{"url_path":"/sec/tmp/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities","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":799,"has_tables":true,"body_markdown":"Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities\n\nMarket Price and Dividend Information \n\nThe Company’s common stock is traded under the symbol \"TMP\" on the NYSE American. As of February 20, 2026, there were approximately 2,445 holders of shares of our common stock.\n\nWhile the Company has a long history of paying cash dividends on shares of its common stock, the Company's ability to pay dividends is generally limited to earnings from the prior year, although retained earnings and dividends from its subsidiaries may also be used to pay dividends under certain circumstances. The Company's primary source of funds to pay for shareholder dividends is receipt of dividends from its subsidiaries. Future dividend payments to the Company by its subsidiaries will be dependent on a number of factors, including earnings and the financial condition of each subsidiary, and are subject to regulatory limitations discussed in \"Supervision and Regulation\" in Part I, Item 1 of this Report.\n\nIssuer Purchases of Equity Securities\n\nThe following table reflects all Company repurchases, including those made pursuant to publicly announced plans or programs, during the quarter ended December 31, 2025:\n\nTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs\n\nPeriod(a)(b)(c)(d)\n\nOctober 1, 2025 through\n\nOctober 31, 20252,683 $65.52 0 $400,000 \n\nNovember 1, 2025 through\n\nNovember 30, 202514,080 $66.69 0 $400,000 \n\nDecember 1, 2025 through\n\nDecember 31, 202522,339 $73.86 22,339 $377,661 \n\nTotal39,102 $70.71 22,339 $377,661 \n\nIncluded above are 2,683 shares purchased in October 2025, at an average cost of $65.52, and 724 shares purchased in November 2025, at an average cost of $66.82, by the trustee of the rabbi trust established by the Company under the Company’s Second Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and Participating Subsidiaries (the \"Director Retainer Plan\"), which were part of the director deferred compensation under that plan. In addition, the table includes 13,356 shares delivered to the Company in November 2025 at an average price of $66.68 to satisfy mandatory tax withholding requirements upon vesting of restricted stock under the Company's 2019 Equity Plan.\n\nOn July 24, 2025, the Company’s Board of Directors authorized a share repurchase plan (the “2025 Repurchase Plan”) under which the Company may repurchase up to 400,000 shares of the Company’s common stock over the 24 months following adoption of the plan. Shares may be repurchased from time to time under the 2025 Repurchase Plan in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The Company has no obligation to repurchase any shares and may discontinue repurchases at any time. As of December 31, 2025, 22,339 shares had been repurchased under the 2025 Repurchase Plan at an average price of $73.86.\n\nRecent Sales of Unregistered Securities\n\nOn October 3, 2025, we issued an aggregate of 580 shares of our common stock to non-employee members of our Board of Directors who elected to receive all or a portion of their quarterly director retainer fees in Company stock pursuant to the Director Retainer Plan. These shares were valued based on the closing market price per share of our common stock of $65.53 on October 3, 2025, for an aggregate value of $38,007.40. The shares were issued to our non-employee directors in private transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.\n\n24\n\n[Table of Contents](#i02a691969dd8487e9cf0e5fe6bed79ba_7)[    ](#i02a691969dd8487e9cf0e5fe6bed79ba_7)\n\nPerformance Graph \n\nThe following graph compares the Company’s cumulative total stockholder return over the five-year period from December 31, 2020 through December 31, 2025, with (1) the total return for the NASDAQ Composite and (2) the total return for S&P U.S. BMI Banks index. The graph assumes $100.00 was invested on December 31, 2020, in the Company’s common stock and the comparison groups and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. \n\nIn accordance with and to the extent permitted by applicable law or regulation, the information set forth under the heading \"Performance Graph\" shall not be incorporated by reference into any filing under the Securities Act or Exchange Act and shall not be deemed to be \"soliciting material\" or to be \"filed\" with the SEC under the Securities Act or the Exchange Act, except to the extent that the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into such filings. The performance graph represents past performance and should not be considered an indication of future performance.\n\nPeriod Ending\n\nIndex12/31/2012/31/2112/31/2212/31/2312/31/2412/31/25\n\nTompkins Financial Corporation100.00121.77116.4194.03110.74123.05\n\nNASDAQ Composite100.00122.1882.43119.22154.48187.14\n\nS&P U.S. BMI Banks Index100.00135.97112.77123.02164.70211.47"}