TOMPKINS FINANCIAL CORP

Tompkins Financial Corporation operates as a financial holding company registered with the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. The company is a locally-oriented, community-based financial services organization offering commercial and consumer banking, leasing, trust and investment management, financial planning, and wealth management services. The financial services industry is highly competitive, with competition based on interest rates offered on deposit accounts, interest rates charged on loans and other credit and service charges, the quality and scope of services rendered, the convenience of facilities and services, and relative lending limits. The company faces increasing competition from institutions not subject to the same extensive state and federal regulations, including financial technology companies that may offer bank-like products or services.

Management believes that a community-based financial organization is better positioned to establish personalized financial relationships with both commercial customers and individual households. The company's community commitment and involvement in its primary market areas, as well as its commitment to quality and personalized financial services, are factors that contribute to its competitiveness. Management believes that Tompkins Community Bank can compete successfully in its primary market areas by making prudent lending decisions quickly and more efficiently than its competitors, without compromising asset quality or profitability.

The company generates revenue primarily through interest income on loans and securities. The principal expenses are interest on deposits, interest on borrowings, operating and general administrative expenses, and provisions for credit loss expenses. Funding sources other than deposits include borrowings, securities sold under agreements to repurchase, and cash flow from lending and investing activities. The company has identified two business segments: banking and wealth management. Prior to the sale of Tompkins Insurance Agencies, Inc. on October 31, 2025, the company also had an insurance segment.

Banking services consist primarily of attracting deposits from the areas served by Tompkins Community Bank's 54 banking offices, with 38 offices in New York and 16 offices in Pennsylvania, and using those deposits to originate a variety of commercial loans, agricultural loans, consumer loans, real estate loans, and leases in those same areas. As of December 31, 2025, Tompkins Community Bank had consolidated total assets of $8.7 billion, consolidated total loans of $6.4 billion, and consolidated total deposits of $7.1 billion. The company maintains a portfolio of securities such as U.S. Treasury securities, obligations of U.S. government agencies and U.S. government sponsored entities, obligations of states and political subdivisions thereof, and equity securities.

Wealth management services consist of investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services, provided under the trade name Tompkins Financial Advisors. The company previously provided insurance services through its wholly-owned insurance subsidiary, Tompkins Insurance Agencies, Inc., which was a full-service insurance agency offering property and casualty insurance, employee benefit consulting, and life, long-term care and disability insurance. TIA's revenue and expenses are consolidated into the company's financials through October 31, 2025.

On October 31, 2025, the company sold all of the issued and outstanding shares of the capital stock of Tompkins Insurance Agencies, Inc. to Arthur J. Gallagher Risk Management Services, LLC. The company has acquired, and from time to time considers acquiring, banks, thrift institutions, branch offices of banks or thrift institutions, or other businesses that would complement the company's business or its geographic reach. The company generally targets merger or acquisition partners that are culturally similar and have experienced management and possess either significant market presence or have potential for improved profitability through financial management, economies of scale and expanded services.

The aggregate market value of the registrant's common stock held by non-affiliates was $875.3 million on June 30, 2025, based on the closing sales price of a share of the registrant's common stock as reported on the NYSE American. The number of shares of the registrant's common stock outstanding as of February 20, 2026, was 14,418,025 shares.

A key strategic initiative for the company is a focus on responsible and sustainable growth, including initiatives to grow organically through current businesses, as well as through possible acquisitions of financial institutions, branches, and financial services businesses. The company has defined strategic initiatives around digital delivery of services to meet the changing needs of client expectations, while maintaining a commitment to excellence in the delivery of personal service when self-serve options are unable to meet the needs of clients.

The company's strategy includes a focus on building a scalable foundation based on a continuous improvement approach necessary for long-term success. This foundation includes investments in automation, analytics and security to drive ongoing consistency, efficiency, and security in operations. The company also recognizes the need to develop and acquire talent that is well prepared to succeed in the changing industry, with initiatives in this area including a focus on characteristics such as collaboration, innovation and agility.

The filing does not discuss specific margin or cost outlook targets.

The filing does not discuss specific operational outlook details such as supply chain posture or manufacturing capacity.

The filing does not provide specific R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy figures.

The company faces increasing competition from institutions not subject to the same extensive state and federal regulations that govern financial holding companies and federally-insured banks, including by financial technology companies which may offer bank-like products or services that compete directly with the company's products and services. The financial services industry continues to undergo rapid technological change with introductions of new technologies and services, including new ways that customers can make payments or manage their accounts, including through use of stablecoins and other forms of cryptocurrency, tokens, and other digital assets or alternative payment systems.

The filing does not discuss specific geographic, regulatory, or macro factors identified as constraints beyond general competitive and technological headwinds.

The company faces increasing competition from institutions not subject to the same extensive state and federal regulations that govern financial holding companies and federally-insured banks, including by financial technology companies which may offer bank-like products or services that compete directly with the company's products and services. The financial services industry continues to undergo rapid technological change with introductions of new technologies and services, including new ways that customers can make payments or manage their accounts, including through use of stablecoins and other forms of cryptocurrency, tokens, and other digital assets or alternative payment systems. Some competitors have substantially greater resources and lending capabilities and may offer services that the company does not currently provide. The company's principal expenses are interest on deposits, interest on borrowings, and operating and general administrative expenses, as well as provisions for credit loss expenses, and changes in interest rates or credit conditions could materially affect financial performance.

Management's message emphasizes the Tompkins strategy centered around core values and a commitment to delivering long-term value to clients, communities, and shareholders. Key strategic priorities include a focus on responsible and sustainable growth, including initiatives to grow organically through current businesses as well as through possible acquisitions of financial institutions, branches, and financial services businesses. The company also has defined strategic initiatives around digital delivery of services to meet the changing needs of client expectations, while maintaining a commitment to excellence in the delivery of personal service when self-serve options are unable to meet the needs of clients. The strategy includes a focus on building a scalable foundation based on a continuous improvement approach necessary for long-term success, with investments in automation, analytics and security to drive ongoing consistency, efficiency, and security in operations.