7K
holding	Phantom Stock	--	--	--
holding	Common Stock - 401k/esop	--	--	--

Holdings After Transaction: Common Stock — 1,970.556 shares (Direct); Phantom Stock — 1,389.416 shares (Direct); Common Stock - 401k/esop — 40.981 shares (Indirect, by ESOP)

Footnotes (1)

1. Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Anderson Johanna B

(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)
	EVP, President TCB CNY

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2025

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	11/09/2025		F		105(1)	D	$66.68	1,970.556	D
Common Stock - 401k/esop								40.981	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
Phantom Stock	(2)							(2)	(2)	Common Stock	1,389.416		1,389.416	D

Explanation of Responses:

1. Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock.

2. 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/ Johanna B. Anderson	11/10/2025
	** 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 TMP’s insider report on the Form 4?

A Code F disposition of 105 shares of common stock at $66.68 on 11/09/2025 to cover taxes upon vesting of restricted stock.

How many TMP shares does the insider own after the transaction?

Direct beneficial ownership is 1,970.556 shares; indirect ownership via ESOP is 40.981 shares.

What is the significance of Code F in the filing?

Code F indicates a deemed disposition to the issuer to pay tax withholding obligations upon vesting of restricted stock.

What phantom stock does the insider hold at TMP?

The insider holds 1,389.416 phantom stock units, each equal in value to one common share, held in a rabbi trust pending distribution under the plan.

What role does the reporting person hold at TMP?

The filer is an officer: EVP, President TCB CNY.

Is the ESOP ownership direct or indirect?

The 40.981 shares held via ESOP are reported as indirect beneficial ownership.