Form 4: Tompkins Financial Officer Reports Future Tax-Related Share Disposition

Tompkins Financial SVP Charles J. Guarino reported a scheduled deemed disposition of 234 common shares for tax obligations upon restricted stock vesting on November 9, 2025.

Summary

• Charles J. Guarino, SVP Chief Bank Operations Officer of Tompkins Financial Corp, reported a planned change in beneficial ownership.
• On November 9, 2025, Guarino is scheduled to engage in a deemed disposition of 234 shares of Common Stock.
• These shares will be disposed of to the issuer at a price of $66.68 per share to cover tax obligations upon the vesting of restricted stock.
• Following this transaction, Guarino will directly own 2,914 shares of Common Stock.
• Guarino also indirectly owns 1,207.6827 shares through a 401(k) plan and 413.6008 shares through an ESOP.
• The transaction is made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. While direct ownership decreased, it is for a non-discretionary tax obligation, and significant indirect holdings remain. The use of a 10b5-1 plan adds transparency to the planned future transaction.

Positives

• The transaction is a deemed disposition for tax purposes, not a discretionary sale, indicating a non-negative reason for the share reduction.
• The transaction is executed under a Rule 10b5-1(c) plan, suggesting pre-planned compliance and reducing concerns about opportunistic trading.
• Charles J. Guarino retains significant direct and indirect beneficial ownership in Tompkins Financial Corp.

Negatives

• A reduction in direct share ownership, even for tax purposes, decreases the insider's direct stake in the company.

Future Outlook

This Form 4 does not contain forward-looking statements or guidance beyond the scheduled transaction date.

Industry Context

This is a routine insider transaction filing (Form 4) and does not provide broader industry context. It reflects an individual executive's compensation and tax planning rather than a strategic industry move.

Comparison to Industry Standards

• This filing is a standard insider transaction report. The transaction itself (shares withheld for tax upon vesting of restricted stock) is a common practice for executives receiving equity compensation across industries.

Related Party Transactions

• The transaction involves a deemed disposition of shares from an officer (Charles J. Guarino) to the issuer (Tompkins Financial Corp) to cover tax liabilities, which is a standard related-party transaction in the context of executive compensation.

Stakeholder Impact

• Shareholders: Minor dilution from the shares being withheld by the company (if they are treasury shares or re-issued), but primarily a routine compensation event. No significant impact on company valuation or operations.
• Employees: No direct impact beyond the reporting person.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary disposition of shares by an executive to cover tax liabilities associated with restricted stock vesting, scheduled for a future date. Such transactions are common and do not typically signal a change in the company's fundamentals or the executive's confidence. The executive retains substantial direct and indirect ownership. Therefore, the filing itself does not provide a basis for a change in investment recommendation; a 'hold' stance is appropriate, pending further fundamental analysis.

Keywords

Tompkins Financial Corp, TMP, Form 4, Insider Transaction, Beneficial Ownership, Restricted Stock, Tax Withholding, Charles J. Guarino, Rule 10b5-1