Tompkins Financial Corp Reports Material Events

TL;DR

TMP filed an 8-K on Oct 31, reporting a material agreement and asset deal. Details pending.

AI Summary

Tompkins Financial Corporation (TMP) filed an 8-K on November 3, 2025, reporting events as of October 31, 2025. The filing indicates a material definitive agreement, completion of an acquisition or disposition of assets, changes in directors or officers, and other events including Regulation FD disclosures and financial statements. Specific details on the nature of the agreement or acquisition, including parties involved and financial figures, are not provided in this excerpt.

Why It Matters

This 8-K filing signals significant corporate actions by Tompkins Financial Corp, potentially impacting its business structure, financial performance, and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and asset transactions, which inherently carry business and financial risks.

Key Players & Entities

• Tompkins Financial Corporation (company) — Registrant
• 118 E SENECA STREET (address) — Business Address
• ITHACA (city) — Business Address City
• NY (state) — Business Address State
• 14850 (zip_code) — Business Address Zip

FAQ

Key Financial Figures

• $0.10 — ange on which registered Common Stock, $0.10 par value TMP NYSE American, LLC Indi
• $223,000,000 — IA to Gallagher for a purchase price of $223,000,000, subject to customary adjustments for n
• $557,500 — capped under the Purchase Agreement at $557,500, subject to customary exceptions. Addit
• $500,000 — r. Boyce will receive a cash payment of $500,000 in two installments as follows: 2/3 upo
• $74,638 — l receive a discretionary cash bonus of $74,638. Item 7.01 On November 3, 2025, the
• $565.0 million — On November 3, 2025, the Company sold $565.0 million of available-for-sale debt securities w
• $79.5 m — ing in an pre-tax loss of approximately $79.5 million, and reinvested in $565.0 million

Filing Documents

• tmp-20251031.htm (8-K) — 44KB
• a21stockpurchaseagreement.htm (EX-2.1) — 737KB
• pressreleaseoctober.htm (EX-99.1) — 12KB
• proforma.htm (EX-99.2) — 94KB
• image.jpg (GRAPHIC) — 24KB
• 0001005817-25-000043.txt ( ) — 1177KB
• tmp-20251031.xsd (EX-101.SCH) — 2KB
• tmp-20251031_lab.xml (EX-101.LAB) — 22KB
• tmp-20251031_pre.xml (EX-101.PRE) — 13KB
• tmp-20251031_htm.xml (XML) — 3KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. On October 31, 2025, Tompkins Financial Corporation (the "Company"), Tompkins Insurance Agencies, Inc. ("TIA"), a wholly-owned subsidiary of the Company, and Arthur J. Gallagher Risk Management Services, LLC, an affiliate of Arthur J. Gallagher & Co. (collectively, "Gallagher") entered into a definitive stock purchase agreement (the "Purchase Agreement"), pursuant to which the Company sold all of the issued and outstanding shares of capital stock of TIA to Gallagher for a purchase price of $223,000,000, subject to customary adjustments for net working capital, indebtedness, cash and transaction expenses as set forth in the Purchase Agreement (the "Transaction"). TIA, which has been a part of the Company since 2001, operates as an independent insurance broker providing commercial, personal and employee benefits products and services. The Purchase Agreement contains customary representation and warranties regarding the Company and TIA, supported by a "buyer's" representations and warranties insurance policy. Gallagher's recourse against the Company for post-closing indemnification claims is capped under the Purchase Agreement at $557,500, subject to customary exceptions. Additionally, the Company and Gallagher have agreed to certain covenants and agreements in the Purchase Agreement, including, among others, that for a period of five (5) years, subject to certain limited exceptions, the Company and its affiliates will not engage in a business that is competitive with TIA's business. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Purchase Agreement and Transaction is incorporated herein by reference.

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Transaction, as of October 31, 2025, David S. Boyce, President and Chief Executive Officer of TIA, is no longer employed by a subsidiary of the Company. As described further below, the Company amended certain of Mr. Boyce's compensation agreements and entered into new compensatory arrangements with Mr. Boyce. Mr. Boyce is a participant in the Amended and Restated Officer Group Term Replacement Plan, as amended (the "Group Term Plan"), pursuant to which he is eligible for certain life insurance benefits upon death based on his age at termination. Because Mr. Boyce will reach age 59 shortly after the closing of the Transaction, the Company has agreed to amend the Group Term Plan such that Mr. Boyce's benefits under the Group Term Plan will be calculated as if he had reached age 59 as of the closing date of the Transaction, which will entitle his beneficiaries to death benefits equal to 1.6 times his base salary. Mr. Boyce is a party to the Amended and Restated Supplemental Executive Retirement Agreement and the Supplemental Executive Retirement Agreement (the "SERPs"). Pursuant to the terms of the SERPs, the Company has frozen his years of service and earnings for purposes of benefit accrual under the SERPs as of the date of the closing of the Transaction. The Company has agreed to provide TIA employees, including Mr. Boyce, who hold restricted stock awarded under the Tompkins Financial Corporation 2019 Equity Plan with a cash payment equal to the fair market value of the unvested shares that are being forfeited in connection with the Transaction. The fair market value of the shares will be based on the closing price of the Company's common stock immediately prior to the closing date of the Transaction, unless such price is more than 10% higher or lower than the average closing pric

01

Item 7.01 On November 3, 2025, the Company issued a press release announcing the Purchase Agreement and the closing of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this Item 7.01, including Exhibit 99.1, is being furnished and not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended ("Exchange Act"), and shall not be subject to the liabilities under that Section and nor be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events On November 3, 2025, the Company sold $565.0 million of available-for-sale debt securities with an average book yield of 1.56%, resulting in an pre-tax loss of approximately $79.5 million, and reinvested in $565.0 million of debt securities with an estimated average book yield of 4.52%. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this Report that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements may be identified by use of such words as "may", "will", "estimate", "intend", "continue", "believe", "expect", "plan", "commit", or "anticipate", as well as the negative and other variations of these terms, and other similar words. Forward-looking statements are made based on management's expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors relating to the Company's operations and economic environment, all of which are difficult to predict and many of which are beyond the control of the Company, that could cause actual results of the Company to differ materially from those expressed and/or implied by forward-looking statements and historical performance. The following factors, in addition to those listed as Risk Factors in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, are among those that could cause actual results to differ materially from the forward-looking statements and historical performance: changes in general economic, market and regulatory conditions; our ability to attract and retain deposits and other sources of liquidity; gross domestic product growth and inflation trends; the impact of the interest rate and inflationary environment on

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Not applicable. (b) Pro Forma Financial Information. The unaudited pro forma condensed consolidated financial information of the Company giving effect to the Transaction and related notes thereto are attached as Exhibit 99.2 and incorporated herein by reference. (c) Not applicable. (d) Exhibits. The following exhibits are furnished or filed with this report, as applicable: EXHIBIT INDEX Exhibit No. Description 2.1 Stock Purchase Agreement, dated as of October 31, 2025, by and among Tompkins Financial Corporation, Tompkins Insurance Agencies, Inc. and Arthur J. Gallagher Risk Management Services, LLC 99.1 Press Release, dated November 3, 2025 99.2 Unaudited Pro Forma Consolidated Financial Statements 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TOMPKINS FINANCIAL CORPORATION Date: November 3, 2025 /s/ Stephen S. Romaine Stephen S. Romaine President and CEO

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View this 8-K filing on SEC EDGAR