{"url_path":"/sec/tmp/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits and Financial Statement Schedules","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-02-26","source_url":"https://www.sec.gov/Archives/edgar/data/1005817/0001005817-26-000027-index.html","accession_number":"0001005817-26-000027","cik":"0001005817","ticker":"TMP","issuer_name":"TOMPKINS FINANCIAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1005817/0001005817-26-000027-index.html","primary_entity_key":"0001005817","primary_entity_name":"TOMPKINS FINANCIAL CORP"},"word_count":2353,"has_tables":true,"body_markdown":"Item 15. Exhibits and Financial Statement Schedules\n\n(a)(1)The following financial statements and Reports of KPMG LLP are included in this Annual Report on Form 10-K:\n\nReports of KPMG LLP, Independent Registered Public Accounting Firm on Consolidated Financial Statements and Internal Control over Financial Reporting\n\nConsolidated Statements of Condition as of December 31, 2025 and 2024\n\nConsolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023\n\nConsolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023\n\nConsolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023\n\nConsolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024, and 2023\n\nNotes to Consolidated Financial Statements\n\n(a)(2)List of Financial Statement Schedules\n\nNot Applicable.\n\n127\n\n[Table of Contents](#i02a691969dd8487e9cf0e5fe6bed79ba_7)[    ](#i02a691969dd8487e9cf0e5fe6bed79ba_7)\n\n \n\n(a)(3)\nExhibits\n\nThe following exhibits are filed as a part of this report:\n\nItem No.Description\n\n2.1\n[Stock Purchase Agreement, dated as of October 31, 2025, by and among the Company, Tompkins Insurance Agencies, Inc. and Arthur J. Gallagher Risk Management Services, LLC, incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the SEC on November 3, 2025.](https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/a21stockpurchaseagreement.htm)\n\n3.1\n[Amended and Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3(i) to the Company’s Form 10-Q, filed with the SEC on August 11, 2008.](https://www.sec.gov/Archives/edgar/data/1005817/000101905608001017/ex3_i.htm)\n\n3.2\n[Second Amended and Restated Bylaws of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 31, 2011.](https://www.sec.gov/Archives/edgar/data/1005817/000101905611000117/ex3_1.htm)\n\n4.1Form of Specimen Common Stock Certificate of the Company, incorporated herein by reference to Exhibit 4 to the Company’s Registration Statement on Form 8-A (No. 0-27514), filed with the SEC on December 29, 1995.\n\n4.2\n[Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, incorporated herein by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K, filed with the SEC on March 2, 2020.](https://www.sec.gov/Archives/edgar/data/1005817/000100581720000005/exhibit42-12312019.htm)\n\n10.1*\n[Amended and Restated Supplemental Executive Retirement Agreement, dated November 9, 2016, between Tompkins Financial Corporation and Stephen S. Romaine, incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2016.](https://www.sec.gov/Archives/edgar/data/1005817/000138713116007800/ex10-3.htm)\n\n10.2*\n[Amended and Restated Supplemental Executive Retirement Agreement, dated November 9, 2016, between Tompkins Financial Corporation and Francis M. Fetsko, incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2016.](https://www.sec.gov/Archives/edgar/data/1005817/000138713116007800/ex10-5.htm)\n\n10.3*\n[Amended and Restated Supplemental Executive Retirement Agreement, dated November 9, 2016, between Tompkins Financial Corporation and David S. Boyce, incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2016.](https://www.sec.gov/Archives/edgar/data/1005817/000138713116007800/ex10-4.htm)\n\n10.4*\n[Form of Officer Group Term Life Replacement Plan (the \"Plan\") among Tompkins Trust Company and the Participants in the Plan, incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2006.](https://www.sec.gov/Archives/edgar/data/1005817/000101905606000281/ex10_20.htm)\n\n10.5*\n[Tompkins Trustco, Inc. Officer Group Term Life Replacement Plan, as amended on June 26, 2006, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 9, 2006.](https://www.sec.gov/Archives/edgar/data/1005817/000101905606000817/ex10_2.txt)\n\n10.6*\n[Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and Its Wholly-owned Subsidiaries, incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2009.](https://www.sec.gov/Archives/edgar/data/1005817/000101905609000317/ex10_2.htm)\n\n10.7*\n[2009 Equity Plan, incorporated herein by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 (No. 333-160738), filed with the SEC on July 22, 2009.](https://www.sec.gov/Archives/edgar/data/1005817/000101905609000732/ex_99.htm)\n\n10.8*\n[Form of Award Agreement under 2009 Equity Plan (Restricted Stock), incorporated herein by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2016.](https://www.sec.gov/Archives/edgar/data/1005817/000138713116007800/ex10-11.htm)\n\n10.9*\n[Form of Award Agreement under 2009 Equity Plan (Stock-Settled Stock Appreciation Right), incorporated herein by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2016.](https://www.sec.gov/Archives/edgar/data/1005817/000138713116007800/ex10-12.htm)\n\n128\n\n[Table of Contents](#i02a691969dd8487e9cf0e5fe6bed79ba_7)[    ](#i02a691969dd8487e9cf0e5fe6bed79ba_7)\n\n10.10*\n[Form of Supplemental Executive Retirement Agreement, dated November 9, 2016, between Tompkins Financial Corporation and each of Stephen S. Romaine, David S. Boyce, and Francis M. Fetsko, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2016.](https://www.sec.gov/Archives/edgar/data/1005817/000138713116007800/ex10-1.htm)\n\n10.11*\n[Form of Supplemental Executive Retirement Agreement, dated November 9, 2016, between Tompkins Financial Corporation and each of Alyssa Hochberg Fontaine, Scott L. Gruber, Gregory J. Hartz, Gerald J. Klein, Jr., and John M. McKenna, incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2016.](https://www.sec.gov/Archives/edgar/data/1005817/000138713116007800/ex10-2.htm)\n\n10.12*\n[Amended and Restated Supplemental Executive Retirement Agreement, dated November 9, 2016, between Tompkins Financial Corporation and Alyssa Hochberg Fontaine, incorporated herein by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2016.](https://www.sec.gov/Archives/edgar/data/1005817/000138713116007800/ex10-8.htm)\n\n10.13*\n[Amended and Restated Supplemental Executive Retirement Agreement, dated November 9, 2016, between Tompkins Financial Corporation and John M. McKenna, incorporated herein by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2016.](https://www.sec.gov/Archives/edgar/data/1005817/000138713116007800/ex10-10.htm)\n\n10.14*\n[Amendment No. 1 to Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and Its Wholly-owned Subsidiaries, dated January 1, 2018, incorporated herein by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K, filed with the SEC on March 1, 2018.](https://www.sec.gov/Archives/edgar/data/1005817/000100581718000002/exhibit1025.htm)\n\n10.15*\n[Amendment No. 1 to the 2009 Equity Plan, incorporated herein by reference to Appendix A to the Company's Proxy Statement for the 2016 Annual Meeting of Shareholders, filed with the SEC on April 1, 2016.](https://www.sec.gov/Archives/edgar/data/1005817/000138713116004856/tmp-def14a_050916.htm)\n\n10.16*\n[Form of Performance Share Award Agreement under Tompkins Financial Corporation 2019 Equity Plan, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2019.](https://www.sec.gov/Archives/edgar/data/1005817/000100581719000009/tmp2019-09x30ex101.htm)\n\n10.17*\n[Form of Award Agreement (Time-Based Restricted Stock) under Tompkins Financial Corporation 2019 Equity Plan, incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2019.](https://www.sec.gov/Archives/edgar/data/1005817/000100581719000009/tmp2019-09x30ex102.htm)\n\n10.18*\n[Amendment No. 1 to Supplemental Executive Retirement Agreement by and between the Company and Stephen S. Romaine, effective November 12, 2019, incorporated herein by reference to Exhibit 10.3 to the Company' s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2019.](https://www.sec.gov/Archives/edgar/data/1005817/000100581719000009/tmp2019-09x30ex103.htm)\n\n10.19*\n[Amendment to the TFC Officer Group Term Replacement Plan by and between the Company and Stephen S. Romaine, dated as of February 28, 2020, incorporated herein by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K, filed with the SEC on March 2, 2020.](https://www.sec.gov/Archives/edgar/data/1005817/000100581720000005/exhibit1031-12312019.htm)\n\n10.20*\n[Amendment to the TFC Officer Group Term Replacement Plan by and between the Company and Francis M. Fetsko, dated as of February 28, 2020, incorporated herein by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K, filed with the SEC on March 2, 2020.](https://www.sec.gov/Archives/edgar/data/1005817/000100581720000005/exhibit1032-12312019.htm)\n\n10.21*\n[Amendment to the TFC Officer Group Term Replacement Plan by and between the Company and David S. Boyce, dated as of February 28, 2020, incorporated herein by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K, filed with the SEC on March 2, 2020.](https://www.sec.gov/Archives/edgar/data/1005817/000100581720000005/exhibit1033-12312019.htm)\n\n10.22*\n[Second Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and Its Wholly-owned Subsidiaries, incorporated herein by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K, filed with the SEC on March 1, 2021.](https://www.sec.gov/Archives/edgar/data/0001005817/000100581721000004/exhibit1030-20201231x10k.htm)\n\n10.23*\n[Form of Performance Share Award Agreement (PSUs) under Tompkins Financial Corporation 2019 Equity Plan, incorporated by reference to exhibit 10.31 to the Company's Annual Report on Form 10-K, filed with the SEC on March 1, 2023.](https://www.sec.gov/Archives/edgar/data/1005817/000100581723000002/exhibit1031-2022x12x31x10k.htm)\n\n10.24*\n[Tompkins Financial Corporation 2019 Equity Incentive Plan, incorporated herein by reference to Appendix A of the Company’s DEF 14A, filed with the SEC on March 29, 2019.](https://www.sec.gov/Archives/edgar/data/1005817/000138713119002241/tmp-def14a_050719.htm)\n\n129\n\n[Table of Contents](#i02a691969dd8487e9cf0e5fe6bed79ba_7)[    ](#i02a691969dd8487e9cf0e5fe6bed79ba_7)\n\n10.25*\n[Amendment No. 1 to Tompkins Financial Corporation 2019 Equity Incentive Plan, incorporated herein by reference to Appendix A of the Company's DEF 14A, filed with the SEC on March 30, 2023.](https://www.sec.gov/Archives/edgar/data/1005817/000100581723000009/tmp2023-06x30ex101.htm)\n\n10.26*\n[Letter Agreement, dated August 4, 2023, between Tompkins Financial Corporation and Francis M. Fetsko, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2023.](https://www.sec.gov/Archives/edgar/data/1005817/000100581723000014/tmp2023-09x30ex101.htm)\n\n10.27*\n[Amendment No. 1 to Performance Share Award Agreements, dated August 4, 2023, between Tompkins Financial Corporation and Francis M. Fetsko, incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2023.](https://www.sec.gov/Archives/edgar/data/1005817/000100581723000014/tmp2023-09x30ex102.htm)\n\n10.28*\n[Amendment to the Officer Group Replacement Plan, dated August 4, 2023, between Tompkins Financial Corporation and Francis M. Fetsko, incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2023.](https://www.sec.gov/Archives/edgar/data/1005817/000100581723000014/tmp2023-09x30ex103.htm)\n\n10.29*\n[Letter Agreement, dated July 12, 2023, between Tompkins Financial Corporation and Matthew Tomazin, incorporated herein by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K, filed with the SEC on February 29, 2024.](https://www.sec.gov/Archives/edgar/data/1005817/000100581724000008/exhibit1031-10k12312023.htm)\n\n10.30*\n[Letter Agreement, dated October 24, 2021, between Tompkins Financial Corporation and Ginger G. Kunkel, incorporated herein by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K, filed with the SEC on February 29, 2024.](https://www.sec.gov/Archives/edgar/data/1005817/000100581724000008/exhibit1032-10k12312023.htm)\n\n10.31*\n[Supplemental Executive Retirement Agreement, dated December 27, 2023, between Tompkins Financial Corporation and Ginger G. Kunkel, incorporated herein by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K, filed with the SEC on February 29, 2024.](https://www.sec.gov/Archives/edgar/data/1005817/000100581724000008/exhibit1033-10k12312023.htm)\n\n10.32*\n[Form of Performance Share Award Agreement (PSUs) under Tompkins Financial Corporation 2019 Equity Plan, incorporated herein by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K, filed with the SEC on February 29, 2024.](https://www.sec.gov/Archives/edgar/data/1005817/000100581724000008/exhibit1034-10k12312023.htm)\n\n10.33*\n[Tompkins Financial Non-Equity Short Term Incentive Plan, incorporated herein by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K, filed with the SEC on February 29, 2024.](https://www.sec.gov/Archives/edgar/data/1005817/000100581724000008/exhibit1035-10k12312023.htm)\n\n10.34*\n[Tompkins Financial Corporation Deferred Compensation Plan for Selected Officers, incorporated herein by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K, filed with the SEC on February 29, 2024.](https://www.sec.gov/Archives/edgar/data/1005817/000100581724000008/exhibit1036-10k12312023.htm)\n\n10.35*\n[Supplemental Executive Retirement Agreement, dated May 7, 2024, between Tompkins Financial Corporation and David M. Demilia, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2024.](https://www.sec.gov/Archives/edgar/data/1005817/000100581724000022/tmp2024-06x30ex101.htm)\n\n10.36*\n[Retention Award Agreement effective October 31, 2025 between Tompkins Insurance Agencies, Inc. and David S. Boyce (filed herewith).](exhibit1036-10k12312025.htm)\n\n10.37*\n[Notice of Transaction Bonus from the Company to David S. Boyce (filed herewith).](exhibit1037-10k12312025.htm)\n\n10.38*\n[Notice, dated October 31, 2025, from the Company to David S. Boyce regarding freeze of benefit accrual under the Amended and Restated Supplemental Executive Retirement Agreement dated November 9, 2016 and the Supplemental Executive Retirement Agreement dated November 9, 2016 (filed herewith).](exhibit1038-10k12312025.htm)\n\n10.39*\n[Amendment to the TFC Officer Group Replacement Plan by and between the Company and David S. Boyce, dated October 31, 2025 (filed herewith).](exhibit1039-10k12312025.htm)\n\n10.40*\n[Non-Competition Agreement](exhibit1040-10k12312025.htm)[between the Company and David S. Boyce, dated October 31, 2025 (filed herewith).](exhibit1040-10k12312025.htm)\n\n10.41*\n[Supplemental Executive Retirement Agreement, dated December 16, 202](exhibit1041-10k12312025.htm)[5](exhibit1041-10k12312025.htm)[, between the Company and Matthew D. Tomazin (filed herewith).](exhibit1041-10k12312025.htm)\n\n10.42*\n[Supplemental Executive Retirement Agreement, dated December 16, 202](exhibit1042-10k12312025.htm)[5](exhibit1042-10k12312025.htm)[, between the Company and Stephen S. Romaine (filed herewith).](exhibit1042-10k12312025.htm)\n\n130\n\n[Table of Contents](#i02a691969dd8487e9cf0e5fe6bed79ba_7)[    ](#i02a691969dd8487e9cf0e5fe6bed79ba_7)\n\n10.43*\n[Amendment No. 2 to the Amended and Restated Supplemental Executive Retirement Agreement between the Company and Stephen S. Romaine, dated December 16, 2025 (filed herewith).](exhibit1043-10k12312025.htm)\n\n10.44*\n[Form of Award Agreement (Time-Based Restricted Stock) under Tompkins Financial Corporation 2019 Equity Plan (filed herewith).](exhibit1044-10k12312025.htm)\n\n10.45*\n[Tompkins Financial Non-Equity Short Term Incentive Plan 2026 (filed herewith).](exhibit1045-10k12312025.htm)\n\n19\n[Tompkins Financial Corporation Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1005817/000100581725000006/exhibit19-10k12312024.htm)[incorporated herein by reference to Exhibit 19 to the Company's Annual Report on Form 10-K](https://www.sec.gov/Archives/edgar/data/1005817/000100581725000006/exhibit19-10k12312024.htm)[, filed wi](https://www.sec.gov/Archives/edgar/data/1005817/000100581725000006/exhibit19-10k12312024.htm)[th](https://www.sec.gov/Archives/edgar/data/1005817/000100581725000006/exhibit19-10k12312024.htm)[the SEC on February 28, 2025](https://www.sec.gov/Archives/edgar/data/1005817/000100581725000006/exhibit19-10k12312024.htm)[.](https://www.sec.gov/Archives/edgar/data/1005817/000100581725000006/exhibit19-10k12312024.htm)\n\n21\n[Subsidiaries of](exhibit21-10k12312025.htm)[the](exhibit21-10k12312025.htm)[Registrant (filed herewith).](exhibit21-10k12312025.htm)\n\n23\n[Consent of Independent Registered Public Accounting Firm (filed herewith)](exhibit23-10k12312025.htm)\n\n24\n[Power of Attorney, included on signature page of this Report on Form 10-K.](#i02a691969dd8487e9cf0e5fe6bed79ba_229)\n\n31.1\n[Certification of the Chief Executive Officer as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).](exhibit311-10k12312025.htm)\n\n31.2\n[Certification of the Chief Financial Officer as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).](exhibit312-10k12312025.htm)\n\n32.1\n[Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).](exhibit321-10k12312025.htm)\n\n32.2\n[Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).](exhibit322-10k12312025.htm)\n\n97\n[Tompkins Financial Corporation Amended and Restated Clawback Policy, incorporated herein by reference to Exhibit 97 to the Company's Annual Report on Form 10-K, filed with the SEC on February 29, 2024.](https://www.sec.gov/Archives/edgar/data/1005817/000100581724000008/exhibit97-10k12312023.htm)\n\n101 INS**The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document\n\n101 SCH**Inline XBRL Taxonomy Extension Schema Document\n\n101 CAL**Inline XBRL Taxonomy Extension Calculation Linkbase Document\n\n101 DEF**Inline XBRL Taxonomy Extension Definition Linkbase Document\n\n101 LAB**Inline XBRL Taxonomy Extension Label Linkbase Document\n\n101 PRE**Inline XBRL Taxonomy Extension Presentation Linkbase Document\n\n104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive date file because its XBRL tags are embedded with the inline XBRL document.\n\n*Denotes management contract or compensatory plan or arrangement\n\n** Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Condition as of December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Income as of December 31, 2025, 2024, and 2023; (iii) Consolidated Statements of Comprehensive Income as of December 31, 2025, 2024, 2023 and ; (iv) Consolidated Statements of Cash Flows as of December 31, 2025, 2024, and 2023; (v) Consolidated Statements of Changes in Shareholders' Equity as of December 31, 2025, 2024, and 2023; and (vi) Notes to Unaudited Condensed Consolidated Financial Statements."}