0001005817trueFY202100010058172021-01-012021-12-3100010058172021-06-30iso4217:USD00010058172022-02-28xbrli:shares
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to ______
 Commission File Number 1-12709 
tmp-20211231_g1.jpg 
Tompkins Financial Corporation
(Exact name of registrant as specified in its charter)
New York16-1482357
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
118 E. Seneca Street, P.O. Box 460, Ithaca, NY
(Address of principal executive offices)
14851
(Zip Code)
Registrant’s telephone number, including area code: (888) 503-5753
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($.10 Par Value Per Share)TMPNYSE American
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of Securities Act. Yes No .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No .
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes  No .
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "nonaccelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer Nonaccelerated Filer
Smaller Reporting Company ¨
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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No .
The aggregate market value of the registrant’s common stock held by non-affiliates was $931.7 million on June 30, 2021, based on the closing sales price of a share of the registrant’s common stock, $.10 par value (the “Common Stock”), as reported on the NYSE American, on such date.
The number of shares of the registrant’s Common Stock outstanding as of February 28, 2022, was 14,584,596 shares.


Table of Contents

DOCUMENTS INCORPORATED BY REFERENCE
 Portions of the registrant’s definitive Proxy Statement relating to its 2022 Annual Meeting of stockholders, to be held on May 10, 2022, are incorporated by reference into Part III of this Form 10-K where indicated.

EXPLANATORY NOTE

Tompkins Financial Corporation (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1”) to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was originally filed on March 1, 2022 (the “Original Filing”), solely to correct the Original Filing’s cover page to reflect that the Company is a well-known seasoned issuer, as defined in Rule 405 of Securities Act, and that the Company: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

No changes are hereby made to the Company’s financial statements. Other than the changes discussed above and the filing of the currently dated Section 302 certifications and updated XBRL data under Item 15 of Part IV of this Amendment No. 1, no changes have been made to the Original Filing or the exhibits filed therewith. As such, this Amendment No. 1 should be read in conjunction with the Original Filing.



The information called for by this item is incorporated herein by reference to the material under the caption “Independent Registered Public Accounting Firm” in the Proxy Statement. Our independent registered public accounting firm is KPMG LLP, Rochester, NY, Auditor Firm ID 185.
/s/ KPMG LLP
We have served as the Company's auditor since 1995.
Rochester, New York
March 1, 2022



Table of Contents



The information contained in this Amendment No. 1 does not reflect events occurring subsequent to the filing of the Original Filing.

PART IV

Item 15. Exhibits and Financial Statement Schedules

31.1
31.2
101 INS**The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
101 SCH**Inline XBRL Taxonomy Extension Schema Document
101 CAL**Inline XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF**Inline XBRL Taxonomy Extension Definition Linkbase Document
101 LAB**Inline XBRL Taxonomy Extension Label Linkbase Document
101 PRE**Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive date file because its XBRL tags are embedded with the inline XBRL document.


Table of Contents



SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
TOMPKINS FINANCIAL CORPORATION
/S/ Stephen S. Romaine
By:Stephen S. Romaine
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 13, 2022

Tompkins Financial (AMEX:TMP)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Tompkins Financial Charts.
Tompkins Financial (AMEX:TMP)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Tompkins Financial Charts.