[Form 4] Tompkins Financial Corporation Insider Trading Activity

Rhea-AI Filing Summary

First Trust Portfolios L.P., First Trust Advisors L.P. and their parent, The Charger Corporation, jointly filed Amendment No. 31 to Schedule 13G for FT Vest U.S. Equity Deep Buffer ETF – May (CUSIP 33740F730) as of 30 June 2025. The filing discloses beneficial ownership of 2,547,803 shares, representing 38.31 % of the ETF’s outstanding units. All ownership is reported as shared; the group states it has no sole voting or dispositive power over the shares. The units are primarily held in unit investment trusts (UITs) sponsored by First Trust Portfolios, with oversight by First Trust Advisors. Voting rights are exercised by the UIT trustee to mirror broader shareholder voting patterns, and the filers expressly disclaim beneficial ownership beyond their administrative role. The Schedule was filed pursuant to Rule 13d-1(b), indicating passive intent and ordinary-course acquisition. Certifications affirm that the securities are not held to influence control of the issuer. James M. Dykas, CFO, signed on behalf of all three entities on 7 July 2025.

• Stake size: 2.55 million shares (38.31 %).
• Filing entities: First Trust Portfolios L.P. (broker-dealer), First Trust Advisors L.P. (investment adviser), The Charger Corporation (holding company).
• Voting/Disposition: 0 sole; 2.55 million shared.
• Purpose: Passive ownership via UITs; no intent to influence control.

Positive

• None.

Negative

• 38.31 % of the ETF’s float is held by a single affiliated group, which could create liquidity pressure if UIT redemptions accelerate despite the filers’ passive stance.

Insights

Securities Analyst

TL;DR — 38% passive stake disclosed; no control intent; limited market impact.

This 13G merely formalises First Trust’s passive, UIT-linked ownership of the ETF. Although 38.31 % is sizeable, the group lacks voting power and disclaims control, mitigating takeover concerns. Because the shares reside in index-like UITs, buying or selling flows are driven by retail demand for those trusts, not by tactical portfolio moves. Liquidity for the ETF may benefit from steady UIT accumulation, but a reversal in UIT demand could create redemption pressure. Overall, the disclosure is routine and unlikely to alter the ETF’s risk profile or First Trust’s fundamentals.

Corporate Governance Expert

TL;DR — High concentration flagged; governance risk minimal given trustee voting.

Concentration above 25 % usually raises governance red flags, yet First Trust structures shield it from direct voting influence: trustees vote in proportion to all shareholders. This design satisfies §12d1-4 conditions and reduces conflict-of-interest exposure. Investors should nonetheless monitor aggregate UIT holdings; if UIT redemptions spike, the ETF could face short-term liquidity stress. No immediate governance action is required, so market impact remains neutral.

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 NY 14850

(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)
07/02/2025

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)	07/02/2025		A		314.187(1)		01/01/2041	01/01/2047	Common Stock	314.187	$65.6456	1,246.735	D
Phantom Stock	(1)	07/02/2025		A		132.149(1)		01/01/2041	01/01/2047	Common Stock	132.149	$65.6456	1,378.884	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	07/03/2025
	** 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

Who filed the Schedule 13G for FT Vest U.S. Equity Deep Buffer ETF?

It was jointly filed by First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation.

How many shares does First Trust report owning?

The group reports beneficial ownership of 2,547,803 shares.

What percentage of the ETF’s outstanding shares does this represent?

The filing states 38.31 % of the class.

Does First Trust have sole voting power over these shares?

No. The filing shows 0 shares with sole voting power; all voting power is shared and exercised by UIT trustees.

Why is the filing classified under Rule 13d-1(b)?

Rule 13d-1(b) applies to passive institutional investors; the filers certify the shares were acquired in the ordinary course, not to influence control.

When was the certification signed?

James M. Dykas, CFO, signed the certification on 07 July 2025.