TOMPKINS FINANCIAL CORP — Director's Dealing 2021

May 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2021-05-25

Reporting Person: FETSKO FRANCIS M (EVP, COO, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-25	Common Stock	M	459	$40.60	Acquired	23510	Direct
2021-05-25	Common Stock	F	342	$81.52	Disposed	23168	Direct
2021-05-25	Common Stock	M	2953	$49.22	Acquired	26121	Direct
2021-05-25	Common Stock	F	2356	$81.52	Disposed	23765	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-25	Stock Appreciation Rights (SAR)	$40.60	M	459	Disposed	2023-05-03	Common Stock (459)	Direct
2021-05-25	Stock Appreciation Rights (SAR)	$49.22	M	2953	Disposed	2024-11-21	Common Stock (2953)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4454.903	Indirect
Common Stock	5204.217	Indirect

Footnotes

F1: Represents a deemed disposition of shares to the issuer to satisfy the exercise price of the SARs.

F2: Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. SARs have a seven year vesting schedule with 0% vesting in year one, 17% vesting in years two through six, and 15% vesting in year seven. When exercised, the SARs will be settled in Common Stock of the Company. The grant will expire ten years from the date of the grant.