Form 4: Tompkins Financial SVP Exercises SARs, Boosts Stake

Tompkins Financial Corp's SVP and Principal Accounting Officer, David Kershaw, exercised Stock Appreciation Rights and acquired common stock, with some shares withheld for taxes.

Summary

• David Kershaw, SVP and Principal Accounting Officer of Tompkins Financial Corp, reported transactions involving the company's common stock and Stock Appreciation Rights (SARs).
• Kershaw exercised 705 Stock Appreciation Rights (SARs) at an exercise price of $56.29 per share on November 3, 2025.
• As a result of the SAR exercise, 705 shares of Common Stock were acquired directly.
• Concurrently, 646 shares of Common Stock were disposed of (withheld) at a price of $64.88 per share to cover option costs and taxes.
• Following these transactions, Kershaw's direct beneficial ownership of Common Stock stands at 4,386.251 shares.
• Indirect beneficial ownership includes 1,310.2508 shares held in a 401(k) plan and 2,668.0217 shares held in an ESOP.
• No derivative securities (SARs) are beneficially owned directly after the reported transaction.

Sentiment

Score: 6

Explanation: The exercise of Stock Appreciation Rights by a senior executive and the resulting increase in direct beneficial ownership of common stock is generally viewed as a slightly positive signal of management's confidence in the company, despite shares being withheld for taxes.

Positives

• SVP and Principal Accounting Officer David Kershaw increased his direct beneficial ownership of Common Stock by exercising Stock Appreciation Rights, which can be seen as a positive signal of management confidence.
• The exercise of SARs indicates a realization of value from previously granted equity incentives, aligning executive interests with shareholder value.

Negatives

• 646 shares of Common Stock were withheld to cover option costs and taxes, reducing the net number of shares directly acquired by the executive.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders may view the increase in direct insider ownership as a positive indicator of management's alignment with shareholder interests.
• Employees participating in the 401(k) and ESOP plans are unaffected by these specific direct transactions, but the overall equity compensation structure remains in place.

Next Steps

• The remaining unexercised Stock Appreciation Rights will continue to vest according to a seven-year schedule (0% in year one, 17% in years two through six, and 15% in year seven) and will expire ten years from their respective grant dates.

Key Dates

Recommendation

The filing details a routine exercise of Stock Appreciation Rights and subsequent tax withholding by a senior executive. While it indicates management's realization of value from prior compensation, it does not present new fundamental information about the company's operational performance or strategic direction that would warrant a change in investment recommendation. It's an expected event within executive compensation.

Keywords

Tompkins Financial, TMP, Form 4, Insider Transaction, Stock Appreciation Rights, SARs, Equity Plan, David Kershaw, Executive Compensation