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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
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| Date of Report (Date of earliest event reported) | July 24, 2025 |
Tompkins Financial Corporation
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| (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 July 25, 2025, Tompkins Financial Corporation, (the “Company”) issued a press release announcing its earnings for the calendar quarter ended June 30, 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, 99.2 and 99.3 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 July 24, 2025, the Company's Board of Directors declared a dividend of $0.62 per share, payable on August 15, 2025, to common shareholders of record on August 8, 2025. A copy of the press release is attached to this Report on Form 8-K as Exhibit 99.2.
On July 25, 2025, the Company announced that its Board of Directors has approved a new stock repurchase program, authorizing the Company to repurchase up to 400,000 shares of the Company’s outstanding common stock, par value $0.10 per share. This program replaces the Company’s existing 400,000 share repurchase program announced on July 21, 2023. The new stock repurchase program is expected to be completed over the next 24 months. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the program will be determined by management at its discretion in connection with its overall capital management strategies and will depend on a number of factors, including the market price of the Company's stock, general market and economic conditions, interest rates, financial forecasts, other strategic uses of capital, and applicable legal requirements. The Company has no obligation to repurchase any shares and may discontinue repurchases at any time. A copy of the press release is attached to this Report on Form 8-K as Exhibit 99.3.
Item 9.01 Financial Statements and Exhibits
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| (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 July 25, 2025
99.2 Press Release of Tompkins Financial Corporation dated July 25, 2025
99.3 Press Release of Tompkins Financial Corporation dated July 25, 2025
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: July 25, 2025 /s/ Stephen S. Romaine
Stephen S. Romaine
President and CEO
