8-K

TOMPKINS FINANCIAL CORP (TMP)

8-K 2026-01-30 For: 2026-01-29
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 29, 2026

Tompkins Financial Corporation

| (Exact name of registrant as specified in its charter) | | --- || New York | 1-12709 | 16-1482357 | | --- | --- | --- | | (State or other jurisdiction | (Commission | (IRS Employer | | of incorporation) | File Number) | Identification No.) || 118 E. Seneca Street, | PO Box 460, | Ithaca | New York | 14851 | | --- | --- | --- | --- | --- | | (Address of Principal executive offices) | | | | (Zip Code) || Registrant’s telephone number, including area code | (888) | 503-5753 | | --- | --- | --- || (Former name or former address, if changed since last report.) | | --- |

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.10 par value TMP NYSE American, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On January 30, 2026, Tompkins Financial Corporation, (the “Company”) issued a press release announcing its earnings for the calendar quarter ended December 31, 2025. A copy of the press release is attached to this Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information furnished under Items 2.02 and Item 9.01 of this Report on Form 8-K, including Exhibits 99.1 and 99.2 to this Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under the Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

Item 8.01 Other Events

On January 29, 2026, the Company's Board of Directors declared a dividend of $0.67 per share, payable on February 22, 2026, to common shareholders of record on February 13, 2026. A copy of the press release is attached to this Report on Form 8-K as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.

EXHIBIT INDEX

Exhibit No.        Description

99.1    Press Release of Tompkins Financial Corporation dated January 30, 2026

99.2    Press Release of Tompkins Financial Corporation dated January 30, 2026

104    Cover Page Interactive Data File (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: January 30, 2026         /s/ Stephen S. Romaine

Stephen S. Romaine

President and CEO

Document

image1.jpg

For more information contact:

Stephen S. Romaine, President & CEO

Matthew Tomazin, Executive VP, CFO & Treasurer

Tompkins Financial Corporation (888) 503-5753

For Immediate Release

Friday, January 30, 2026

Tompkins Financial Corporation Reports Record Earnings Per Share for the Fourth Quarter of 2025

ITHACA, NY - Tompkins Financial Corporation (NYSE American: TMP)

Tompkins Financial Corporation ("Tompkins" or the "Company") reported diluted earnings per share (GAAP) of $6.70 for the fourth quarter of 2025, up $5.33 or 389.1% compared to the fourth quarter of 2024. The Company had record operating diluted earnings per share (non-GAAP) for the fourth quarter of 2025 of $1.78. A reconciliation of these amounts can be found on page 14 of this press release. Net income for the fourth quarter of 2025 was $96.2 million, up $76.6 million, or 389.6%, compared to the $19.7 million reported for the fourth quarter of 2024.

For the year ended December 31, 2025, diluted earnings per share (GAAP) was $11.24, up $6.27 or 126.2% from the $4.97 reported for the year ended December 31, 2024. The Company had record operating diluted earnings per share (non-GAAP) for year ended December 31, 2025 of $6.31. A reconciliation of these amounts can be found on page 14 of this press release. Net income was $161.1 million for the year ended December 31, 2025, up $90.2 million or 127.3%, compared to $70.9 million reported for 2024.

The increase in diluted earnings per share and net income for both the fourth quarter and full year periods included the sale of all of the issued and outstanding shares of capital stock of the Company's wholly-owned subsidiary, Tompkins Insurance Agencies, Inc. ("TIA") to Arthur J. Gallagher & Co. (“Gallagher”) (NYSE: AJG) for approximately $223.0 million in cash, subject to customary purchase price adjustments. The transaction generated a pre-tax gain of $188.2 million, recognized in non-interest income. The Company also incurred $4.3 million in expenses related to the sale of TIA, which are reported in noninterest expense. Partially offsetting the increase for both the fourth quarter and full year periods was the sale of $564.2 million of available-for-sale debt securities during the fourth quarter of 2025, which resulted in a pre-tax loss of $78.7 million. The Company expects this sale to favorably impact securities revenue in future periods as the securities

sold had an average yield of 1.56%, while the proceeds of the sale were largely reinvested into securities with an estimated yield of approximately 4.52%. The weighted average life of the securities purchased and sold was approximately 5.5 years.

Tompkins President and CEO, Stephen Romaine, commented, "We are pleased to report record quarterly net income and operating earnings for the fourth quarter of 2025. Our improved results were driven by strong loan and deposit growth, both of which were up over 7% for the year, and by an expanding net interest margin which was up 49 basis points over the fourth quarter of 2024. During the fourth quarter of 2025, we announced the sale of Tompkins Insurance Agencies, Inc. and restructured our balance sheet, which we believe leaves us with continued momentum heading into 2026 and provides us with capital to support strategic investments for the future."

SELECTED HIGHLIGHTS FOR THE PERIOD:

•Net interest margin improved to 3.42% in the fourth quarter of 2025, up 22 basis points from the immediate prior quarter, and up 49 basis points from the fourth quarter of 2024.

•Total loans at December 31, 2025 were up $158.2 million, or 2.5% compared to September 30, 2025 (10.1% on an annualized basis), and up $426.3 million, or 7.1%, from December 31, 2024.

•Total deposits at December 31, 2025 were $6.9 billion, down $115.3 million, or 1.6% compared to the most recent prior quarter end, and up $466.0 million, or 7.2%, from December 31, 2024.

•Total average cost of funds of 1.71% for the fourth quarter of 2025 was down 12 basis points compared to the most recent prior quarter, and down 17 basis points compared to the same period of the prior year.

•Loan to deposit ratio at December 31, 2025 was 92.9%, compared to 89.2% at September 30, 2025, and 93.0% at December 31, 2024.

•Regulatory Tier 1 capital to average assets was 10.62% at December 31, 2025, up compared to 9.41% at September 30, 2025, and 9.27% at December 31, 2024.

•Common equity book value per share (GAAP) increased 19.1% and tangible book value per share (Non-GAAP) increased 24.6% over the most recent prior quarter. A reconciliation of these amounts can be found on page 14 of this press release.

NET INTEREST INCOME

Net interest income was $69.1 million for the fourth quarter of 2025, up $5.2 million or 8.1% compared to the third quarter of 2025, and up $12.8 million or 22.7% compared to the fourth quarter of 2024. For the year ended December 31, 2025, net interest income was $249.7 million, up $38.6 million or 18.3% when compared to 2024. The increase in net interest income in the fourth quarter of 2025 and the full year period compared to the most recent prior quarter and the same periods in 2024 was due to improvement in net interest margin, which is discussed below, and growth in average loans.

Net interest margin was 3.42% for the fourth quarter of 2025, compared to 3.20% reported for the third quarter of 2025, and 2.93% reported for the fourth quarter of 2024. Net interest margin of 3.17% for the twelve months ended December 31, 2025 was up 38 basis points over 2024. The increases in net interest margin reflect growth

in average loan balances, improved yields on average earnings assets, and lower funding costs as a result of lower rates and improved funding mix. Average yield on securities for the fourth quarter of 2025 was up 45 basis points over the third quarter of 2025 and up 68 basis points over the fourth quarter of 2024, mainly a result of the reinvestment within the portfolio at higher yields.

Average loans for the quarter ended December 31, 2025 were up $120.2 million, or 1.9%, over the most recent prior quarter, and were up $404.8 million, or 6.8%, compared to the same prior year period. The increase in average loans over both prior periods was mainly in the commercial real estate and commercial and industrial portfolios. The average yield on interest-earning assets for the quarter ended December 31, 2025 was 4.98%, an increase of 8 basis points from 4.90% for the quarter ended September 30, 2025, and up 31 basis points from 4.67% for the quarter ended December 31, 2024.

Average total deposits of $7.0 billion for the fourth quarter of 2025 were up $126.3 million, or 1.8%, compared to the third quarter of 2025, and up $390.8 million, or 5.9%, compared to the fourth quarter of 2024. The cost of interest-bearing deposits of 2.18% for the fourth quarter of 2025 was down 8 basis points compared to the most recent prior quarter, and down 13 basis points from 2.31% for the fourth quarter of 2024. The ratio of average noninterest bearing deposits to average total deposits for the fourth quarter of 2025 was 27.4% compared to 27.6% for the third quarter of 2025, and 28.0% for the fourth quarter of 2024. The average cost of interest-bearing liabilities for the fourth quarter of 2025 was 2.30%, down 15 basis points when compared to the most recent prior quarter, and down 23 basis points from the same period in 2024.

NONINTEREST INCOME

Noninterest income of $125.8 million for the fourth quarter of 2025 was up $104.9 million or 503.8% compared to the fourth quarter of 2024. Year-end noninterest income of $196.9 million was up $108.7 million or 123.4% compared to the same period in 2024. The increase in noninterest income is mainly due to the above-mentioned sale of TIA to Gallagher during the fourth quarter of 2025 resulting in a pre-tax gain of $188.2 million in other income, which was partially offset by the above-mentioned sale of available-for-sale securities at a pre-tax loss of $78.7 million. For the three and twelve months ended December 31, 2025, investment services income was up 3.6% and 2.7%, respectively over the same periods prior year, while card services income was down 2.9% and 4.6%, respectively over the same periods. Insurance revenue for the three and twelve months ended December 31, 2025 was down 63.7% and 9.0%, respectively, compared to the same periods in 2024, as a result of the sale of TIA during the fourth quarter of 2025.

NONINTEREST EXPENSE

Noninterest expense was $54.1 million for the fourth quarter of 2025, up $4.2 million or 8.3% compared to the same period in 2024. Noninterest expense for the full year ended December 31, 2025 was $210.2 million, an increase of $10.6 million or 5.3% compared to the $199.6 million reported for 2024. As previously stated, noninterest expense included $4.3 million of expenses related to the sale of TIA in the fourth quarter of 2025. Increases for both periods over the prior year periods were mainly in salaries and employee benefits, which were up $3.0 million or 8.9% for the fourth quarter of 2025, and up $7.7 million or 6.0% for the year ended

December 31, 2025, compared to the same periods in 2024. The increases were a result of the expenses related to the sale of TIA and annual merit adjustments. In addition, professional fees were up $1.1 million or 69.6% and up $2.9 million or 45.0% for the fourth quarter and year ended December 31, 2025, compared to the same periods in 2024. The increase in professional fees reflects initiatives to support future growth.

INCOME TAX EXPENSE

Provision for income tax expense was $43.5 million for an effective rate of 31.1% for the fourth quarter of 2025, compared to $6.0 million for an effective rate of 23.5% for the fourth quarter of 2024. For the year ended December 31, 2025, the provision for income tax expense was $63.8 million for an effective rate of 28.4% compared to provision of $22.0 million for an effective rate of 23.7% for 2024. The fourth quarter and full year periods in 2025 were impacted by the sale of TIA, which added approximately $54.4 million to the provision for income tax expense for 2025. Also impacting both the quarter and full-year periods was a decrease in pre-tax income, due primarily to the above-mentioned realized losses on the sale of certain available-for-sale securities.

ASSET QUALITY

The allowance for credit losses was 0.89% of total loans and leases at December 31, 2025, down from 0.95% at September 30, 2025, and from 0.94% at December 31, 2024. The decrease in the allowance for credit losses compared to December 31, 2024 was mainly due to updated economic forecasts for unemployment and gross domestic product for the quarter, as well as improved asset quality. The ratio of the allowance to total nonperforming loans and leases was 120.30% at December 31, 2025, compared to 113.06% at September 30, 2025, and 111.06% at December 31, 2024. The increase in the ratio compared to the fourth quarter of 2024 was due to the decrease in nonperforming loans and leases, discussed in more detail below.

Provision for credit losses for the fourth quarter of 2025 was $1.0 million compared to $1.4 million for the fourth quarter of 2024. Provision for credit losses for the year-ended December 31, 2025 was $11.5 million compared to $6.6 million for the same period in 2024. The increase in provision expense for the full year period compared to 2024 was mainly driven by a charge-off of $4.7 million in the second quarter of 2025 on a commercial real estate relationship totaling $18.1 million, and a charge-off of $2.4 million in the fourth quarter of 2025 on a commercial real estate relationship totaling $7.4 million. At the time of the charge-offs, the two commercial real estate relationships had specific reserves of $4.2 million and $1.6 million, respectively. Net charge-offs for the three months ended December 31, 2025 were $3.3 million, compared to $1.1 million for the third quarter of 2025, and $857,000 for the fourth quarter of 2024.

Nonperforming assets of $48.2 million represented 0.56% of total assets at December 31, 2025, down from $53.0 million or 0.63% of total assets at September 30, 2025, and down from $65.2 million or 0.80% of total assets at December 31, 2024. The decrease in nonperforming assets at December 31, 2025 compared to prior year end was largely due to one nonperforming commercial real estate loan totaling $14.2 million moving into other real estate owned during the fourth quarter of 2024, and subsequently being sold in the first quarter of 2025. In addition, during the fourth quarter of 2025, a $7.4 million commercial real estate loan was removed

from nonaccrual loans, reflecting a payoff of $5.0 million, with a partial charge-off of $2.4 million. Loans past due 30-89 days totaled $8.8 million at December 31, 2025, $7.8 million at September 30, 2025, and $28.8 million at December 31, 2024. The decrease in loans past due 30-89 days when compared to December 31, 2024 was mainly due to one commercial real estate loan totaling $17.3 million being moved to nonaccrual loans and leases in the first quarter of 2025.

Special Mention and Substandard loans and leases totaled $134.5 million at December 31, 2025, compared to $144.2 million reported at September 30, 2025, and $111.1 million reported at December 31, 2024.

CAPITAL POSITION

Capital ratios at December 31, 2025 remained well above the regulatory minimums for well-capitalized institutions. The ratio of total capital to risk-weighted assets was 14.55% at December 31, 2025, compared to 13.27% at September 30, 2025, and 13.07% at December 31, 2024. The ratio of Tier 1 capital to average assets was 10.62% at December 31, 2025, compared to 9.41% at September 30, 2025, and 9.27% at December 31, 2024. Capital ratios at December 31, 2025 were positively impacted by the proceeds of the sale of TIA.

During the fourth quarter of 2025, the Company repurchased 22,339 shares of common stock at an aggregate cost of $1.6 million. These shares were purchased under the Company's 2025 Stock Repurchase Plan announced in the third quarter of 2025.

LIQUIDITY POSITION

The Company's liquidity position at December 31, 2025 was consistent with its position at September 30, 2025. Liquidity is enhanced by ready access to national and regional wholesale funding sources including Federal funds purchased, repurchase agreements, brokered deposits, Federal Reserve Bank's Discount Window advances and Federal Home Loan Bank (FHLB) advances. The Company maintained ready access to liquidity of $1.7 billion, or 19.1% of total assets, at December 31, 2025.

ABOUT TOMPKINS FINANCIAL CORPORATION

Tompkins Financial Corporation is a banking and financial services company serving the Central, Western, and Hudson Valley regions of New York and the Southeastern region of Pennsylvania. Headquartered in Ithaca, NY, Tompkins Financial is parent to Tompkins Community Bank, which offers a full array of products and services, including commercial and consumer banking. Tompkins Community Bank provides wealth management services under the Tompkins Financial Advisors brand, including investment management, trust and estate, financial and tax planning services. For more information on Tompkins Financial, visit www.tompkinsfinancial.com.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this press release 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. Examples of forward-looking statements may include statements regarding revenue expectations, growth, and the sufficiency of collateral to cover exposure related to Special Mention and Substandard loans. 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 in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission, 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 the Company's business, financial condition and results of operations; other income or cash flow anticipated from the Company's operations, investment and/or lending activities; changes in laws and regulations affecting public companies, banks, bank holding companies and/or financial holding companies, including the Dodd-Frank Act, and other federal, state and local government mandates; the impact of any change in the FDIC insurance assessment rate or the rules and regulations related to the calculation of the FDIC insurance assessment amount; changing supervisory and regulatory scrutiny of financial institutions; technological developments and changes; cybersecurity incidents and threats; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; governmental and public policy changes, including environmental regulation; reliance on large customers; the geographic concentration of our business; the ability to access financial resources in the amounts, at the times, and on the terms required to support the Company's future businesses; and the economic impact, including market volatility, of national and global events, including the response to bank failures, war and geopolitical matters (including the war in Ukraine and the impacts of continued or escalating hostilities in the Middle East), tariffs and trade wars, widespread protests, civil unrest, political uncertainty, and pandemics or other public health crises, and the related changes to customer behavior or credit risk resulting from any of the foregoing. The Company does not undertake any obligation to update its forward-looking statements.

TOMPKINS FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
(In thousands, except share and per share data) (Unaudited) As of As of
ASSETS 12/31/2025 12/31/2024
(Audited)
Cash and noninterest bearing balances due from banks $ 50,717 $ 53,635
Interest bearing balances due from banks 82,100 80,763
Cash and Cash Equivalents 132,817 134,398
Available-for-sale debt securities, at fair value (amortized cost of $1,391,379 at December 31, 2025 and $1,367,123 at December 31, 2024) 1,382,068 1,231,532
Held-to-maturity debt securities, at amortized cost (fair value of $283,860 at December 31, 2025 and $267,295 at December 31, 2024) 312,528 312,462
Equity securities, at fair value 800 768
Loans held for sale 43,440 0
Total loans and leases, net of unearned income and deferred costs and fees 6,446,245 6,019,922
Less: Allowance for credit losses 57,671 56,496
Net Loans and Leases 6,388,574 5,963,426
Federal Home Loan Bank and other stock 32,307 42,255
Bank premises and equipment, net 72,418 76,627
Corporate owned life insurance 77,843 76,448
Goodwill 72,736 92,602
Other intangible assets, net 1,687 2,203
Accrued interest and other assets 151,050 176,359
Total Assets $ 8,668,268 $ 8,109,080
LIABILITIES
Deposits:
Interest bearing:
Checking, savings and money market 3,742,402 3,558,946
Time 1,298,393 1,068,375
Noninterest bearing 1,896,967 1,844,484
Total Deposits 6,937,762 6,471,805
Federal funds purchased and securities sold under agreements to repurchase 95,569 37,036
Other borrowings 564,446 790,247
Other liabilities 132,114 96,548
Total Liabilities $ 7,729,891 $ 7,395,636
EQUITY
Tompkins Financial Corporation shareholders' equity:
Common Stock - par value $.10 per share: Authorized 25,000,000 shares; Issued: 14,449,845 at December 31, 2025; and 14,468,013 at December 31, 2024 1,446 1,447
Additional paid-in capital 299,206 300,073
Retained earnings 662,161 537,157
Accumulated other comprehensive loss (19,054) (118,492)
Treasury stock, at cost – 104,492 shares at December 31, 2025, and 131,497 shares at December 31, 2024 (5,382) (6,741)
Total Equity $ 938,377 $ 713,444
Total Liabilities and Equity $ 8,668,268 $ 8,109,080
TOMPKINS FINANCIAL CORPORATION
--- --- --- --- --- --- --- --- --- --- ---
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data) (Unaudited) Three Months Ended Year Ended
12/31/2025 09/30/2025 12/31/2024 12/31/2025 12/31/2024
INTEREST AND DIVIDEND INCOME
Loans $ 87,372 $ 86,309 $ 78,911 $ 334,604 $ 301,970
Due from banks 211 187 235 760 741
Available-for-sale debt securities 11,509 9,738 8,760 39,287 36,779
Held-to-maturity debt securities 1,225 1,224 1,222 4,886 4,881
Federal Home Loan Bank and other stock 593 598 894 2,537 3,203
Total Interest and Dividend Income 100,910 $ 98,056 $ 90,022 $ 382,074 $ 347,574
INTEREST EXPENSE
Time certificates of deposits of $250,000 or more 4,527 4,063 4,698 17,237 16,914
Other deposits 23,318 24,210 22,856 93,010 87,069
Federal funds purchased and securities sold under agreements to repurchase 21 23 11 146 46
Other borrowings 3,983 5,882 6,176 21,950 32,443
Total Interest Expense 31,849 34,178 33,741 132,343 136,472
Net Interest Income 69,061 63,878 56,281 249,731 211,102
Less: Provision for credit loss expense 977 2,490 1,411 11,534 6,611
Net Interest Income After Provision for Credit Loss Expense 68,084 61,388 54,870 238,197 204,491
NONINTEREST INCOME
Insurance commissions and fees 3,079 11,282 8,471 35,569 39,100
Wealth management fees 5,053 4,979 4,878 20,115 19,589
Service charges on deposit accounts 1,819 1,844 1,854 7,258 7,288
Card services income 2,835 2,891 2,919 11,502 12,057
Gain on sale of TIA 188,241 0 0 188,241 0
Other income 3,451 2,557 2,740 12,875 10,061
Net gain (loss) on securities transactions (78,715) 11 (33) (78,689) 32
Total Noninterest Income 125,763 23,564 20,829 196,871 88,127
NONINTEREST EXPENSE
Salaries and wages 29,630 27,581 25,870 108,556 101,150
Other employee benefits 6,642 6,073 7,429 26,977 26,661
Net occupancy expense of premises 3,102 3,173 2,873 12,953 12,634
Furniture and fixture expense 1,795 1,825 1,834 7,476 7,666
Amortization of intangible assets 27 97 90 292 332
Other operating expense 12,939 15,098 11,870 53,958 51,199
Total Noninterest Expenses 54,135 53,847 49,966 210,212 199,642
Income Before Income Tax Expense 139,712 31,105 25,733 224,856 92,976
Income Tax Expense 43,464 7,432 6,045 63,785 22,003
Net Income Attributable to Noncontrolling Interests and Tompkins Financial Corporation 96,248 23,673 19,688 161,071 70,973
Less: Net Income Attributable to Noncontrolling Interests 0 0 30 0 123
Net Income Attributable to Tompkins Financial Corporation $ 96,248 23,673 19,658 161,071 70,850
Basic Earnings Per Share $ 6.74 $ 1.66 $ 1.38 $ 11.30 $ 4.98
Diluted Earnings Per Share $ 6.70 $ 1.65 $ 1.37 $ 11.24 $ 4.97
Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Quarter Ended Quarter Ended Quarter Ended
December 31, 2025 September 30, 2025 December 31, 2024
(dollar amounts in thousands) Average <br>Balance <br>(QTD) Interest Average <br>Yield/Rate Average <br>Balance <br>(QTD) Interest Average <br>Yield/Rate Average <br>Balance <br>(QTD) Interest Average <br>Yield/Rate
ASSETS
Interest-earning assets
Interest-bearing balances due from banks $ 17,795 $ 211 4.70 % $ 18,474 $ 187 4.02 % $ 19,065 $ 235 4.90 %
Securities1
U.S. Government securities 1,595,043 12,244 3.04 % 1,616,048 10,466 2.57 % 1,619,973 9,471 2.33 %
State and municipal2 81,613 537 2.61 % 82,462 541 2.60 % 86,481 557 2.56 %
Other Securities2 3,298 52 6.25 % 3,283 54 6.52 % 3,287 55 6.66 %
Total securities 1,679,954 12,833 3.03 % 1,701,793 11,061 2.58 % 1,709,741 10,083 2.35 %
FHLBNY and FRB stock 24,113 593 9.76 % 31,023 598 7.65 % 30,665 894 11.60 %
Total loans and leases, net of unearned income2,3 6,336,565 87,612 5.48 % 6,216,384 86,522 5.52 % 5,931,771 79,126 5.31 %
Total interest-earning assets 8,058,427 101,249 4.98 % 7,967,674 98,368 4.90 % 7,691,242 90,338 4.67 %
Other assets 313,860 329,774 282,490
Total assets $ 8,372,287 $ 8,297,448 $ 7,973,732
LIABILITIES & EQUITY
Deposits
Interest-bearing deposits
Interest bearing checking, savings, & money market $ 3,779,290 $ 16,695 1.75 % $ 3,724,882 $ 17,306 1.84 % $ 3,661,006 $ 17,223 1.87 %
Time deposits 1,282,009 11,150 3.45 % 1,228,830 10,967 3.54 % 1,076,300 10,331 3.82 %
Total interest-bearing deposits 5,061,299 27,845 2.18 % 4,953,712 28,273 2.26 % 4,737,306 27,554 2.31 %
Federal funds purchased & securities sold under agreements to repurchase 42,221 21 0.20 % 41,524 23 0.22 % 39,519 11 0.11 %
Other borrowings 380,920 3,983 4.15 % 535,327 5,882 4.36 % 534,219 6,176 4.60 %
Total interest-bearing liabilities 5,484,440 31,849 2.30 % 5,530,563 34,178 2.45 % 5,311,044 33,741 2.53 %
Noninterest bearing deposits 1,911,583 1,892,896 1,844,772
Accrued expenses and other liabilities 100,606 102,462 101,370
Total liabilities 7,496,629 7,525,921 7,257,186
Tompkins Financial Corporation Shareholders’ equity 875,658 771,527 715,299
Noncontrolling interest 0 0 1,247
Total equity 875,658 771,527 716,546
Total liabilities and equity $ 8,372,287 $ 8,297,448 $ 7,973,732
Interest rate spread 2.68 % 2.45 % 2.15 %
Tax-equivalent net interest income/margin on earning assets 69,400 3.42 % 64,190 3.20 % 56,597 2.93 %
Tax-equivalent adjustment (339) (312) (316)
Net interest income $ 69,061 $ 63,878 $ 56,281
Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)
--- --- --- --- --- --- --- --- --- --- --- --- ---
Year to Date Period Ended Year to Date Period Ended
December 31, 2025 December 31, 2024
Average Average
Balance Average Balance Average
(Dollar amounts in thousands) (YTD) Interest Yield/Rate (YTD) Interest Yield/Rate
ASSETS
Interest-earning assets
Interest-bearing balances due from banks $ 17,136 $ 760 4.44 % $ 14,052 $ 741 5.27 %
Securities1
U.S. Government securities 1,605,011 42,177 2.63 % 1,689,411 39,580 2.34 %
State and municipal2 83,747 2,185 2.61 % 88,414 2,254 2.55 %
Other securities 3,284 213 6.49 % 3,277 235 7.17 %
Total securities 1,692,042 44,575 2.63 % 1,781,102 42,069 2.36 %
FHLBNY and FRB stock 29,677 2,537 8.55 % 35,369 3,203 9.06 %
Total loans and leases, net of unearned income2,3 6,177,928 335,471 5.43 % 5,768,575 302,780 5.25 %
Total interest-earning assets 7,916,783 383,343 4.84 % 7,599,098 348,793 4.59 %
Other assets 308,011 276,241
Total assets $ 8,224,794 $ 7,875,339
LIABILITIES & EQUITY
Deposits
Interest-bearing deposits
Interest bearing checking, savings, & money market 3,717,100 66,597 1.79 % 3,553,942 64,647 1.82 %
Time deposits 1,225,363 43,650 3.56 % 1,017,532 39,336 3.87 %
Total interest-bearing deposits 4,942,463 110,247 2.23 % 4,571,474 103,983 2.27 %
Federal funds purchased & securities sold under agreements to repurchase 43,360 146 0.34 % 42,752 46 0.11 %
Other borrowings 506,778 21,950 4.33 % 638,721 32,443 5.08 %
Total interest-bearing liabilities 5,492,601 132,343 2.41 % 5,252,947 136,472 2.60 %
Noninterest bearing deposits 1,851,128 1,838,036
Accrued expenses and other liabilities 99,370 98,542
Total liabilities 7,443,099 7,189,525
Tompkins Financial Corporation Shareholders’ equity 781,695 684,417
Noncontrolling interest 0 1,397
Total equity 781,695 685,814
Total liabilities and equity $ 8,224,794 $ 7,875,339
Interest rate spread 2.43 % 1.99 %
Net interest income (TE)/margin on earning assets 251,000 3.17 % 212,321 2.79 %
Tax Equivalent Adjustment (1,269) (1,219)
Net interest income $ 249,731 $ 211,102

Tompkins Financial Corporation - Summary Financial Data (Unaudited)

(In thousands, except per share data)
Quarter-Ended Year-Ended
Period End Balance Sheet Dec-25 Sep-25 Jun-25 Mar-25 Dec-24 Dec-25
Securities $ 1,695,396 $ 1,604,357 $ 1,588,647 $ 1,572,602 $ 1,544,762 $ 1,695,396
Total Loans 6,446,245 6,288,071 6,172,654 6,066,645 6,019,922 6,446,245
Allowance for credit losses 57,671 59,889 58,555 61,023 56,496 57,671
Total assets 8,668,268 8,468,731 8,373,818 8,199,653 8,109,080 8,668,268
Total deposits 6,937,762 7,053,070 6,715,795 6,753,502 6,471,805 6,937,762
Brokered deposits 114,391 145,223 138,787 99,763 0 114,391
Federal funds purchased and securities sold under agreements to repurchase 95,569 80,804 127,111 122,985 37,036 95,569
Other borrowings 564,446 444,866 672,696 493,247 790,247 564,446
Total equity 938,377 788,805 761,793 741,377 713,444 938,377
Average Balance Sheet
--- --- --- --- --- --- --- --- --- --- --- --- ---
Average earning assets $ 8,058,427 $ 7,967,674 $ 7,875,490 $ 7,761,723 $ 7,691,242 $ 7,916,783
Average assets 8,372,287 8,297,448 8,168,595 8,056,578 7,973,732 8,224,794
Average interest-bearing liabilities 5,484,440 5,530,563 5,503,624 5,450,993 5,311,044 5,492,601
Average equity 875,658 771,527 749,975 728,110 716,546 781,695 Share data
--- --- --- --- --- --- --- --- --- --- --- --- ---
Weighted average shares outstanding (basic) 14,270,206 14,248,533 14,246,395 14,246,140 14,230,297 14,252,810
Weighted average shares outstanding (diluted) 14,356,680 14,345,219 14,320,125 14,319,440 14,312,497 14,335,358
Period-end shares outstanding 14,420,495 14,431,300 14,430,985 14,433,873 14,436,363 14,420,495
Common equity book value per share $ 65.07 $ 54.66 $ 52.79 $ 51.36 $ 49.42 $ 65.07
Tangible book value per share (Non-GAAP)** $ 60.03 $ 48.19 $ 46.31 $ 44.88 $ 42.93 $ 60.03
**See "Non-GAAP measures" below for a discussion of non-GAAP financial measures and a reconciliation of non-GAAP financial measures to the most directly comparable financial measures presented in accordance with GAAP. Income Statement
--- --- --- --- --- --- --- --- --- --- --- --- ---
Net interest income $ 69,061 $ 63,878 $ 60,130 $ 56,662 $ 56,281 $ 249,731
Provision for credit loss expense 977 2,490 2,780 5,287 1,411 11,534
Noninterest income 125,763 23,564 22,512 25,032 20,829 196,871
Noninterest expense 54,135 53,847 51,623 50,607 49,966 210,212
Income tax expense 43,464 7,432 6,768 6,121 6,045 63,785
Net income attributable to Tompkins Financial Corporation 96,248 23,673 21,471 19,679 19,658 161,071
Noncontrolling interests 0 0 0 0 30 0
Basic earnings per share4 6.74 1.66 1.51 1.38 1.38 11.30
Diluted earnings per share4 6.70 1.65 1.50 1.37 1.37 11.24 Nonperforming Assets
--- --- --- --- --- --- --- --- --- --- --- --- ---
Nonaccrual loans and leases $ 47,794 $ 52,805 $ 52,325 $ 70,891 $ 50,548 $ 47,794
Loans and leases 90 days past due and accruing 146 166 166 187 323 146
Total nonperforming loans and leases 47,940 52,971 52,491 71,078 50,871 47,940
OREO 229 0 81 81 14,314 229
Total nonperforming assets $ 48,169 $ 52,971 $ 52,572 $ 71,159 $ 65,185 $ 48,169

Tompkins Financial Corporation - Summary Financial Data (Unaudited) - continued

Quarter-Ended Year-Ended
Delinquency - Total loan and lease portfolio Dec-25 Sep-25 Jun-25 Mar-25 Dec-24 Dec-25
Loans and leases 30-89 days past due and
accruing $ 8,806 $ 7,841 $ 5,857 $ 12,285 $ 28,828 $ 8,806
Loans and leases 90 days past due and accruing 146 166 166 187 323 146
Total loans and leases past due and accruing 8,952 8,007 6,023 12,472 29,151 8,952
Allowance for Credit Losses
--- --- --- --- --- --- --- --- --- --- --- --- ---
Balance at beginning of period $ 59,889 $ 58,555 $ 61,023 $ 56,496 $ 55,384 $ 56,496
Provision for credit losses 1,064 2,454 2,786 5,260 1,969 $ 11,564
Net loan and lease charge-offs (recoveries) 3,282 1,120 5,254 733 857 $ 10,389
Allowance for credit losses at end of period $ 57,671 $ 59,889 $ 58,555 $ 61,023 $ 56,496 $ 57,671
Allowance for Credit Losses - Off-Balance Sheet Exposure
Balance at beginning of period $ 1,520 $ 1,484 $ 1,490 $ 1,463 $ 2,021 $ 1,463
Provision (credit) for credit losses (87) 36 (6) 27 (558) $ (30)
Allowance for credit losses at end of period $ 1,433 $ 1,520 $ 1,484 $ 1,490 $ 1,463 $ 1,433 Loan Classification - Total Portfolio
--- --- --- --- --- --- --- --- --- --- --- --- ---
Special Mention $ 100,717 $ 88,398 $ 40,048 $ 34,790 $ 36,923 $ 100,717
Substandard 33,764 55,762 56,740 75,980 74,163 33,764

Ratio Analysis

Credit Quality
Nonperforming loans and leases/total loans and leases 0.74 % 0.84 % 0.85 % 1.17 % 0.85 % 0.74 %
Nonperforming assets/total assets 0.56 % 0.63 % 0.63 % 0.87 % 0.80 % 0.56 %
Allowance for credit losses/total loans and leases 0.89 % 0.95 % 0.95 % 1.01 % 0.94 % 0.89 %
Allowance/nonperforming loans and leases 120.30 % 113.06 % 111.55 % 85.85 % 111.06 % 120.30 %
Net loan and lease losses (recoveries) annualized/total average loans and leases 0.21 % 0.07 % 0.34 % 0.05 % 0.06 % 0.17 % Capital Adequacy
--- --- --- --- --- --- --- --- --- --- --- --- ---
Tier 1 Capital (to average assets) 10.62 % 9.41 % 9.36 % 9.31 % 9.27 % 10.62 %
Total Capital (to risk-weighted assets) 14.55 % 13.27 % 13.15 % 13.28 % 13.07 % 14.55 % Profitability (period-end)
--- --- --- --- --- --- --- --- --- --- --- --- ---
Return on average assets * 4.56 % 1.13 % 1.05 % 0.99 % 0.98 % 1.96 %
Return on average equity * 43.61 % 12.17 % 11.48 % 10.96 % 10.91 % 20.61 %
Net interest margin (TE) * 3.42 % 3.20 % 3.08 % 2.98 % 2.93 % 3.17 %
Average yield on interest-earning assets* 4.98 % 4.90 % 4.79 % 4.69 % 4.67 % 4.84 %
Average cost of deposits* 1.58 % 1.64 % 1.64 % 1.63 % 1.67 % 1.62 %
Average cost of funds* 1.71 % 1.83 % 1.84 % 1.84 % 1.88 % 1.80 %
* Quarterly ratios have been annualized

Tompkins Financial Corporation - Summary Financial Data (Unaudited) - continued

Non-GAAP Measures

This press release contains financial information determined by methods other than in accordance with U.S. generally accepted accounting principles (GAAP). Where non-GAAP disclosures are used in this press release, the comparable GAAP measure, as well as reconciliation to the comparable GAAP measure, is provided in the below tables. The Company believes the non-GAAP measures provide meaningful comparisons of our underlying operational performance and facilitate management's and investors' assessments of business and performance trends in comparison to others in the financial services industry. These non-GAAP financial measures should not be considered in isolation or as a measure of the Company's profitability or liquidity; they are in addition to, and are not a substitute for, financial measures under GAAP. The non-GAAP financial measures presented herein may be different from non-GAAP financial measures used by other companies, and may not be comparable to similarly titled measures reported by other companies. Further, the Company may utilize other measures to illustrate performance in the future. Non-GAAP financial measures have limitations since they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP.

Reconciliation of Tangible Book Value Per Share (non-GAAP) to Common Equity Book Value Per Share (GAAP)
Quarter-Ended Year-Ended
Dec-25 Sep-25 Jun-25 Mar-25 Dec-24 Dec-25
Common equity book value per share (GAAP) $ 65.07 $ 54.66 $ 52.79 $ 51.36 $ 49.42 $ 65.07
Total common equity $ 938,377 $ 788,805 $ 761,793 $ 741,377 $ 713,444 $ 938,377
Less: Goodwill and intangibles* 72,766 93,405 93,503 93,586 93,670 72,766
Tangible common equity (Non-GAAP) 865,611 695,400 668,290 647,791 619,774 865,611
Ending shares outstanding 14,420,495 14,431,300 14,430,985 14,433,873 14,436,363 14,420,495
Tangible book value per share (Non-GAAP) $ 60.03 $ 48.19 $ 46.31 $ 44.88 $ 42.93 $ 60.03
*The decline in goodwill for the fourth quarter and full year 2025 over the prior periods shown in the table reflects the sale of TIA.
Reconciliation of Net Income Available to Common Shareholders/Diluted Earnings Per Share (GAAP) to Adjusted Net Operating Income Available to Common Shareholders/Adjusted Diluted Earnings Per Share (Non-GAAP); Return on Average Assets and Return on Average Equity (GAAP) to Adjusted Return on Average Assets, Adjusted Return on Average Equity and Adjusted Operating Return on Average Shareholders' Tangible Common Equity (Non-GAAP)
--- --- --- --- --- --- --- --- --- --- --- --- ---
QTD QTD YTD
(In thousands, except per share data) 12/31/2025 12/31/2024 12/31/2025 12/31/2024
Net income available to common shareholders $ 96,248 $ 19,658 $ 161,071 $ 70,850
Less: income attributable to unvested stock-based compensation awards 0 0 0 0
Net earnings allocated to common shareholders (GAAP) 96,248 19,658 161,071 70,850
Diluted earnings per share (GAAP) 6.70 1.37 11.24 4.97
Adjustments for non-operating income and expense:
(Gain) loss on sale of investment securities 78,721 0 78,721 (50)
(Gain) from sale of Tompkins Insurance Agency, Inc. (183,902) 0 (183,902) 0
Total adjustments (105,181) 0 (105,181) (50)
Tax expense (34,509) 0 (34,509) (12)
Total adjustments, net of tax (70,672) 0 (70,672) (38)
Adjusted net income or operating income (Non-GAAP) 25,576 19,658 90,399 70,812
Weighted average shares outstanding (basic) 14,270,206 14,230,297 14,252,810 14,218,106
Weighted average shares outstanding (diluted) 14,356,680 14,312,497 14,335,358 14,268,443
Adjusted/operating basic earnings per share (Non-GAAP) 1.79 1.38 6.34 4.98
Adjusted/operating diluted earnings per share (Non-GAAP) 1.78 1.37 6.31 4.96
Net income available to common shareholders 96,248 19,658 161,071 70,850
Adjusted net income or operating income (Non-GAAP) 25,576 19,658 90,399 70,812
Average total assets 8,372,287 7,973,732 8,224,794 7,875,339
Return on average assets 4.56 % 0.98 % 1.96 % 0.90 %
Adjusted return on average assets (Non-GAAP) 1.21 % 0.98 % 1.10 % 0.90 %
Net income available to common shareholders 96,248 19,658 161,071 70,850
Adjusted net income or operating income (Non-GAAP) 25,576 19,658 90,399 70,812
Average total equity 875,658 716,545 781,695 685,814
Return on average equity 43.61 % 10.88 % 20.61 % 10.33 %
Adjusted return on average equity (Non-GAAP) 11.59 % 10.88 % 11.56 % 10.33 %
Adjusted net income or operating income (Non-GAAP) 25,576 19,658 90,399 70,850
Average Tompkins Financial Corporation shareholders' equity 875,658 715,299 781,695 684,417
Amortization of intangibles 27 90 292 332
Tax expense 6 22 72 81
Amortization of intangibles, net of tax 21 68 220 251
Adjusted net income or operating income (Non-GAAP) 25,597 19,726 90,619 71,063
Average Tompkins Financial Corporation shareholders' equity 875,658 715,299 781,695 684,417
Average goodwill and intangibles 79,494 93,716 90,006 93,844
Average Tompkins Financial Corporation shareholders' tangible common equity (Non-GAAP) $ 796,164 $ 621,583 $ 691,689 $ 590,573
Adjusted operating return on average shareholders' tangible common equity (Non-GAAP) 12.76 % 12.59 % 13.10 % 12.03 %

1 Average balances and yields on available-for-sale securities are based on historical amortized cost.

2 Interest income includes the tax effects of taxable-equivalent adjustments using an effective income tax rate of 21% in 2025 and 2024 to increase tax exempt interest income to taxable-equivalent basis.

3 Nonaccrual loans are included in the average asset totals presented above. Payments received on nonaccrual loans have been recognized as disclosed in Note 1 of the Company's consolidated financial statements included in Part I of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

4 Earnings per share for the full fiscal year may not equal the sum of the quarterly earnings per share as a result of rounding of average shares.

14

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For more information contact:

Stephen S. Romaine, President & CEO

Matthew Tomazin, Executive VP, CFO & Treasurer

Tompkins Financial Corporation (888) 503-5753

For Immediate Release

Friday, January 30, 2026

Tompkins Financial Corporation Reports Cash Dividend

ITHACA, NY - Tompkins Financial Corporation (NYSE American: TMP)

Tompkins Financial Corporation announced today that its Board of Directors approved payment of a regular quarterly cash dividend of $0.67 per share, payable on February 22, 2026, to common shareholders of record on February 13, 2026. The dividend amount represents an increase of $0.05 per share, or 8.1% over the dividend paid in the first quarter of 2025.

ABOUT TOMPKINS FINANCIAL CORPORATION

Tompkins Financial Corporation is a banking and financial services company serving the Central, Western, and Hudson Valley regions of New York and the Southeastern region of Pennsylvania. Headquartered in Ithaca, NY, Tompkins Financial is parent to Tompkins Community Bank, which offers a full array of products and services, including commercial and consumer banking. Tompkins Community Bank provides wealth management services under the Tompkins Financial Advisors brand, including investment management, trust and estate, financial and tax planning services. For more information on Tompkins Financial, visit www.tompkinsfinancial.com.