Every material Form 8-K Tompkins Financial filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Tompkins Financial entered into a new defined contribution supplemental executive retirement plan for CFO Matthew Tomazin and a similar plan for CEO Stephen Romaine, both effective December 16, 2025. It also amended Romaine's existing defined benefit SERP so that a minimum senior incentive payment is used to calculate benefits. These are executive compensation changes, with no effect on reported results disclosed in the filing.
Company will contribute 20% of CFO Matthew Tomazin's base pay annually to his DC SERP, credited at Prime plus 1%
Company will contribute 15% of CEO Stephen Romaine's base pay annually to his DC SERP, credited at Prime plus 1%
Romaine's DB SERP earnings now use 50% of the greater of actual senior incentive paid or 70% of target senior incentive
Tomazin becomes fully vested in his DC SERP balance at the sixth anniversary of the effective date
Tompkins Financial sold its subsidiary Tompkins Insurance Agencies to Arthur J. Gallagher & Co. for about $223 million in cash, subject to customary adjustments, and its press release says the sale closed with a pre-tax gain of $183 million. The same day, the company sold $565.0 million of debt securities at a pre-tax loss of about $79.5 million and reinvested the proceeds at an estimated higher yield, so the net effect on results depends on both moves.
Sale price of about $223 million in cash to Gallagher, announced in an agreement dated October 31, 2025 and closed by November 3, 2025 per the press release.
Press release states a pre-tax gain of $183 million on the sale.
On November 3, 2025, the company sold $565.0 million of debt securities with a 1.56% average book yield, a pre-tax loss of about $79.5 million, and reinvested at an estimated 4.52% average book yield.
Gallagher's post-closing indemnification recourse is capped at $557,500, and the company and its affiliates agreed to a five-year non-compete with limited exceptions.
Tompkins Financial reported third-quarter 2025 diluted earnings per share of $1.65, up from $1.30 a year earlier, and net income of $23.7 million, up 27.0% year over year. The company also declared a quarterly dividend of $0.65 per share, payable November 14, 2025 to shareholders of record on November 7, 2025. The filing reports higher earnings and net interest margin, while special mention and substandard loans rose sharply from the prior quarter.
Diluted EPS of $1.65 for Q3 2025, up 10.0% from Q2 2025 and up 26.9% from $1.30 in Q3 2024
Net interest margin of 3.20%, up 12 basis points from Q2 2025 and up 41 basis points from Q3 2024
Special mention and substandard loans totaled $144.2 million at September 30, 2025, up from $96.8 million at June 30, 2025, mainly due to two loans totaling $41.2 million downgraded to special mention
Dividend of $0.65 per share, payable November 14, 2025, to shareholders of record on November 7, 2025
Tompkins Financial reported second-quarter 2025 diluted earnings per share of $1.50, up from $1.10 a year earlier, with net income of $21.5 million, up 36.9%. The company also declared a $0.62 per share dividend and approved a new repurchase program of up to 400,000 shares over 24 months, replacing a prior program, which may affect the share count held by shareholders.
Q2 2025 diluted EPS was $1.50 versus $1.10 in Q2 2024; net income was $21.5 million, up 36.9% year over year.
Net interest margin was 3.08% in Q2 2025, up 35 basis points from 2.73% a year earlier.
A $4.7 million partial charge-off on one commercial real estate relationship raised Q2 net charge-offs to $5.3 million.
Board declared a $0.62 per share dividend payable August 15, 2025, to holders of record on August 8, 2025.
Tompkins Financial said Executive Vice President John McKenna, who is also President of Tompkins Community Bank, will retire as an officer of the company and the bank in summer 2026. He announced the decision on April 24, 2025, after more than 17 years of service. The filing does not name a successor or describe any change to the company's financial outlook.
Executive Vice President John McKenna announced his retirement decision on April 24, 2025.
He will retire as an officer of Tompkins Financial and Tompkins Community Bank in summer 2026.
He has more than 17 years of service with the company.
Tompkins Financial reported first-quarter 2025 diluted earnings per share of $1.37, up 16.1% from $1.18 a year earlier, and net income of $19.7 million, up 16.6% from $16.9 million. The increase was mainly driven by higher net interest income, partly offset by a higher provision for credit losses. The board also declared a $0.62 per share dividend, payable May 16, 2025.
Diluted EPS of $1.37 for Q1 2025, versus $1.18 in Q1 2024 and unchanged from Q4 2024
Net income of $19.7 million, up 16.6% from $16.9 million a year earlier
Net interest margin of 2.98%, up from 2.73% in Q1 2024; provision for credit losses was $5.3 million versus $854,000
Dividend of $0.62 per share declared April 24, 2025, payable May 16, 2025, to holders of record on May 9, 2025
Tompkins Financial reported fourth-quarter 2024 diluted earnings per share of $1.37 and net income of $19.7 million, up 31.0% from the fourth quarter of 2023. Full-year 2024 diluted EPS was $4.97, compared with $0.66 in 2023, a year that included a $70.0 million pre-tax loss on securities sales. The company also declared a quarterly dividend of $0.62 per share, payable February 21, 2025, which matters to shareholders as a cash return.
Q4 2024 net income $19.7 million, up 31.0% from Q4 2023; diluted EPS $1.37 versus $1.05
Full-year 2024 diluted EPS $4.97 versus $0.66 in 2023; net income $70.9 million
Q4 2024 net interest margin 2.93%, up from 2.79% in Q3 2024; total deposits $6.5 billion, down 1.6% from September 30, 2024
Quarterly dividend $0.62 per share, payable February 21, 2025, to holders of record February 14, 2025
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