tmp-20260630

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐			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

Tompkins Financial Corporation

(Exact name of registrant as specified in its charter)


New York						16-1482357
(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

Former name, former address, and former fiscal year, if changed since last report: NA

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: (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 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 non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated 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 Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒.

Indicate the number of shares of the Registrant's Common Stock outstanding as of the latest practicable date: 14,382,905 shares as of July 24, 2026.

TOMPKINS FINANCIAL CORPORATION

FORM 10-Q

INDEX


PART I -FINANCIAL INFORMATION
			PAGE
	Item 1 –	Financial Statements Consolidated Statements of Condition as of June 30, 2026 (Unaudited) and December 31, 2025 (Audited)	1
		Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025 (Unaudited)	2
		Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025 (Unaudited)	3
		Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)	4
		Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2026 and 2025 (Unaudited)	6
		Notes to Unaudited Consolidated Financial Statements	8
	Item 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
	Item 3 -	Quantitative and Qualitative Disclosures About Market Risk	53
	Item 4 -	Controls and Procedures	54
PART II - OTHER INFORMATION
	Item 1 –	Legal Proceedings	55
	Item 1A – Risk Factors		55
	Item 2 –	Unregistered Sales of Equity Securities and Use of Proceeds	55
	Item 3 -	Defaults Upon Senior Securities	55
	Item 4 -	Mine Safety Disclosures	56
	Item 5 -	Other Information	56
	Item 6 -	Exhibits	57
SIGNATURES			58

Glossary of Abbreviations and Acronyms

The acronyms and abbreviations identified below are used throughout this report, including the Notes to Unaudited Consolidated Financial Statements. You may find it helpful to refer to this page as you read this report. All references in the glossary to laws are to those laws as amended from time to time.


Term			Definition
ACL			Allowance for credit losses
AFS			Available for sale
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
BHC Act			Bank Holding Company Act of 1956
BOLI			Bank owned life insurance
CECL			Current Expected Credit Losses
CRE			Commercial real estate
DIF			Deposit Insurance Fund
Dodd-Frank Act			Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
ECL			Expected credit losses
ESOP			Employee Stock Ownership Plan
Exchange Act			Securities Exchange Act of 1934
FASB			Financial Accounting Standards Board
FDIC			Federal Deposit Insurance Corporation
FHLB			Federal Home Loan Bank
FHLBNY			Federal Home Loan Bank of New York
FHLMC			Federal Home Loan Mortgage Corporation
FRB			Federal Reserve Board
GAAP			U.S. Generally Accepted Accounting Principles
HTM			Held to maturity
NYSDFS			New York State Department of Financial Services
OREO			Other real estate owned
PCA			Prompt corrective action
PCD			Purchased with credit deterioration
PCI			Purchased credit impaired
ROU			Right-of-use
Sarbanes-Oxley			Sarbanes-Oxley Act of 2002
SBIC			Small business investment companies
SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933
SERP			Supplemental employee retirement plan
TDR			Troubled debt restructuring
Tompkins Annual Report			Tompkins Annual Report on Form 10-K for the year ended December 31, 2025
TIA			Tompkins Insurance Agencies, Inc.
Tompkins or the Company			Tompkins Financial Corporation

Item 1. Financial Statements

TOMPKINS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CONDITION


(In thousands, except share and per share data)(unaudited)	As of		As of
ASSETS	06/30/2026		12/31/2025
	(unaudited)		(audited)
Cash and noninterest bearing balances due from banks	$	71,691	$	50,717
Interest bearing balances due from banks	76,074		82,100
Cash and Cash Equivalents	147,765		132,817

Available-for-sale debt securities, at fair value (amortized cost of $1,419,889 at June 30, 2026 and $1,391,379 at December 31, 2025)	1,393,061		1,382,068
Held-to-maturity debt securities, at amortized cost (fair value of $281,495 at June 30, 2026 and $283,860 December 31, 2025)	312,562		312,528
Equity securities, at fair value	791		800
Loans held for sale	129		43,440
Total loans and leases, net of unearned income and deferred costs and fees	6,597,178		6,446,245
Less: Allowance for credit losses	58,479		57,671
Net Loans and Leases	6,538,699		6,388,574

Federal Home Loan Bank and other stock	32,041		32,307
Bank premises and equipment, net	71,242		72,418
Corporate owned life insurance	79,032		77,843
Goodwill	72,736		72,736
Accrued interest and other assets	153,464		152,737
Total Assets	8,801,522		8,668,268
LIABILITIES
Deposits:
Interest bearing:
Checking, savings and money market	3,793,249		3,742,402
Time	1,305,531		1,298,393
Noninterest bearing	1,930,331		1,896,967
Total Deposits	7,029,111		6,937,762

Federal funds purchased and securities sold under agreements to repurchase	181,710		95,569
Other borrowings	546,358		564,446

Other liabilities	84,411		132,114
Total Liabilities	7,841,590		7,729,891
EQUITY
Shareholders' equity:
Common Stock - par value $0.10 per share: Authorized 25,000,000 shares; Issued: 14,410,189 at June 30, 2026; and 14,449,845 at December 31, 2025	1,442		1,446
Additional paid-in capital	296,831		299,206
Retained earnings	698,243		662,161
Accumulated other comprehensive loss	(32,056)		(19,054)
Treasury stock, at cost – 90,521 shares at June 30, 2026, and 104,492 shares at December 31, 2025	(4,528)		(5,382)



Total Equity	959,932		938,377
Total Liabilities and Equity	$	8,801,522	$	8,668,268

See notes to unaudited consolidated financial statements.

TOMPKINS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended				Six Months Ended
(In thousands, except per share data) (Unaudited)	06/30/2026		06/30/2025		06/30/2026		06/30/2025
INTEREST AND DIVIDEND INCOME
Loans	$	90,087	$	82,293	$	177,210	$	160,923
Due from banks	193		187		359		362
Available-for-sale debt securities	13,896		9,311		27,598		18,040
Held-to-maturity debt securities	1,222		1,220		2,440		2,437
Federal Home Loan Bank and other stock	543		635		1,003		1,346
Total Interest and Dividend Income	105,941		93,646		208,610		183,108
INTEREST EXPENSE
Time certificates of deposits of $250,000 or more	4,192		4,140		8,670		8,647
Other deposits	22,338		23,339		43,869		45,482
Federal funds purchased and securities sold under agreements to repurchase	59		61		77		102

Other borrowings	5,369		5,976		10,150		12,085
Total Interest Expense	31,958		33,516		62,766		66,316
Net Interest Income	73,983		60,130		145,844		116,792
Less: Provision for credit loss expense	1,502		2,780		3,004		8,067
Net Interest Income After Provision for Credit Loss Expense	72,481		57,350		142,840		108,725
NONINTEREST INCOME
Insurance commissions and fees	0		9,609		0		21,208
Wealth management fees	5,229		4,964		10,495		10,083
Service charges on deposit accounts	1,816		1,790		3,611		3,595
Card services income	3,296		3,150		5,938		5,776
Other income	2,797		2,998		4,933		6,867
Net (loss) gain on securities transactions	(4)		1		(9)		15
Total Noninterest Income	13,134		22,512		24,968		47,544
NONINTEREST EXPENSE
Salaries and wages	22,955		26,368		44,903		51,345
Other employee benefits	5,875		7,162		12,682		14,262
Net occupancy expense of premises	3,296		3,108		6,751		6,678
Furniture and fixture expense	2,025		2,069		4,052		3,856
Other operating expense	12,915		12,916		26,404		26,089
Total Noninterest Expenses	47,066		51,623		94,792		102,230
Income Before Income Tax Expense	38,549		28,239		73,016		54,039
Income Tax Expense	9,245		6,768		17,638		12,889


Net Income	$	29,304	$	21,471	$	55,378	$	41,150
Basic Earnings Per Share	$	2.06	$	1.51	$	3.89	$	2.89
Diluted Earnings Per Share	$	2.04	$	1.50	$	3.86	$	2.87

See notes to unaudited consolidated financial statements.

TOMPKINS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended
(In thousands) (Unaudited)	06/30/2026		06/30/2025
Net income	$	29,304	$	21,471
Other comprehensive (loss) income, net of tax:
Available-for-sale debt securities:
Change in net unrealized gain (loss) during the period	(5,976)		7,044

Employee benefit plans:
Amortization of net retirement plan actuarial loss	(19)		14
Amortization of net retirement plan prior service cost	37		37
Other comprehensive (loss) income	(5,958)		7,095



Total comprehensive income	$	23,346	$	28,566


	Six Months Ended
(In thousands) (Unaudited)	06/30/2026		06/30/2025
Net Income	$	55,378	$	41,150
Other comprehensive income, net of tax:
Available-for-sale debt securities:
Change in net unrealized gain (loss) during the period	(13,138)		23,161

Employee benefit plans:


Amortization of net retirement plan actuarial loss	63		142
Amortization of net retirement plan prior service cost	73		74
Other comprehensive (loss) income	(13,002)		23,377


Total comprehensive income	$	42,376	$	64,527

See notes to unaudited consolidated financial statements.

TOMPKINS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended
(In thousands) (Unaudited)	06/30/2026		06/30/2025
OPERATING ACTIVITIES
Net income	$	55,378	$	41,150
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Provision for credit loss expense	3,004		8,067
Depreciation and amortization of premises, equipment, and software	4,627		4,253
Amortization of intangible assets	0		168
Earnings from corporate owned life insurance	(1,187)		(1,393)
Net amortization on securities	(5,846)		(1,071)
Amortization/accretion related to purchase accounting	(119)		(127)
Current year tax liability	(36,843)		(986)

Net (gain) loss on securities transactions	9		(15)


Net gain on sale of loans originated for sale	(1,457)		(1,045)
Proceeds from sale of loans originated for sale	44,691		35,630
(Increase)/decrease in loans originated for sale	(42,005)		(35,225)
(Increase)/decrease in loans held for sale	43,569		0
Net gain on sale of bank premises and equipment	(66)		15


Stock-based compensation expense	1,889		1,915
Increase in accrued interest receivable	(1,743)		(1,781)
Increase in accrued interest payable	361		387



Other, net	(5,933)		(9,756)
Net Cash Provided by Operating Activities	58,329		40,186
INVESTING ACTIVITIES
Proceeds from maturities, calls and principal paydowns of available-for-sale debt securities	95,366		119,492



Purchases of available-for-sale debt securities	(118,063)		(131,408)

Net increase in loans	(153,951)		(170,255)
Proceeds from sale/redemptions of Federal Home Loan Bank stock	61,840		63,342
Purchases of Federal Home Loan Bank and other stock	(61,575)		(58,216)
Proceeds from sale of bank premises and equipment	99		31
Purchases of bank premises, equipment and software	(4,345)		(2,022)
Purchase of corporate owned life insurance	(2)		0
Proceeds from redemption of corporate owned life insurance	0		1,006
Proceeds from sale of other real estate owned	0		16,130


Net Cash (Used in) Provided by Investing Activities	(180,631)		(161,900)
FINANCING ACTIVITIES
Net increase in demand, money market, and savings deposits	84,211		86,424
Net (decrease) increase in time deposits	7,254		157,689
Net increase in Federal funds purchased and securities sold under agreements to repurchase	86,141		90,075
Increase in other borrowings	206,112		276,776
Repayment of other borrowings	(224,200)		(394,327)
Cash dividends	(19,159)		(17,690)
Treasury stock issued	85		58
Repurchase of common stock	(2,780)		0


Net shares issued related to restricted stock awards	(405)		(121)
Net proceeds from exercise of stock options	(9)		(3)
Net Cash Provided by (Used in) Financing Activities	137,250		198,881
Net Increase in Cash and Cash Equivalents	14,948		77,167
Cash and cash equivalents, beginning of the period	132,817		134,398
Total Cash and Cash Equivalents at End of Period	$	147,765	$	212,551

See notes to unaudited consolidated financial statements.

TOMPKINS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended
(In thousands) (Unaudited)	06/30/2026		06/30/2025
Supplemental Information:
Cash paid during the year for - Interest	$	62,521	$	66,051
Cash paid during the year for - Taxes	54,350		13,755
Transfer of loans to other real estate owned	154		0
Transfer of loans to other assets	0		12,674

Right-of-use assets obtained in exchange for new lease liabilities	16		1,724

See notes to unaudited consolidated financial statements.

TOMPKINS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)


(In thousands except share and per share data) (Unaudited)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Treasury Stock		Total
Balances at April 1, 2025	$	1,447	$	299,013	$	547,887	$	(102,210)	$	(4,760)	$	741,377
Net income					21,471						21,471
Other comprehensive income							7,095				7,095
Total Comprehensive Income											28,566
Cash dividends ($0.62 per share)					(8,973)						(8,973)
Net exercise of stock options (77 shares)			(3)								(3)


Treasury stock activity (581 shares)			30						8		38
Stock-based compensation expense			884								884

Directors deferred compensation plan (2,710 shares)			173						(173)		0
Restricted stock activity ((3,546) shares)			(96)								(96)



Balances at June 30, 2025	$	1,447	$	300,001	$	560,385	$	(95,115)	$	(4,925)	$	761,793

Balances at April 1, 2026	$	1,443	$	297,181	$	678,575	$	(26,098)	$	(4,360)	$	946,741
Net income					29,304						29,304
Other comprehensive loss							(5,958)				(5,958)
Total Comprehensive Income											23,346
Cash dividends ($0.67 per share)					(9,636)						(9,636)
Net exercise of stock options (73 shares)			(7)								(7)
Common stock repurchased and returned to unissued status (11,787 shares)	(2)		(962)								(964)

Treasury stock activity (643 shares)			43						8		51
Stock-based compensation expense			806								806

Directors deferred compensation plan ((2,182) shares)			176						(176)		0
Restricted stock activity (930 shares)	1		(406)								(405)



Balances at June 30, 2026	$	1,442	$	296,831	$	698,243	$	(32,056)	$	(4,528)	$	959,932


(In thousands except share and per share data)(Unaudited)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Treasury Stock		Total
Balances at January 1, 2025	$	1,447	$	300,073	$	537,157	$	(118,492)	$	(6,741)	$	713,444

Net income					41,150						41,150
Other comprehensive income							23,377				23,377
Total Comprehensive Income											64,527
Cash dividends ($1.24 per share)					(17,922)						(17,922)
Net exercise of stock options (77 shares)			(3)								(3)


Treasury stock issued (1,130 shares)			58						15		73
Stock-based compensation expense			1,795								1,795

Directors deferred compensation plan ((31,878) shares)			(1,801)						1,801		0
Restricted stock activity (6,585 shares)			(121)								(121)


Balances at June 30, 2025	$	1,447	$	300,001	$	560,385	$	(95,115)	$	(4,925)	$	761,793

Balances at January 1, 2026	$	1,446	$	299,206	$	662,161	$	(19,054)	$	(5,382)	$	938,377

Net income					55,378						55,378
Other comprehensive loss							(13,002)				(13,002)
Total Comprehensive Income											42,376
Cash dividends ($1.34 per share)					(19,296)						(19,296)
Net exercise of stock options (109 shares)			(9)								(9)
Common stock repurchased and returned to unissued status (35,518 shares)	(4)		(2,776)								(2,780)

Treasury stock issued (1,357 shares)			85						17		102
Stock-based compensation expense			1,567								1,567

Directors deferred compensation plan ((12,614) shares)			(837)						837		0
Restricted stock activity (4,247 shares)			(405)								(405)


Balances at June 30, 2026	$	1,442	$	296,831	$	698,243	$	(32,056)	$	(4,528)	$	959,932

See notes to unaudited consolidated financial statements

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Business

Tompkins Financial Corporation ("Tompkins" or the "Company") is headquartered in Ithaca, New York and is registered as a Financial Holding Company 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 that offers a full array of products and services, including commercial and consumer banking, leasing, trust and investment management, and financial planning and wealth management. At June 30, 2026, the Company had one wholly-owned banking subsidiary, Tompkins Community Bank, which changed its name to Tompkins Bank & Trust effective July 20, 2026. Tompkins Bank & Trust provides a broad selection of trust and wealth management services under the Tompkins Financial Advisors brand, including investment management, trust and estate, and financial and tax planning services. On October 31, 2025, the Company sold all of the issued and outstanding shares of capital stock of its insurance subsidiary, Tompkins Insurance Agencies, Inc. ("TIA"), to Arthur J. Gallagher Risk Management Services, LLC ("Gallagher"). The Company’s principal offices are located at 118 E. Seneca Street, Ithaca, New York, 14850, and its telephone number is (888) 503-5753. The Company’s common stock is traded on the NYSE American under the symbol "TMP."

As a registered financial holding company, the Company is regulated under the Bank Holding Company Act of 1956 ("BHC Act"), as amended and is subject to examination and comprehensive regulation by the Federal Reserve Board ("FRB"). The Company is also subject to the jurisdiction of the Securities and Exchange Commission ("SEC") and is subject to disclosure and regulatory requirements under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Company is subject to the rules of the NYSE American for listed companies.

Tompkins Bank & Trust is subject to examination and comprehensive regulation by various regulatory authorities, including the Federal Deposit Insurance Corporation ("FDIC"), and the New York State Department of Financial Services ("NYSDFS"). Each of these agencies issues regulations and requires the filing of reports describing the activities and financial condition of the entities under its jurisdiction. Likewise, such agencies conduct examinations on a recurring basis to evaluate the safety and soundness of the institutions, and to test compliance with various regulatory requirements, including: consumer protection, privacy, fair lending, the Community Reinvestment Act, the Bank Secrecy Act, sales of non-deposit investments, electronic data processing, and trust department activities. These agencies also examine and regulate the trust business of Tompkins Bank & Trust.

2. Basis of Presentation

The unaudited consolidated financial statements included in this quarterly report do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles ("GAAP") for a full year presentation and certain disclosures have been condensed or omitted in accordance with rules and regulations of the SEC. In the application of certain accounting policies, management is required to make assumptions regarding the effect of matters that are inherently uncertain. These estimates and assumptions affect the reported amounts of certain assets, liabilities, revenues, and expenses in the unaudited consolidated financial statements. Different amounts could be reported under different conditions, or if different assumptions were used in the application of these accounting policies. The accounting policy that management considers critical in this respect is the determination of the allowance for credit losses. The Company has evaluated subsequent events for potential recognition and/or disclosure as of the date of these unaudited consolidated financial statements, and determined that no further disclosures were required.

In management’s opinion, the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year ended December 31, 2026. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Accounting Standards Pending Adoption

ASU No. 2023-06, "Disclosure Improvements" amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. The new guidance is intended to align GAAP requirements with those of the SEC. The ASU will become effective on the earlier of the date on which the SEC removes its related disclosure requirements from Regulation S-X or Regulation S-K, or June 30, 2027. Early adoption is prohibited. Adoption of ASU 2023-06 is not expected to have a material impact on our consolidated financial statements.

ASU No. 2024-03, "Disaggregation of Income Statement Expenses" requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense captions, including employee compensation, depreciation, and intangible asset amortization. Tompkins is required to adopt this ASU prospectively for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective application are permitted. Tompkins is currently evaluating the potential impact of ASU 2024-03 on our consolidated financial statements.

ASU No. 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements" was issued to improve the guidance within Topic 270, Interim Reporting, by clarifying applicability of the requirements. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Tompkins is currently evaluating the potential impact of ASU 2025-11 on our consolidated financial statements.

ASU No. 2025-12, "Codification Improvements" addresses suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to generally accepted accounting principles (GAAP). This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption is not expected to have a material impact on our consolidated financial statements.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

3. Securities

Available-for-Sale Debt Securities

The following table summarizes available-for-sale debt securities held by the Company at June 30, 2026 and December 31, 2025:


(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
June 30, 2026

U.S. Treasuries	$	45,665	$	70	$	2,008	$	43,727
Obligations of U.S. Government sponsored entities	348,968		2,960		12,797		339,131
Obligations of U.S. states and political subdivisions	80,649		4		5,199		75,454
Mortgage-backed securities – residential, issued by
U.S. Government agencies	301,450		215		4,846		296,819
U.S. Government sponsored entities	640,657		3,602		8,770		635,489

U.S. corporate debt securities	2,500		0		59		2,441
Total available-for-sale debt securities	$	1,419,889	$	6,851	$	33,679	$	1,393,061
December 31, 2025
U.S. Treasuries	$	55,492	$	213	$	1,925	$	53,780
Obligations of U.S. Government sponsored entities	354,128		5,928		11,653		348,403
Obligations of U.S. states and political subdivisions	81,517		7		5,214		76,310
Mortgage-backed securities – residential, issued by
U.S. Government agencies	315,001		852		2,357		313,496
U.S. Government sponsored entities	582,741		6,712		1,821		587,632

U.S. corporate debt securities	2,500		0		53		2,447
Total available-for-sale debt securities	$	1,391,379	$	13,712	$	23,023	$	1,382,068

Held-to-Maturity Debt Securities

The following table summarizes held-to-maturity debt securities held by the Company at June 30, 2026 and December 31, 2025:


(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
June 30, 2026
U.S. Treasuries	$	85,718	$	0	$	7,603	$	78,115
Obligations of U.S. Government sponsored entities	226,844		0		23,464		203,380

Total held-to-maturity debt securities	$	312,562	$	0	$	31,067	$	281,495
December 31, 2025
U.S. Treasuries	$	85,831	$	0	$	7,037	$	78,794
Obligations of U.S. Government sponsored entities	226,697		0		21,631		205,066

Total held-to-maturity debt securities	$	312,528	$	0	$	28,668	$	283,860

The Company may from time to time sell debt securities from its available-for-sale portfolio. There were no realized gains or losses on sales of available-for-sale debt securities for the three and six months ended June 30, 2026 and June 30, 2025. The Company's investment portfolio includes callable securities that may be called prior to maturity. There were no realized gains or losses on called available-for-sale or held-to-maturity debt securities for the three and six months ended June 30, 2026 and June 30, 2025. The Company recognized net losses on equity securities of $4,000 and $9,000 for the three and six months ended June 30, 2026, respectively, compared to net gains of $1,000 and $15,300 for the three and six months ended June 30, 2025, respectively, reflecting the change in fair value.

The following table summarizes available-for-sale debt securities that had unrealized losses at June 30, 2026, and December 31, 2025:


	Less than 12 Months				12 Months or Longer				Total
(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
June 30, 2026
U.S. Treasuries	$	0	$	0	$	28,876	$	2,008	$	28,876	$	2,008
Obligations of U.S. Government sponsored entities	49,276		485		140,991		12,312		190,267		12,797
Obligations of U.S. states and political subdivisions	5,280		31		60,510		5,168		65,790		5,199
Mortgage-backed securities – residential, issued by
U.S. Government agencies	242,854		4,616		11,387		230		254,241		4,846
U.S. Government sponsored entities	458,246		8,253		8,954		517		467,200		8,770
U.S. corporate debt securities	0		0		2,441		59		2,441		59
Total available-for-sale debt securities	$	755,656	$	13,385	$	253,159	$	20,294	$	1,008,815	$	33,679
December 31, 2025
U.S. Treasuries	$	0	$	0	$	38,936	$	1,925	$	38,936	$	1,925
Obligations of U.S. Government sponsored entities	0		0		141,606		11,653		141,606		11,653
Obligations of U.S. states and political subdivisions	2,530		2		65,279		5,212		67,809		5,214
Mortgage-backed securities – residential, issued by
U.S. Government agencies	179,250		2,129		12,051		228		191,301		2,357
U.S. Government sponsored entities	291,424		1,452		7,990		369		299,414		1,821
U.S. corporate debt securities	0		0		2,447		53		2,447		53
Total available-for-sale debt securities	$	473,204	$	3,583	$	268,309	$	19,440	$	741,513	$	23,023

The following table summarizes held-to-maturity debt securities that had unrealized losses at June 30, 2026 and December 31, 2025:


	Less than 12 Months				12 Months or Longer				Total
(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
June 30, 2026
U.S. Treasuries	$	0	$	0	$	78,115	$	7,603	$	78,115	$	7,603
Obligations of U.S. Government sponsored entities	0		0		203,380		23,464		203,380		23,464
Total held-to-maturity debt securities	$	0	$	0	$	281,495	$	31,067	$	281,495	$	31,067
December 31, 2025
U.S. Treasuries	$	0	$	0	$	78,794	$	7,037	$	78,794	$	7,037
Obligations of U.S. Government sponsored entities	0		0		205,066		21,631		205,066		21,631

Total held-to-maturity debt securities	$	0	$	0	$	283,860	$	28,668	$	283,860	$	28,668

The Company evaluates available-for-sale debt securities for expected credit losses ("ECL") in unrealized loss positions at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors.

Factors that may be indicative of ECL include, but are not limited to, the following:

•Extent to which the fair value is less than the amortized cost basis.

•Adverse conditions specifically related to the security, an industry, or geographic area (changes in technology, business practice).

•Payment structure of the debt security with respect to underlying issuer or obligor.

•Failure of the issuer to make scheduled payment of principal and/or interest.

•Changes to the rating of a security or issuer by a nationally recognized statistical rating organization.

•Changes in tax or regulatory guidelines that impact a security or underlying issuer.

For available-for-sale debt securities in an unrealized loss position, the Company evaluates the securities to determine whether the decline in the fair value below the amortized cost basis is the result of changes in interest rates or reflects a fundamental change in the creditworthiness of the underlying issuer. Any impairment that is not credit related is recognized in other comprehensive income (loss), net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses ("ACL") on the Consolidated Statements of Condition, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the ACL and the adjustment to net income may be reversed if conditions change.

Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management has made the accounting policy election to exclude accrued interest receivable on held-to-maturity debt securities from the estimate of credit losses. As of June 30, 2026, the held-to- maturity portfolio consisted of U.S. Treasury securities and securities issued by U.S. government-sponsored enterprises, including the Federal National Mortgage Agency and the Federal Farm Credit Banks Funding Corporation. U.S. Treasury securities are backed by the full faith and credit of and/or guaranteed by the U.S. government, and it is expected that the securities will not be settled at prices less than the amortized cost bases of the securities. Securities issued by U.S. government agencies or U.S. government-sponsored enterprises carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as "low-risk," and have a long history of zero credit loss. As such, the Company did not record an allowance for credit losses for these securities as of June 30, 2026 or December 31, 2025.

The gross unrealized losses reported for residential mortgage-backed securities relate to investment securities issued by U.S. government sponsored entities such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, and U.S. government agencies such as Government National Mortgage Association. The total gross unrealized losses, shown in the tables above, were primarily attributable to changes in interest rates and levels of market liquidity, relative to when the investment securities were purchased, and not due to the credit-related quality of the investment securities. The Company does

not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost.

The Company did not recognize any net credit impairment charge to earnings on investment securities in the second quarter of 2026 or the second quarter of 2025.

The amortized cost and estimated fair value of debt securities by contractual maturity are shown in the following table. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities are shown separately since they are not due at a single maturity date.


	June 30, 2026				December 31, 2025
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available-for-sale debt securities:
Due in one year or less	$	54,514	$	54,416	$	74,224	$	74,109
Due after one year through five years	223,063		213,547		238,913		231,336
Due after five years through ten years	198,050		190,647		180,500		175,495
Due after ten years	2,155		2,143		0		0
Total	477,782		460,753		493,637		480,940
Mortgage-backed securities	942,107		932,308		897,742		901,128
Total available-for-sale debt securities	$	1,419,889	$	1,393,061	$	1,391,379	$	1,382,068


	June 30, 2026				December 31, 2025
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Held-to-maturity debt securities:

Due after one year through five years	$	272,807	$	246,777	$	174,870	$	160,547
Due after five years through ten years	39,755		34,718		137,658		123,313
Total held-to-maturity debt securities	$	312,562	$	281,495	$	312,528	$	283,860

The Company also holds non-marketable Federal Home Loan Bank of New York ("FHLBNY") stock and non-marketable Atlantic Community Bankers Bank ("ACBB") stock, all of which are required to be held for regulatory purposes and for borrowing availability. The required investment in FHLB stock is tied to the Company’s borrowing levels with the FHLB. Holdings of FHLBNY stock and ACBB stock totaled $31.9 million and $95,000, respectively, at June 30, 2026. These securities are carried at par, which is also cost. The FHLBNY continues to pay dividends and repurchase stock. Quarterly, we evaluate our investment in the FHLB for impairment. We evaluate recent and long-term operating performance, liquidity, funding and capital positions, stock repurchase history, dividend history and impact of legislative and regulatory changes. Based on our most recent evaluation, as of June 30, 2026, we determined that no impairment write-downs were required.

4. Loans and Leases

Loans and leases at June 30, 2026 and December 31, 2025 were as follows:


(In thousands)	06/30/2026		12/31/2025
Commercial and industrial
Agriculture	$	117,956	$	114,475
Commercial and industrial other	1,073,179		986,173
Subtotal commercial and industrial	1,191,135		1,100,648
Commercial real estate
Construction	465,776		448,901
Agriculture	240,974		234,292
Commercial real estate other	3,002,459		2,978,842
Subtotal commercial real estate	3,709,209		3,662,035
Residential real estate
Home equity	243,648		227,654
Mortgages	1,363,611		1,363,532
Subtotal residential real estate	1,607,259		1,591,186
Consumer and other
Indirect	42		68
Consumer and other	84,316		86,399
Subtotal consumer and other	84,358		86,467
Leases	8,903		10,413
Total loans and leases	6,600,864		6,450,749
Less: unearned income and deferred costs and fees	(3,686)		(4,504)
Total loans and leases, net of unearned income and deferred costs and fees	$	6,597,178	$	6,446,245

The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. Management reviews these policies and procedures on a regular basis. The Company discussed its lending policies and underwriting guidelines for its various lending portfolios in Note 4 – "Loans and Leases" in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes in these policies and guidelines since the date of that report. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan origination, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments are due. Generally loans are placed on nonaccrual status if principal or interest payments become 90 days or more contractually past due and/or management deems the collectability of the principal and/or interest to be in question as well as when required by regulatory agencies. When interest accrual is discontinued, all unpaid accrued interest is reversed. Payments received on loans on nonaccrual are generally applied to reduce the principal balance of the loan. Loans are generally returned to accrual status when all the principal and interest amounts contractually due are brought current, the borrower has established a payment history, and future payments are reasonably assured. When management determines that the collection of principal in full is not probable, management will charge-off a partial amount or full amount of the loan balance. Management considers specific facts and circumstances relative to each individual credit in making such a determination. For residential and consumer loans, management uses specific regulatory guidance and thresholds for determining charge-offs.

The below tables are an age analysis of past due loans, segregated by class of loans and leases, as of June 30, 2026 and December 31, 2025:


(In thousands)	30-59 Days		60-89 Days		90 Days or More		Total Past Due		Current Loans		Total Loans
June 30, 2026

Commercial and industrial
Agriculture	$	0	$	30	$	163	$	193	$	117,763	$	117,956
Commercial and industrial other	581		976		7,520		9,077		1,064,102		1,073,179
Subtotal commercial and industrial	581		1,006		7,683		9,270		1,181,865		1,191,135
Commercial real estate
Construction	0		0		0		0		465,776		465,776
Agriculture	62		606		0		668		240,306		240,974
Commercial real estate other	0		73		21,241		21,314		2,981,145		3,002,459
Subtotal commercial real estate	62		679		21,241		21,982		3,687,227		3,709,209
Residential real estate
Home equity	650		141		2,672		3,463		240,185		243,648
Mortgages	0		1,283		9,941		11,224		1,352,387		1,363,611
Subtotal residential real estate	650		1,424		12,613		14,687		1,592,572		1,607,259
Consumer and other
Indirect	0		0		0		0		42		42
Consumer and other	198		66		138		402		83,914		84,316
Subtotal consumer and other	198		66		138		402		83,956		84,358
Leases	0		0		0		0		8,903		8,903
Total loans and leases	1,491		3,175		41,675		46,341		6,554,523		6,600,864
Less: unearned income and deferred costs and fees	0		0		0		0		(3,686)		(3,686)
Total loans and leases, net of unearned income and deferred costs and fees	$	1,491	$	3,175	$	41,675	$	46,341	$	6,550,837	$	6,597,178


(In thousands)	30-59 Days		60-89 Days		90 Days or More		Total Past Due		Current Loans		Total Loans
December 31, 2025

Commercial and industrial
Agriculture	$	4	$	0	$	0	$	4	$	114,471	$	114,475
Commercial and industrial other	1,818		1,543		5,136		8,497		977,676		986,173
Subtotal commercial and industrial	1,822		1,543		5,136		8,501		1,092,147		1,100,648
Commercial real estate
Construction	0		0		17,302		17,302		431,599		448,901
Agriculture	69		0		0		69		234,223		234,292
Commercial real estate other	474		775		4,507		5,756		2,973,086		2,978,842
Subtotal commercial real estate	543		775		21,809		23,127		3,638,908		3,662,035
Residential real estate
Home equity	1,286		107		2,040		3,433		224,221		227,654
Mortgages	0		2,331		8,225		10,556		1,352,976		1,363,532
Subtotal residential real estate	1,286		2,438		10,265		13,989		1,577,197		1,591,186
Consumer and other
Indirect	0		0		0		0		68		68
Consumer and other	295		104		191		590		85,809		86,399
Subtotal consumer and other	295		104		191		590		85,877		86,467
Leases	0		0		0		0		10,413		10,413
Total loans and leases	3,946		4,860		37,401		46,207		6,404,542		6,450,749
Less: unearned income and deferred costs and fees	0		0		0		0		(4,504)		(4,504)
Total loans and leases, net of unearned income and deferred costs and fees	$	3,946	$	4,860	$	37,401	$	46,207	$	6,400,038	$	6,446,245

The following tables present the amortized cost basis of loans and leases on nonaccrual status and the amortized cost basis of loans on nonaccrual status for which there was no related allowance for credit losses. The below tables are an age analysis of nonaccrual loans segregated by class of loans and leases, as of June 30, 2026 and December 31, 2025:


(In thousands)	Nonaccrual Loans and Leases with no ACL		Nonaccrual Loans and Leases		Loans and Leases Past Due Over 89 Days and Accruing		Nonaccrual Loans and Leases with no ACL		Nonaccrual Loans and Leases		Loans and Leases Past Due Over 89 Days and Accruing
	June 30, 2026						December 31, 2025

Commercial and industrial
Agriculture	$	0	$	163	$	0	$	0	$	0	$	0
Commercial and industrial other	6,175		10,253		0		4,565		8,305		0
Subtotal commercial and industrial	6,175		10,416		0		4,565		8,305		0
Commercial real estate
Construction	1,325		1,325		0		0		17,303		0
Agriculture	0		63		0		0		92		0
Commercial real estate other	1,766		22,560		0		1,463		5,469		0
Subtotal commercial real estate	3,091		23,948		0		1,463		22,864		0
Residential real estate
Home equity	42		3,171		0		232		2,624		0
Mortgages	1,428		14,836		1		1,570		13,931		1
Subtotal residential real estate	1,470		18,007		1		1,802		16,555		1
Consumer and other

Consumer and other	0		55		121		0		70		145
Subtotal consumer and other	0		55		121		0		70		145

Total loans and leases	$	10,736	$	52,426	$	122	$	7,830	$	47,794	$	146

The Company did not recognize any interest income on nonaccrual loans during the three and six months ended June 30, 2026 and 2025.

5. Allowance for Credit Losses

Management reviews the appropriateness of the allowance for credit losses ("allowance" or "ACL") on a regular basis. Management considers the accounting policy relating to the allowance to be a critical accounting policy, given the inherent uncertainty in evaluating the levels of the allowance required to cover credit losses in the portfolio and the material effect that assumptions could have on the Company’s results of operations. The Company has developed a methodology to measure the amount of estimated credit loss exposure inherent in the loan portfolio to assure that an appropriate allowance is maintained. The Company’s methodology is based upon guidance provided in SEC Staff Accounting Bulletin No. 119, Measurement of Credit Losses on Financial Instruments ("CECL"), and Financial Instruments - Credit Losses and ASC Topic 326, Financial Instruments - Credit Losses.

The Company uses a Discounted Cash Flow ("DCF") method to estimate expected credit losses for all loan segments excluding the leasing segment. For each of these loan segments, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, recovery lag, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on internal historical data.

The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers. For all loans utilizing the DCF method, management utilizes forecasts of national unemployment and a one year percentage change in national gross domestic product as loss drivers in the model.

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over eight quarters on a straight-line basis. Management leverages economic projections

from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts, and scenario weightings, are also considered by management when developing the forecast metrics.

Due to the size and characteristics of the leasing portfolio, the Company uses the remaining life method, using the historical loss rate of the commercial and industrial segment, to determine the allowance for credit losses.

The combination of adjustments for credit expectations and timing expectations produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce a net present value of expected cash flows ("NPV"). An ACL is established for the difference between the NPV and amortized cost basis.

Since the methodology is based upon historical experience and trends, current conditions, and reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimates. In addition, various federal and State regulatory agencies, as part of their examination process, review the Company's allowance and may require the Company to recognize additions to the allowance based on their judgments and information available to them at the time of their examinations.

Loan Commitments and Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancellable, through a charge to credit loss expense for off-balance sheet credit exposures included in provision expense in the Company's consolidated statements of income.

The following tables detail activity in the allowance for credit losses on loans and leases for the three and six months ended June 30, 2026 and 2025. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.


(In thousands)	Commercial & Industrial		Commercial Real Estate		Residential Real Estate		Consumer and Other		Finance Leases		Total
Three Months Ended June 30, 2026
Allowance for credit losses:
Beginning balance	$	10,723	$	35,568	$	10,566	$	1,191	$	60	$	58,108
Charge-offs	(790)		0		(682)		(424)		0		(1,896)
Recoveries	102		0		76		127		0		305
Provision (credit) for credit loss expense	1,397		267		90		211		(3)		1,962
Ending Balance	$	11,432	$	35,835	$	10,050	$	1,105	$	57	$	58,479
Three Months Ended June 30, 2025
Allowance for credit losses:
Beginning balance	$	8,618	$	39,308	$	11,542	$	1,497	$	58	$	61,023
Charge-offs	(13)		(4,882)		0		(518)		0		(5,413)
Recoveries	9		2		8		140		0		159
Provision (credit) for credit loss expense	546		1,337		515		390		(2)		2,786
Ending Balance	$	9,160	$	35,765	$	12,065	$	1,509	$	56	$	58,555


(In thousands)	Commercial & Industrial		Commercial Real Estate		Residential Real Estate		Consumer and Other		Finance Leases		Total
Six Months Ended June 30, 2026
Allowance for credit losses:
Beginning balance	$	10,234	$	35,255	$	10,893	$	1,230	$	59	$	57,671

Charge-offs	(1,126)		0		(932)		(840)		0		(2,898)
Recoveries	119		6		139		268		0		532
Provision (credit) for credit loss expense	2,205		574		(50)		447		(2)		3,174
Ending Balance	$	11,432	$	35,835	$	10,050	$	1,105	$	57	$	58,479
Six Months Ended June 30, 2025
Allowance for credit losses:
Beginning balance	$	7,684	$	35,837	$	11,345	$	1,568	$	62	$	56,496

Charge-offs	(198)		(4,882)		0		(1,297)		0		(6,377)
Recoveries	51		4		35		300		0		390
Provision (credit) for credit loss expense	1,623		4,806		685		938		(6)		8,046
Ending Balance	$	9,160	$	35,765	$	12,065	$	1,509	$	56	$	58,555

The following tables detail activity in the liabilities for off-balance sheet credit exposures for the three and six months ended June 30, 2026 and 2025:


(In thousands)	2026		2025
Three Months Ended June 30,
Liabilities for off-balance sheet credit exposures at beginning of period	$	1,723	$	1,490
Provision (Credit) for credit loss expense related to off-balance sheet credit exposures	(460)		(6)
Liabilities for off-balance sheet credit exposures at end of period	$	1,263	$	1,484
Six Months Ended June 30,
Liabilities for off-balance sheet credit exposures at beginning of period	$	1,433	$	1,463

Provision (Credit) for credit loss expense related to off-balance sheet credit exposures	(170)		21
Liabilities for off-balance sheet credit exposures at end of period	$	1,263	$	1,484

The following tables present the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses allocated to these loans, as of June 30, 2026 and December 31, 2025:


(In thousands)	Real Estate		Business Assets		Other		Total		ACL Allocation
June 30, 2026
Commercial and Industrial	$	3,236	$	4,989	$	0	$	8,225	$	1,055
Commercial Real Estate	22,121		0		0		22,121		880


Total Loans and Leases	$	25,357	$	4,989	$	0	$	30,346	$	1,935
December 31, 2025
Commercial and Industrial	$	482	$	4,565	$	0	$	5,047	$	250
Commercial Real Estate	21,052		0		0		21,052		1,178


Total Loans and Leases	$	21,534	$	4,565	$	0	$	26,099	$	1,428

Loan Modifications to Borrowers Experiencing Financial Difficulty

When the Company modifies loans to borrowers experiencing financial difficulty, the modifications may include interest rate reductions, principal or interest forgiveness, forbearances, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral.

The following tables show the amortized cost basis as of June 30, 2026 and December 31, 2025 of the modified loans to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted:


(In thousands)	Term Extension		Interest Rate Reduction		Payment Delay and Term Extension		Term Extension and Interest Rate Reduction		Payment Delay		Total		% of Total Class of Loans and Leases
June 30, 2026
Commercial and Industrial

Commercial and industrial other	$	396	$	219	$	0	$	0	$	0	$	615	0.06	%

Subtotal commercial and industrial	396		219		0		0		0		615		0.05	%
Commercial Real Estate


Commercial real estate other	0		3,258		0		0		376		3,634		0.12	%
Subtotal commercial real estate	0		3,258		0		0		376		3,634		0.10	%
Residential
Home equity	0		0		0		49		0		49		0.02	%
Mortgages	0		0		0		294		922		1,216		0.09	%
Subtotal residential	0		0		0		343		922		1,265		0.08	%
Consumer

Consumer and other	23		0		0		0		0		23		0.03	%
Subtotal consumer	23		0		0		0		0		23		0.03	%
Total loans and leases	$	419	$	3,477	$	0	$	343	$	1,298	$	5,537	0.08	%


(In thousands)	Term Extension		Interest Rate Reduction		Payment Delay and Term Extension		Term Extension and Interest Rate Reduction		Payment Delay		Total		% of Total Class of Loans and Leases
December 31, 2025
Commercial and Industrial

Commercial and industrial other	$	101	$	410	$	0	$	262	$	0	$	773	0.08	%
Subtotal commercial and industrial	101		410		0		262		0		773		0.07	%
Commercial Real Estate


Commercial real estate other	0		2,856		0		0		382		3,238		0.11	%
Subtotal commercial real estate	0		2,856		0		0		382		3,238		0.09	%
Residential
Home equity	0		0		0		50		0		50		0.02	%
Mortgages	0		0		0		109		953		1,062		0.08	%
Subtotal residential	0		0		0		159		953		1,112		0.07	%
Consumer

Consumer and other	23		0		0		0		0		23		0.03	%
Subtotal consumer	23		0		0		0		0		23		0.03	%
Total loans and leases	$	124	$	3,266	$	0	$	421	$	1,335	$	5,146	0.08	%

There were no loan modifications made to borrowers experiencing financial difficulty that defaulted during the three and six months ended June 30, 2026 and December 31, 2025.

The following tables show the aging analysis of loan modifications made to borrowers experiencing financial difficulty as of June 30, 2026 and December 31, 2025:


	Payment Status (Amortized Cost Basis)
(In thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Non-Accrual		Total
June 30, 2026
Commercial and Industrial

Commercial and industrial other	$	412	$	0	$	0	$	0	$	203	$	615
Subtotal commercial and industrial	412		0		0		0		203		615
Commercial Real Estate


Commercial real estate other	3,161		0		0		0		473		3,634
Subtotal commercial real estate	3,161		0		0		0		473		3,634
Residential Real Estate
Home equity	49		0		0		0		0		49
Mortgages	256		0		0		0		960		1,216
Subtotal residential real estate	305		0		0		0		960		1,265
Consumer and Other

Consumer and other	23		0		0		0		0		23
Subtotal consumer and other	23		0		0		0		0		23
Total	$	3,901	$	0	$	0	$	0	$	1,636	$	5,537


	Payment Status (Amortized Cost Basis)
(In thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Non-Accrual		Total
December 31, 2025
Commercial and Industrial

Commercial and industrial other	$	474	$	262	$	0	$	0	$	37	$	773
Subtotal commercial and industrial	474		262		0		0		37		773
Commercial Real Estate


Commercial real estate other	3,238		0		0		0		0		3,238
Subtotal commercial real estate	3,238		0		0		0		0		3,238
Residential Real Estate
Home equity	50		0		0		0		0		50
Mortgages	260		0		0		0		802		1,062
Subtotal residential real estate	310		0		0		0		802		1,112
Consumer and Other

Consumer and other	23		0		0		0		0		23
Subtotal consumer and other	23		0		0		0		0		23
Total	$	4,045	$	262	$	0	$	0	$	839	$	5,146

The following tables present credit quality indicators by total loans on an amortized cost basis by origination year as of June 30, 2026 and December 31, 2025:


June 30, 2026
(In thousands)	2026		2025		2024		2023		2022		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total Loans
Commercial and Industrial - Other:
Pass	$	119,163	$	160,508	$	102,034	$	66,515	$	45,778	$	140,814	$	377,022	$	21,708	$	1,033,542
Special Mention	0		285		1,190		62		12		1,315		24,823		627		28,314
Substandard	0		55		941		1,301		1,058		1,043		6,925		0		11,323
Total Commercial and Industrial - Other	$	119,163	$	160,848	$	104,165	$	67,878	$	46,848	$	143,172	$	408,770	$	22,335	$	1,073,179
Current-period gross writeoffs	$	0	$	223	$	496	$	250	$	451	$	96	$	0	$	0	$	1,516
Commercial and Industrial - Agriculture:
Pass	$	13,343	$	9,327	$	7,834	$	22,134	$	6,381	$	4,202	$	54,349	$	314	$	117,884
Special Mention	0		0		0		0		0		14		0		0		14
Substandard	0		22		0		0		3		17		16		0		58
Total Commercial and Industrial - Agriculture	$	13,343	$	9,349	$	7,834	$	22,134	$	6,384	$	4,233	$	54,365	$	314	$	117,956
Current-period gross writeoffs	$	0	$	50	$	0	$	0	$	0	$	0	$	0	$	0	$	50
Commercial Real Estate
Pass	$	111,679	$	412,690	$	324,192	$	258,522	$	289,184	$	1,483,571	$	13,735	$	14,594	$	2,908,167
Special Mention	0		8,280		0		7,422		7,356		27,655		0		0		50,713
Substandard	0		0		1,442		926		1,701		21,519		689		17,302		43,579
Total Commercial Real Estate	$	111,679	$	420,970	$	325,634	$	266,870	$	298,241	$	1,532,745	$	14,424	$	31,896	$	3,002,459
Current-period gross writeoffs	$	0	$	0	$	98	$	0	$	394	$	0	$	0	$	0	$	492
Commercial Real Estate - Agriculture:
Pass	$	16,595	$	27,762	$	24,145	$	10,980	$	39,194	$	114,313	$	5,728	$	2,025	$	240,742
Special Mention	0		0		0		0		0		137		0		0		137
Substandard	0		0		0		0		0		95		0		0		95
Total Commercial Real Estate - Agriculture	$	16,595	$	27,762	$	24,145	$	10,980	$	39,194	$	114,545	$	5,728	$	2,025	$	240,974
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Commercial Real Estate - Construction
Pass	$	0	$	3,228	$	31,423	$	53,580	$	18,171	$	14,417	$	328,773	$	10,406	$	459,998
Special Mention	0		0		0		0		0		0		4,453		0		4,453
Substandard	0		0		1,325		0		0		0		0		0		1,325
Total Commercial Real Estate - Construction	$	0	$	3,228	$	32,748	$	53,580	$	18,171	$	14,417	$	333,226	$	10,406	$	465,776
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


(In thousands)	2026		2025		2024		2023		2022		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total Loans
Residential - Home Equity
Performing	$	947	$	1,468	$	743	$	1,229	$	1,147	$	16,658	$	216,891	$	1,394	$	240,477
Nonperforming	0		0		0		0		0		1,438		1,733		0		3,171
Total Residential - Home Equity	$	947	$	1,468	$	743	$	1,229	$	1,147	$	18,096	$	218,624	$	1,394	$	243,648
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Residential - Mortgages
Performing	$	58,368	$	111,963	$	98,349	$	115,060	$	153,980	$	811,055	$	0	$	0	$	1,348,775
Nonperforming	0		273		523		658		815		12,567		0		0		14,836
Total Residential - Mortgages	$	58,368	$	112,236	$	98,872	$	115,718	$	154,795	$	823,622	$	0	$	0	$	1,363,611
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Consumer - Direct
Performing	$	21,586	$	19,263	$	8,868	$	9,332	$	6,375	$	16,726	$	2,111	$	0	$	84,261
Nonperforming	0		7		13		13		6		14		2		0		55
Total Consumer - Direct	$	21,586	$	19,270	$	8,881	$	9,345	$	6,381	$	16,740	$	2,113	$	0	$	84,316
Current-period gross writeoffs	$	647	$	70	$	50	$	10	$	20	$	43	$	0	$	0	$	840
Consumer - Indirect
Performing	$	0	$	0	$	0	$	0	$	0	$	42	$	0	$	0	$	42
Nonperforming	0		0		0		0		0		0		0		0		0
Total Consumer - Indirect	$	0	$	0	$	0	$	0	$	0	$	42	$	0	$	0	$	42
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


December 31, 2025
(In thousands)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total Loans
Commercial and Industrial - Other:
Pass	$	178,999	$	111,528	$	81,883	$	73,977	$	37,104	$	126,706	$	316,314	$	8,606	$	935,117
Special Mention	9,871		9,447		90		1,154		178		1,468		21,037		0		43,245
Substandard	0		423		1,433		0		390		192		5,032		341		7,811
Total Commercial and Industrial - Other	$	188,870	$	121,398	$	83,406	$	75,131	$	37,672	$	128,366	$	342,383	$	8,947	$	986,173
Current-period gross writeoffs	$	526	$	597	$	85	$	66	$	254	$	13	$	0	$	0	$	1,541
Commercial and Industrial - Agriculture:
Pass	$	11,890	$	9,337	$	24,659	$	7,539	$	1,418	$	3,852	$	55,263	$	470	$	114,428
Special Mention	0		0		0		0		22		25		0		0		47
Substandard	0		0		0		0		0		0		0		0		0
Total Commercial and Industrial - Agriculture	$	11,890	$	9,337	$	24,659	$	7,539	$	1,440	$	3,877	$	55,263	$	470	$	114,475
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Commercial Real Estate
Pass	$	409,529	$	320,178	$	256,566	$	310,051	$	374,436	$	1,204,064	$	19,291	$	19,216	$	2,913,331
Special Mention	6,500		305		927		1,961		1,362		45,932		0		0		56,987
Substandard	0		399		927		1,149		1,461		3,804		784		0		8,524
Total Commercial Real Estate	$	416,029	$	320,882	$	258,420	$	313,161	$	377,259	$	1,253,800	$	20,075	$	19,216	$	2,978,842
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	2,000	$	5,310	$	0	$	0	$	7,310
Commercial Real Estate - Agriculture:
Pass	$	26,485	$	23,114	$	11,133	$	41,082	$	20,087	$	103,609	$	4,488	$	4,026	$	234,024
Special Mention	0		0		0		0		0		141		0		0		141
Substandard	0		0		0		0		0		127		0		0		127
Total Commercial Real Estate - Agriculture	$	26,485	$	23,114	$	11,133	$	41,082	$	20,087	$	103,877	$	4,488	$	4,026	$	234,292
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Commercial Real Estate - Construction
Pass	$	0	$	13,222	$	30,274	$	1,542	$	15,688	$	349	$	344,568	$	25,659	$	431,302
Special Mention	0		0		0		0		0		0		297		0		297
Substandard	0		0		0		0		0		0		17,302		0		17,302
Total Commercial Real Estate - Construction	$	0	$	13,222	$	30,274	$	1,542	$	15,688	$	349	$	362,167	$	25,659	$	448,901
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


(In thousands)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total Loans
Residential - Home Equity
Performing	$	1,613	$	767	$	1,448	$	1,309	$	795	$	17,309	$	200,118	$	1,671	$	225,030
Nonperforming	0		0		0		0		0		1,382		1,242		0		2,624
Total Residential - Home Equity	$	1,613	$	767	$	1,448	$	1,309	$	795	$	18,691	$	201,360	$	1,671	$	227,654
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Residential - Mortgages
Performing	$	113,023	$	104,677	$	120,785	$	160,682	$	220,793	$	629,641	$	0	$	0	$	1,349,601
Nonperforming	103		294		878		982		1,037		10,637		0		0		13,931
Total Residential - Mortgages	$	113,126	$	104,971	$	121,663	$	161,664	$	221,830	$	640,278	$	0	$	0	$	1,363,532
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Consumer - Direct
Performing	$	34,987	$	11,109	$	11,207	$	7,430	$	6,887	$	12,427	$	2,282	$	0	$	86,329
Nonperforming	0		0		2		21		0		40		7		0		70
Total Consumer - Direct	$	34,987	$	11,109	$	11,209	$	7,451	$	6,887	$	12,467	$	2,289	$	0	$	86,399
Current-period gross writeoffs	$	2,220	$	15	$	17	$	17	$	20	$	55	$	0	$	0	$	2,344
Consumer - Indirect
Performing	$	0	$	0	$	0	$	0	$	17	$	51	$	0	$	0	$	68
Nonperforming	0		0		0		0		0		0		0		0		0
Total Consumer - Indirect	$	0	$	0	$	0	$	0	$	17	$	51	$	0	$	0	$	68
Current-period gross writeoffs	$	0	$	0	$	0	$	0	$	0	$	15	$	0	$	0	$	15

6. Earnings Per Share

Earnings per share in the table below, for the three and six month periods ended June 30, 2026 and 2025 are calculated under the two-class method as required by ASC Topic 260, Earnings Per Share (ASC 260). ASC 260 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Prior to 2019, the Company issued restricted stock awards that contained such rights and are therefore considered participating securities. Since 2019, the Company has issued restricted stock awards that do not have nonforfeitable rights to dividends and are therefore not considered participating securities. Basic earnings per common share are calculated by dividing net income allocable to common stock by the weighted average number of common shares, excluding participating securities, during the period. Diluted earnings per common share include the dilutive effect of participating securities.


	Three Months Ended				Six Months Ended
(In thousands, except share and per share data)	6/30/2026		6/30/2025		6/30/2026		6/30/2025
Basic
Net income available to common shareholders	$	29,304	$	21,471	$	55,378	$	41,150
Less: income attributable to unvested stock-based compensation awards	0		0		0		0
Net earnings allocated to common shareholders	29,304		21,471		55,378		41,150
Weighted average shares outstanding, including unvested stock-based compensation awards	14,383,667		14,433,857		14,399,857		14,434,245
Less: average unvested stock-based compensation awards	(158,695)		(187,462)		(161,977)		(187,979)
Weighted average shares outstanding - Basic	14,224,972		14,246,395		14,237,880		14,246,266
Diluted
Net earnings allocated to common shareholders	29,304		21,471		55,378		41,150
Weighted average shares outstanding - Basic	14,224,972		14,246,395		14,237,880		14,246,266
Plus: incremental shares from assumed conversion of stock-based compensation awards	108,418		73,730		102,481		73,515
Weighted average shares outstanding - Diluted	14,333,390		14,320,125		14,340,361		14,319,781
Basic EPS	$	2.06	$	1.51	$	3.89	$	2.89
Diluted EPS	$	2.04	$	1.50	$	3.86	$	2.87

Stock-based compensation awards representing 914 and 12,817 common shares during the three months ended June 30, 2026 and 2025, respectively, were not included in the computations of diluted earnings per common share because the effect on those periods would have been anti-dilutive.

Stock-based compensation awards representing approximately 4,541 and 13,151 common shares during the six months ended June 30, 2026 and 2025, respectively were not included in the computations of diluted earnings per common share because the effect on those periods would have been anti-dilutive.

7. Other Comprehensive Income (Loss)

The following tables present reclassifications out of accumulated other comprehensive income (loss) for the three and six month periods ended June 30, 2026 and 2025:


	Three Months Ended
(In thousands)	Before-Tax Amount		Tax (Expense) Benefit		Net of Tax
June 30, 2026
Available-for-sale debt securities:
Change in net unrealized (loss) gain during the period	$	(7,968)	$	1,992	$	(5,976)

Net unrealized (losses) gains	(7,968)		1,992		(5,976)
Employee benefit plans:
Amortization of net retirement plan actuarial gain (loss)	(26)		7		(19)
Amortization of net retirement plan prior service cost	48		(11)		37
Employee benefit plans	22		(4)		18
Other comprehensive loss	$	(7,946)	$	1,988	$	(5,958)
June 30, 2025
Available-for-sale debt securities:
Change in net unrealized (loss) gain during the period	$	9,392	$	(2,348)	$	7,044

Net unrealized gains (losses)	9,392		(2,348)		7,044
Employee benefit plans:
Amortization of net retirement plan actuarial gain (loss)	19		(5)		14
Amortization of net retirement plan prior service cost	49		(12)		37
Employee benefit plans	68		(17)		51
Other comprehensive income	$	9,460	$	(2,365)	$	7,095


	Six Months Ended
(In thousands)	Before-Tax Amount		Tax (Expense) Benefit		Net of Tax
June 30, 2026
Available-for-sale debt securities:
Change in net unrealized (loss) gain during the period	$	(17,517)	$	4,379	$	(13,138)

Net unrealized (losses) gains	(17,517)		4,379		(13,138)
Employee benefit plans:
Amortization of net retirement plan actuarial gain (loss)	83		(20)		63
Amortization of net retirement plan prior service cost	97		(24)		73
Employee benefit plans	180		(44)		136
Other comprehensive loss	$	(17,337)	$	4,335	$	(13,002)
June 30, 2025
Available-for-sale debt securities:
Change in net unrealized gain (loss) during the period	$	30,881	$	(7,720)	$	23,161

Net unrealized gains (losses)	30,881		(7,720)		23,161
Employee benefit plans:
Amortization of net retirement plan actuarial gain (loss)	190		(48)		142
Amortization of net retirement plan prior service cost	98		(24)		74
Employee benefit plans	288		(72)		216
Other comprehensive income	$	31,169	$	(7,792)	$	23,377

The following table presents the activity in our accumulated other comprehensive (loss) income for the periods indicated:


(In thousands)	Available-for- Sale Debt Securities		Employee Benefit Plans		Accumulated Other Comprehensive (Loss) Income
Balance at April 1, 2026	$	(14,146)	$	(11,952)	$	(26,098)
Other comprehensive income before reclassifications	(5,976)		0		(5,976)
Amounts reclassified from accumulated other comprehensive (loss) income	0		18		18
Net current-period other comprehensive (loss) income	(5,976)		18		(5,958)
Balance at June 30, 2026	$	(20,122)	$	(11,934)	$	(32,056)
Balance at January 1, 2026	$	(6,984)	$	(12,070)	$	(19,054)
Other comprehensive income (loss) before reclassifications	(13,138)		0		(13,138)
Amounts reclassified from accumulated other comprehensive income (loss)	0		136		136
Net current-period other comprehensive (loss) income	(13,138)		136		(13,002)
Balance at June 30, 2026	$	(20,122)	$	(11,934)	$	(32,056)


(In thousands)	Available-for- Sale Debt Securities		Employee Benefit Plans		Accumulated Other Comprehensive (Loss) Income
Balance at April 1, 2025	$	(85,577)	$	(16,633)	$	(102,210)
Other comprehensive loss before reclassifications	7,044		0		7,044
Amounts reclassified from accumulated other comprehensive (loss) income	0		51		51
Net current-period other comprehensive income (loss)	7,044		51		7,095
Balance at June 30, 2025	$	(78,533)	$	(16,582)	$	(95,115)
Balance at January 1, 2025	$	(101,694)	$	(16,798)	$	(118,492)
Other comprehensive loss before reclassifications	23,161		0		23,161
Amounts reclassified from accumulated other comprehensive (loss) income	0		216		216
Net current-period other comprehensive income (loss)	23,161		216		23,377
Balance at June 30, 2025	$	(78,533)	$	(16,582)	$	(95,115)

The following tables present the amounts reclassified out of each component of accumulated other comprehensive (loss) income for the three and six months ended June 30, 2026 and 2025:


Details about Accumulated other Comprehensive Income (Loss) Components (In thousands)	Amount Reclassified from Accumulated Other Comprehensive (Loss) Income1				Affected Line Item in the Statement Where Net Income is Presented
	06/30/2026		06/30/2025
Three Months Ended
Available-for-sale debt securities:
Unrealized gains and losses on available-for-sale debt securities	$	0	$	0	Net gain (loss) on securities transactions
	0		0		Income tax expense
	0		0		Net of tax
Employee benefit plans:
Amortization of the following2
Net retirement plan actuarial loss	26		(19)		Other operating expense
Net retirement plan prior service cost	(48)		(49)		Other operating expense
	(22)		(68)		Total before tax
	4		17		Income tax expense
	$	(18)	$	(51)	Net of tax
Six Months Ended
Available-for-sale debt securities:
Unrealized gain (loss) on available-for-sale debt securities	$	0	$	0	Net loss on securities transactions
	0		0		Income tax expense
	0		0		Net of tax
Employee benefit plans:
Amortization of the following2
Net retirement plan actuarial gain (loss)	(83)		(190)		Other operating expense
Net retirement plan prior service cost	(97)		(98)		Other operating expense
	(180)		(288)		Total before tax
	44		72		Income tax expense
	$	(136)	$	(216)	Net of tax

1 Amounts in parentheses indicate debits in income statement.

2 The accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit cost (See Note 11 - "Employee Benefit Plans" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025).

8. Financial Guarantees

The Company currently does not issue any guarantees that would require liability recognition or disclosure, other than standby letters of credit. The Company extends standby letters of credit to its customers in the normal course of business. The standby letters of credit are generally short-term. As of June 30, 2026, the Company’s maximum potential obligation under standby letters of credit was $36.5 million, unchanged from December 31, 2025. Management uses the same credit policies to extend standby letters of credit that it uses for on-balance sheet lending decisions and may require collateral to support standby letters of credit based upon its evaluation of the counterparty. Management does not anticipate any significant losses as a result of these transactions, and has determined that the fair value of standby letters of credit is not significant.

9. Segment and Related Information

The Company manages its operations through two reportable business segments in accordance with the standards set forth in FASB ASC 280, "Segment Reporting": (i) banking and (ii) wealth management. The Company’s wealth management services, other than trust services, are managed separately from the banking segment.

On October 31, 2025, the Company sold all of the issued and outstanding shares of capital stock of its insurance subsidiary, TIA, to Gallagher. For the first 10 months of 2025, the Company had three operating segments: (i) banking, (ii) insurance services, and (iii) wealth management.

Banking

Tompkins Bank & Trust has twelve banking offices located in Ithaca, NY and surrounding communities; fourteen banking offices located in the Genesee Valley region of New York State, which includes Monroe County; twelve banking offices located in the counties north of New York City; and sixteen banking offices operating in southeastern Pennsylvania.

Wealth Management

The wealth management segment is generally organized under the Tompkins Financial Advisors brand. Tompkins Financial Advisors offers a comprehensive suite of financial services to customers, including trust and estate services, investment management and financial and insurance planning for individuals, corporate executives, small business owners and high net worth individuals. Tompkins Financial Advisors has offices in each of the Company’s regional markets.

Chief Operating Decision Maker

Our Chief Executive Officer ("CEO") is our chief operating decision maker. In order to allocate costs, capital and resources to each operating segment, we (i) identify the cost or opportunity value of funds within each business segment, (ii) measure the profitability of a particular business segment by relating appropriate costs to revenues, (iii) evaluate each business segment in a manner consistent with its economic impact on consolidated earnings, and (iv) enhance asset and liability pricing decisions. Our CEO reviews actual net income versus budgeted net income on a monthly basis to assess segment performance and to make decisions about allocating capital and personnel among the segments.

Segment Reporting

Summarized financial information concerning the Company’s reportable segments and the reconciliation to the Company’s consolidated results is shown in the following tables. Investment in subsidiaries is netted out of the presentations below. The “Intercompany” column identifies the intercompany activities of revenues, expenses and other assets between the banking, insurance and wealth management services segments. The Company accounts for intercompany fees and services at an estimated fair value according to regulatory requirements for the services provided. Intercompany items relate primarily to the use of human resources, information systems, accounting and marketing services provided by the bank and the holding company. All other accounting policies are the same as those described in the summary of significant accounting policies in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.


Three Months Ended June 30, 2026
(In thousands)	Banking		Wealth Management		Intercompany		Consolidated
Interest income	$	105,941	$	0	$	0	$	105,941
Interest expense	31,958		0		0		31,958
Net interest income	73,983		0		0		73,983
Provision for credit loss expense	1,502		0		0		1,502
Noninterest income	7,805		5,329		0		13,134
Noninterest expense	42,936		4,130		0		47,066
Income before income tax expense	37,350		1,199		0		38,549
Income tax expense	8,945		300		0		9,245


Net Income	$	28,405	$	899	$	0	$	29,304
Depreciation and amortization	$	2,274	$	46	$	0	$	2,320
Assets	8,772,330		29,192		0		8,801,522
Goodwill	64,525		8,211		0		72,736
Other intangibles, net	1,962		0		0		1,962
Net loans and leases	6,538,699		0		0		6,538,699
Deposits	7,029,228		0		(117)		7,029,111
Total Equity	933,595		26,337		0		959,932


Three Months Ended June 30, 2025
(In thousands)	Banking		Insurance		Wealth Management		Intercompany		Consolidated
Interest income	$	93,646	$	1	$	0	$	(1)	$	93,646
Interest expense	33,517		0		0		(1)		33,516
Net interest income	60,129		1		0		0		60,130
Provision for credit loss expense	2,780		0		0		0		2,780
Noninterest income	7,617		9,901		5,541		(547)		22,512
Noninterest expense	40,441		7,729		4,000		(547)		51,623
Income before income tax expense	24,525		2,173		1,541		0		28,239
Income tax expense	5,831		552		385		0		6,768


Net Income	$	18,694	$	1,621	$	1,156	$	0	$	21,471
Depreciation and amortization	$	1,978	$	36	$	44	$	0	$	2,058
Assets	8,319,441		49,305		29,087		(24,015)		8,373,818
Goodwill	64,525		19,867		8,211		(1)		92,602
Other intangibles, net	1,367		854		16		0		2,237
Net loans and leases	6,114,099		0		0		0		6,114,099
Deposits	6,734,658		0		0		(18,863)		6,715,795
Total Equity	701,907		33,248		26,638		0		761,793


Six Months Ended June 30, 2026
(In thousands)	Banking		Wealth Management		Intercompany		Consolidated
Interest income	$	208,610	$	0	$	0	$	208,610
Interest expense	62,766		0		0		62,766
Net interest income	145,844		0		0		145,844
Provision for credit loss expense	3,004		0		0		3,004
Noninterest income	14,273		10,695		0		24,968
Noninterest expense	86,514		8,278		0		94,792
Income before income tax expense	70,599		2,417		0		73,016
Income tax expense	17,034		604		0		17,638


Net Income	$	53,565	$	1,813	$	0	$	55,378
Depreciation and amortization	$	4,534	$	93	$	0	$	4,627


Six Months Ended June 30, 2025
(In thousands)	Banking		Insurance		Wealth Management		Intercompany		Consolidated
Interest income	$	183,108	$	1	$	0	$	(1)	$	183,108
Interest expense	66,317		0		0		(1)		66,316
Net interest income	116,791		1		0		0		116,792
Provision for credit loss expense	8,067		0		0		0		8,067
Noninterest income	16,263		21,604		10,754		(1,077)		47,544
Noninterest expense	80,136		15,054		8,117		(1,077)		102,230
Income before income tax expense	44,851		6,551		2,637		0		54,039
Income tax expense	10,473		1,757		659		0		12,889


Net Income	$	34,378	$	4,794	$	1,978	$	0	$	41,150
Depreciation and amortization	$	4,084	$	82	$	87	$	0	$	4,253

10. Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Transfers between levels, when determined to be appropriate, are recognized at the end of each reporting period.

The three levels of the fair value hierarchy under ASC 820 are:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, segregated by the level of valuation inputs within the fair value hierarchy used to measure fair value:

Recurring Fair Value Measurements


(In thousands)	Total		(Level 1)		(Level 2)		(Level 3)
June 30, 2026
Assets
Available-for-sale debt securities
U.S. Treasuries	$	43,727	$	0	$	43,727	$	0
Obligations of U.S. Government sponsored entities	339,131		0		339,131		0
Obligations of U.S. states and political subdivisions	75,454		0		75,454		0
Mortgage-backed securities – residential, issued by:
U.S. Government agencies	296,819		0		296,819		0
U.S. Government sponsored entities	635,489		0		635,489		0

U.S. corporate debt securities	2,441		0		2,441		0
Total Available-for-sale debt securities	$	1,393,061	$	0	$	1,393,061	$	0
Equity securities, at fair value	791		0		0		791
Derivatives designated as hedging instruments	0		0		0		0
Derivatives not designated as hedging instruments	2,240		0		2,240		0
Liabilities
Derivatives not designated as hedging instruments	$	2,506	$	0	$	2,506	$	0
December 31, 2025
Assets
Available-for-sale debt securities
U.S. Treasuries	$	53,780	$	0	$	53,780	$	0
Obligations of U.S. Government sponsored entities	348,403		0		348,403		0
Obligations of U.S. states and political subdivisions	76,310		0		76,310		0
Mortgage-backed securities – residential, issued by:
U.S. Government agencies	313,496		0		313,496		0
U.S. Government sponsored entities	587,632		0		587,632		0

U.S. corporate debt securities	2,447		0		2,447		0
Total Available-for-sale debt securities	$	1,382,068	$	0	$	1,382,068	$	0
Equity securities, at fair value	800		0		0		800
Derivatives designated as hedging instruments	33		0		33		0
Derivatives not designated as hedging instruments	5,032		0		5,032		0
Liabilities
Derivatives not designated as hedging instruments	$	5,389	$	0	$	5,389	$	0

Securities: Fair values for U.S. Treasury securities are based on quoted market prices. Fair values for obligations of U.S. government sponsored entities, mortgage-backed securities-residential, obligations of U.S. states and political subdivisions, and U.S. corporate debt securities are based on quoted market prices, where available, as provided by third party pricing vendors. If quoted market prices were not available, fair values are based on quoted market prices of comparable instruments in active markets and/or based upon a matrix pricing methodology, which uses comprehensive interest rate tables to determine market price, movement and yield relationships. These securities are reviewed periodically to determine if there are any events or changes in circumstances that would adversely affect their value.

The change in the fair value of equity securities valued using significant unobservable inputs (Level 3), for the periods ended June 30, 2026 and December 31, 2025, was immaterial.

There were no transfers between Levels 1, 2 and 3 for the six months ended June 30, 2026 or the six months ended June 30, 2025.

The Company determines fair value for its available-for-sale debt securities using an independent bond pricing service for identical assets or very similar securities. The Company determines fair value for its equity securities based on the underlying equity fund’s pricing and valuation procedures which consider recent sales price, market quotations from a pricing service, or market quotes from an independent broker-dealer. The Company has reviewed the pricing sources, including methodologies used, and finds them to be fairly stated.

Derivatives: The Company has contracted with a third party vendor to provide periodic valuations for its interest rate derivatives to determine the fair value of its interest rate contracts. The vendor utilizes standard valuation methodologies applicable to interest rate derivatives such as discounted cash flow analysis. Such valuations are based upon readily observable market data and are therefore considered Level 2 valuations by the Company.

Certain assets are measured at fair value on a nonrecurring basis. For the Company, these include loans held for sale, individually evaluated loans, and OREO. For the three and six months ended June 30, 2026, certain individually evaluated loans were remeasured and reported at fair value through a specific valuation allowance and/or partial charge-offs for credit losses based upon the fair value of the underlying collateral. Collateral values are estimated using Level 3 inputs based upon customized discounting criteria. In addition to collateral dependent evaluated loans, certain other real estate owned was remeasured and reported at fair value based upon the fair value of the underlying collateral. The fair values of other real estate owned are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria. In general, the fair values of other real estate owned are based upon appraisals, with discounts made to reflect estimated costs to sell the real estate. Upon initial recognition, fair value write-downs are taken through a charge-off to the allowance for credit losses. Subsequent fair value write-downs on other real estate owned are reported in other noninterest expense.


(In thousands)			Fair value measurements at reporting date using:						Gain (losses) from fair value changes
Assets:			(Level 1)		(Level 2)		(Level 3)
Three months ended June 30, 2026
Individually evaluated loans	$	17,568	$	0	$	0	$	17,568	$	(943)
Other real estate owned	115		0		0		115		0
Three months ended June 30, 2025
Individually evaluated loans	$	0	$	0	$	0	$	0	$	(4,711)


(In thousands)			Fair value measurements at reporting date using:						Gain (losses) from fair value changes
Assets:			(Level 1)		(Level 2)		(Level 3)
Six months ended June 30, 2026
Individually evaluated loans	$	25,135	$	0	$	0	$	25,135	$	(3,653)
Other real estate owned	384		0		0		384		0
Six months ended June 30, 2025
Individually evaluated loans	$	29,914	$	0	$	0	$	29,914	$	(4,711)
Other real estate owned	0		0		0		0		1,898

The fair value estimates, methods and assumptions set forth below for the Company's financial instruments, including those financial instruments carried at cost, are made solely to comply with disclosures required by GAAP and should be read in conjunction with the financial statements and notes included in this Report.

For loans where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. For real estate loans, fair value of the loan’s collateral is determined by third party appraisals, which are then adjusted for the estimated selling and closing costs related to liquidation of the collateral. For this asset class, the actual valuation methods (income, sales comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales comparable method while construction is based on the income and/or sales comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods being the predominant approach. The Company reviews the third party appraisal for appropriateness and

adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value. For non-real estate loans, fair value of the loan’s collateral may be determined using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business.

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at June 30, 2026 and December 31, 2025. The carrying amounts shown in the tables are included in the Consolidated Statements of Condition under the indicated captions.


Estimated Fair Value of Financial Instruments
(In thousands)	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2026
Financial Assets:
Cash and cash equivalents	$	147,765	$	147,765	$	147,765	$	0	$	0

Securities - held-to-maturity	312,562		281,495		0		281,495		0
FHLB stock and other stock	32,041		32,041		0		32,041		0
Accrued interest receivable	32,440		32,440		0		32,440		0
Loans/leases, net1	6,538,828		6,233,989		0		0		6,233,989
Financial Liabilities:
Time deposits	$	1,305,531	$	1,300,231	$	0	$	1,300,231	$	0
Other deposits	5,723,580		5,723,580		0		5,723,580		0
Fed funds purchased and securities sold
under agreements to repurchase	181,710		181,710		0		181,710		0
Other borrowings	546,358		546,548		0		546,548		0

Accrued interest payable	5,282		5,282		0		5,282		0
December 31, 2025
Financial Assets:
Cash and cash equivalents	$	132,817	$	132,817	$	132,817	$	0	$	0
Securities - held-to-maturity	312,528		283,860		0		283,860		0
FHLB stock and other stock	32,307		32,307		0		32,307		0
Accrued interest receivable	30,697		30,697		0		30,697		0
Loans/leases, net1	6,432,014		6,129,089		0		0		6,129,089
Financial Liabilities:
Time deposits	$	1,298,393	$	1,296,714	$	0	$	1,296,714	$	0
Other deposits	5,639,369		5,639,369		0		5,639,369		0
Fed funds purchased and securities sold
under agreements to repurchase	95,569		95,569		0		95,569		0
Other borrowings	564,446		565,568		0		565,568		0

Accrued interest payable	4,920		4,920		0		4,920		0

1 Lease receivables, although excluded from the scope of ASC Topic 825, are included in the estimated fair value amounts at their carrying value.

The following methods and assumptions were used in estimating fair value disclosures for financial instruments:

Cash and Cash Equivalents: The carrying amounts reported in the Consolidated Statements of Condition for cash, noninterest-bearing deposits, money market funds, and Federal funds sold approximate the fair value of those assets.

Securities - Held-to-Maturity: Fair values for U.S. Treasury securities are based on quoted market prices. Fair values for obligations of U.S. government sponsored entities and mortgage-backed securities-residential are based on quoted market prices, where available, as provided by third party pricing vendors. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments in active markets and/or based upon a matrix pricing methodology,

which uses comprehensive interest rate tables to determine market price, movement and yield relationships. These securities are reviewed periodically to determine if there are any events or changes in circumstances that would adversely affect their value.

FHLB Stock and Other Stock: The carrying amount of FHLB stock approximates fair value. If the stock is redeemed, the Company will receive an amount equal to the par value of the stock. For miscellaneous equity securities, carrying value is cost.

Loans and Leases: Fair value for loans is calculated using an exit price notion. The Company's valuation methodology takes into account factors such as estimated cash flows, including contractual cash flow and assumptions for prepayments; liquidity risk; and credit risk. The fair values of residential loans were estimated using discounted cash flow analyses, based upon available market benchmarks for rates and prepayment assumptions. The fair values of commercial and consumer loans were estimated using discounted cash flow analyses, based upon interest rates currently offered for loans and leases with similar terms and credit quality. The fair values of loans held for sale were determined based upon contractual prices for loans with similar characteristics.

Accrued Interest Receivable and Accrued Interest Payable: The carrying amount of these short term instruments approximates fair value.

Deposits: The fair values disclosed for noninterest bearing accounts and accounts with no stated maturities are equal to the amount payable on demand at the reporting date. The fair value of time deposits is based upon discounted cash flow analyses using rates offered for FHLB advances, which is the Company’s primary alternative source of funds.

Fed Funds Purchased and Securities Sold Under Agreements to Repurchase: The carrying amount of these instruments approximates fair value because the instruments have short-term maturities.

Other borrowings: The fair value of other borrowings is based upon discounted cash flow analyses using current rates offered for FHLB advances, with similar terms.

11. Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company also enters into interest rate derivatives to accommodate the business requirements of certain qualifying customers. All derivatives are recognized as other assets or other liabilities on the Company's Consolidated Statements of Condition at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and resulting designation.

Derivatives Designated as Hedging Instruments

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. As of June 30, 2026, the Company had no outstanding interest rate swaps.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

As of June 30, 2026 and December 31, 2025, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges.


Line Item in the Statement of Financial Position in Which the Hedged Item is Included	Carrying Amount of the Hedged Assets/(Liabilities)	Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)	Carrying Amount of the Hedged Assets/(Liabilities)	Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
	06/30/2026	06/30/2026	12/31/2025	12/31/2025
Fixed Rate Loans1	$0	$0	$49,962	$(38)
Total	$0	$0	$49,962	$(38)

1These amounts include the amortized cost basis of closed portfolios of fixed rate loans used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. At June 30, 2026 and December 31, 2025, the amortized cost basis of the closed portfolios used in these hedging relationships was $0 and $658.5 million respectively; the cumulative basis adjustments associated with these hedging relationships was $0 and $38,000, respectively; and the amounts of the designated hedged items were $0 and $100.0 million respectively.

Derivatives Not Designated as Hedging Instruments

The Company enters into interest rate swaps to help commercial loan borrowers manage their interest rate risk. These interest rate swap contracts allow borrowers to convert variable-rate loan payments to fixed-rate loan payments. When the Company enters into an interest rate derivative contract with a commercial loan borrower, it simultaneously enters into a “mirror” interest rate contract with a third party. For interest rate swaps, the third party exchanges the client’s fixed-rate loan payments for variable-rate loan payments. The Company's credit policies with respect to interest rate contracts with commercial borrowers are similar to those used for loans. The Company retains the risk that is associated with the potential failure of counterparties and the risk inherent in originating loans. The interest rate contracts with counterparties are generally subject to bilateral collateralization terms. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.

The Company has entered into risk participation agreements with other banks in commercial loan arrangements. Participating banks guarantee the performance on borrower-related interest rate swap contracts. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.

Under a risk participation-out agreement, a derivative asset, the Company participates out a portion of the credit risk associated with the interest rate swap position executed with the commercial borrower for a fee paid to the participating bank. Under a risk participation-in agreement, a derivative liability, the Company assumes, or participates in, a portion of the credit risk associated with the interest rate swap position with the commercial borrower for a fee received from the other bank.

Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Statements of Condition

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated statements of condition as of June 30, 2026 and December 31, 2025. Amounts below are presented on a net basis in accordance with applicable accounting guidance.


(In thousands)	Notional Amount		Fair Value		Notional Amount		Fair Value
	June 30, 2026				December 31, 2025
Derivative Assets
Derivatives designated as hedging instruments
Interest Rate Products	$	0	$	0	$	50,000	$	33

Total derivatives designated as hedging instruments			$	0			$	33
Derivatives not designated as hedging instruments
Interest Rate Products	$	267,284	$	2,240	$	249,273	$	5,032

Total derivatives not designated as hedging instruments			$	2,240			$	5,032
Derivative Liabilities
Derivatives not designated as hedging instruments
Interest Rate Products	$	267,284	$	2,445	$	249,273	$	5,312
Risk Participation Agreement	57,785		61		64,282		77
Total derivatives not designated as hedging instruments			$	2,506			$	5,389

Tabular Disclosure of the Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income

The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of income for the three and six months ended June 30, 2026 and 2025:


The Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income
	Location of Gain or (Loss) Recognized in Income on Derivative

	Three Months Ended				Six Months Ended
	06/30/2026		06/30/2025		06/30/2026		06/30/2025
(In thousands)	Interest Income				Interest Income
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of fair value or cash flow hedges are recorded	$	30	$	247	$	61	$	540
The effects of fair value and cash flow hedging:
Gain or (loss) on fair value hedging relationships in Subtopic 815-20
Interest contracts
Hedged items	30		158		38		498
Derivatives designated as hedging instruments	0		89		23		42

Tabular Disclosure of the Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Income

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the consolidated statements of income for the three and six months ended June 30, 2026 and 2025:


Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Income
Derivatives Not Designated as Hedging Instruments under Subtopic 815-20	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative		Amount of Gain or (Loss) Recognized in Income on Derivative
(In thousands)		06/30/2026		06/30/2025
Three Months Ended
Interest Rate Products	Other Income	$	83	$	(82)
Risk Participation Agreement	Other Income	20		9
Total		$	103	$	(73)
Fee Income	Other income	$	178	$	228
Six Months Ended
Interest Rate Products	Other Income	$	75	$	(194)
Risk Participation Agreement	Other Income	16		34
Total		$	91	$	(160)
Fee Income	Other income	$	236	$	257

Credit-risk-related Contingent Features

Applicable for OTC derivatives with dealers

The Company's agreements with each of its derivative counterparties contain cross default provisions that provide that the Company could be declared in default on its derivative obligations if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender.

As of June 30, 2026 and December 31, 2025, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $1.8 million and $5.3 million, respectively. As of June 30, 2026 and December 31, 2025, the Company had posted $1.6 million and $1.9 million, respectively, in collateral related to these agreements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS

Tompkins Financial Corporation ("Tompkins" or the "Company") is headquartered in Ithaca, New York and is registered as a Financial Holding Company 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 that offers a full array of products and services, including commercial and consumer banking, leasing, trust and investment management, and financial planning and wealth management. At June 30, 2026, the Company had one wholly-owned banking subsidiary, Tompkins Community Bank, which changed its name to Tompkins Bank & Trust effective July 20, 2026. Tompkins Bank & Trust provides a broad selection of wealth management services under the Tompkins Financial Advisors brand, including investment management, trust and estate, and financial and tax planning. On October 31, 2025, the Company sold all of the issued and outstanding shares of capital stock of its wholly-owned insurance subsidiary, Tompkins Insurance Agencies, Inc. ("TIA"), to Arthur J. Gallagher Risk Management Services, LLC ("Gallagher"). The Company’s principal offices are located at 118 E. Seneca Street, P.O. Box 460, Ithaca, NY, 14850, and its telephone number is (888) 503-5753. The Company’s common stock is traded on the NYSE American under the Symbol "TMP."

Tompkins' strategy centers around our core values and a commitment to delivering long-term value to our clients, communities, and shareholders. A key strategic initiative for the Company is a focus on responsible and sustainable growth, including initiatives to grow organically through our current businesses, as well as through possible acquisitions of financial institutions, branches, and financial services businesses. As such, 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.

Business Segments

The Company operates in two segments, banking and wealth management. Banking services consist primarily of attracting deposits from the areas served by Tompkins Bank & Trust, which has 54 banking offices (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. The Company’s lending function is managed within the guidelines of a comprehensive Board-approved lending policy. Reporting systems are in place to provide management with ongoing information related to loan production, loan quality, concentrations of credit, loan delinquencies, and nonperforming and potential problem loans. Banking services also include a full suite of products such as debit cards, credit cards, remote deposit, electronic banking, mobile banking, cash management, and safe deposit services.

Wealth management services consist of investment management, trust and estate, and financial and tax planning services. Wealth management services are provided under the trade name Tompkins Financial Advisors.

The Company operated its wholly-owned insurance subsidiary, TIA, from 2001 until its sale to Gallagher on October 31, 2025. TIA was a full-service insurance agency that offered services such as property and casualty insurance, employee benefit consulting, and life, long-term care and disability insurance. TIA's revenue and expenses were consolidated into the Company's financial statements through October 31, 2025.

The Company’s principal expenses are interest on deposits, interest on borrowings, and operating and general administrative expenses, as well as provisions for credit losses. Funding sources, other than deposits, include borrowings, securities sold under agreements to repurchase, and cash flow from lending and investing activities.

Competition

Competition for commercial banking and other financial services is strong in the Company’s market areas. In one or more aspects of its business, Tompkins Bank & Trust competes with other commercial banks, savings and loan associations, credit unions, finance companies, internet-based financial services companies, mutual funds, brokerage and investment banking companies, and other financial intermediaries. Some of these competitors have substantially greater resources and lending capabilities and may offer services that the Company does not currently provide. 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 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, or "fintechs," which may offer bank-like products or services that compete directly with the Company’s products and services.

Competition among financial institutions is based upon interest rates offered on deposit accounts, interest rates charged on loans and other credit and service charges, the quality and scope of the services rendered, the convenience of facilities and services, and, in the case of loans to commercial borrowers, relative lending limits. 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 the Company’s competitiveness. Management believes that the Company’s subsidiary 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. In addition, the Company focuses on providing unparalleled customer service, which includes offering a strong suite of products and services, including products that are accessible to our customers through digital means. Although management feels that this business model has caused the Company to grow its customer base in recent years and allows it to compete effectively in the markets it serves, we cannot assure you that such factors will result in future success.

Regulation

Banking and wealth management are highly regulated. As a financial holding company including a community bank and a registered investment adviser, the Company and its subsidiary are subject to examination and regulation by the Federal Reserve Board ("FRB"), Securities and Exchange Commission ("SEC"), the Federal Deposit Insurance Corporation ("FDIC"), the New York State Department of Financial Services, and the Financial Industry Regulatory Authority.

OTHER IMPORTANT INFORMATION

The following discussion is intended to provide an understanding of the consolidated financial condition and results of operations of the Company for the three and six months ended June 30, 2026. It should be read in conjunction with the Company’s Audited Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Unaudited Consolidated Financial Statements and notes thereto included in Part I of this Quarterly Report on Form 10-Q.

In this Report, there are comparisons of the Company’s performance to that of a peer group, which is comprised of 207 domestic bank holding companies with $3 billion to $10 billion in total assets as defined in the Federal Reserve’s "Bank Holding Company Performance Report" for March 31, 2026 (the most recent report available). Although the peer group data is presented based upon financial information that is one fiscal quarter behind the financial information included in this report, the Company believes that it is relevant to include certain peer group information for comparison to current quarter numbers.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this Report 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", "could", "should", "will", "would", "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; the sufficiency of liquidity sources; the Company's exposure to changes in interest rates, and to new, changed, or extended government/regulatory expectations; the need to sell securities before recovery of amortized cost; the impact of changes in accounting standards; and trends, plans, prospects, growth and strategies; projections of future financial condition, operating results, income, capital expenditures, costs or other financial items; anticipated regulatory and legislative changes; and other characterizations of future events or circumstances as well as other statements that are not statements of historical fact. 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 of our Annual Report on Form 10-K for the year ended December 31, 2025, 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; changes in 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 and 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 potential market volatility, of national and global events, including the response to bank failures, war and geopolitical matters (including continuing or increasing hostilities in the Middle East and the war in Ukraine), tariffs and trade wars, widespread protests, civil unrest, political uncertainty, and pandemics or other public health crises; and the related financial stress on borrowers and changes to customer behavior and credit risk as a result of any of the foregoing. The Company does not undertake any obligation to update its forward-looking statements.

Critical Accounting Policies

The accounting and reporting policies followed by the Company conform, in all material respects, to U.S. generally accepted accounting principles ("GAAP") and to general practices within the financial services industry. In the course of normal business activity, management must select and apply many accounting policies and methodologies and make estimates and assumptions that lead to the financial results presented in the Company’s consolidated financial statements and accompanying notes. There are uncertainties inherent in making these estimates and assumptions, which could materially affect the Company’s results of operations and financial position.

Management considers accounting estimates to be critical to reported financial results if (i) the accounting estimates require management to make assumptions about matters that are highly uncertain, and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s financial statements. Management considers the accounting policy relating to the allowance for credit losses ("allowance", or "ACL") to be a critical accounting policy because of the uncertainty and subjectivity involved in this policy and the material effect that estimates related to this area can have on the Company’s results of operations.

The Company’s methodology for estimating the allowance considers available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. Refer to "Allowance for Credit Losses" below and to Note 5 - "Allowance for Credit Losses", and Note 1 – "Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, for additional information on the Company's methodology for estimating the allowance.

For information on the Company's significant accounting policies and to gain a greater understanding of how the Company’s financial performance is reported, refer to Note 1 – "Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Refer to "Accounting Standards Pending Adoption" in Note 2 - "Basis of Presentation" in the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a discussion of recent accounting standards updates.

Critical Accounting Estimates

The Company's significant accounting policies conform with GAAP and are described in Note 1 - "Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. In applying those accounting policies, management of the Company is required to exercise judgment in determining many of the methodologies, assumptions and estimates to be utilized. Certain critical accounting estimates are more dependent on such judgment and in some cases may contribute to volatility in the Company's reported financial performance should the assumptions and estimates used change over time due to changes in circumstances. The most significant area in which management of the Company applies critical assumptions and estimates was the following:

•Accounting for credit losses - The Company accounts for the allowance for credit losses using the current expected credit loss model. Under this model, the allowance for credit losses represents a valuation account that is deducted from the amortized cost basis of certain financial assets, including loans and leases, to present the net amount expected to be collected at the balance sheet date. A provision for credit losses is recorded to adjust the level of the allowance as deemed necessary by management. In estimating expected losses in the loan and lease portfolio, borrower-specific financial data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. For certain loan pools that share similar risk characteristics, the Company utilizes statistically developed models to estimate amounts and timing of expected future cash flows, collateral values and other factors used to determine the borrowers' abilities to repay obligations. Such models consider historical correlations of credit losses with various macroeconomic assumptions including unemployment and gross domestic product. These forecasts may be adjusted for inherent limitations or biases of the models. Subsequent to the forecast period, the Company utilizes longer-term historical loss experience to estimate losses over the remaining contractual life of the loans. Changes in the circumstances considered when determining management's estimates and assumptions could result in

changes in those estimates and assumptions, which could result in adjustment of the allowance for credit losses in future periods. A discussion of facts and circumstances considered by management in determining the allowance for credit losses is included in Note 5 - "Allowance for Credit Losses" in the Notes to the Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

RESULTS OF OPERATIONS

Performance Summary

Net income for the second quarter of 2026 was $29.3 million, or $2.04 diluted earnings per share, compared to $21.5 million, or $1.50 diluted earnings per share for the second quarter of 2025. Net income for the six months ended June 30, 2026 was $55.4 million, or $3.86 diluted earnings per share, compared to $41.2 million, or $2.87 diluted earnings per share for the same period in 2025. The increase in net income and diluted earnings per share for the three and six months ended June 30, 2026 compared to the same periods in 2025 largely reflects increases in our net interest margin as well as continued loan growth.

Return on average assets ("ROA") for the quarter ended June 30, 2026 was 1.36%, compared to 1.05% for the quarter ended June 30, 2025. Return on average shareholders’ equity ("ROE") for the second quarter of 2026 was 12.32%, compared to 11.48% for the second quarter of 2025. For the year-to-date period ended June 30, 2026, ROA and ROE totaled 1.30% and 11.72%, respectively, compared to 1.02% and 11.23%, for the same periods in 2025.

Segment Reporting

The Company operates in the following two business segments: banking and wealth management. Wealth management activities include the results of the Company's trust, financial planning, and wealth management services provided by Tompkins Financial Advisors, a division of Tompkins Bank & Trust. All other activities are considered banking. Prior to the sale of TIA on October 31, 2025, the Company also had an insurance segment. TIA provided property and casualty insurance services and employee benefits consulting. For additional financial information on the Company's segments, refer to "Note 9 - Segment and Related Information" in the Notes to Unaudited Consolidated Financial Statements in Part I of this Report on Form 10-Q.

Banking Segment

The banking segment reported net income of $28.4 million for the second quarter of 2026, an increase of $9.7 million, or 52.0%, compared to $18.7 million for the second quarter of 2025. For the six months ended June 30, 2026, the banking segment reported net income of $53.6 million, up $19.2 million, or 55.8%, from the same period in 2025. The increase in net income for the three and six months ended June 30, 2026 compared to the same periods in 2025 was mainly due to an increase in net interest income.

Net interest income of $74.0 million for the second quarter of 2026 was up $13.9 million, or 23.0%, from the same period in 2025. For the six months ended June 30, 2026, net interest income of $145.8 million was up $29.1 million, or 24.9%, from the same period in 2025. The increase in net interest income for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily due to an improved net interest margin, which was driven by growth in average loan balances, higher average earning asset yields and a reduction in average funding costs.

The provision for credit losses was $1.5 million for the three months ended June 30, 2026, compared to $2.8 million for the same period in 2025. For the six months ended June 30, 2026, the provision for credit losses was $3.0 million compared to $8.1 million for the same period in 2025.

Noninterest income was $7.8 million for the three months ended June 30, 2026, up 2.5% compared to $7.6 million for the same period in 2025. The increase in noninterest income for the three months ended June 30, 2026 was mainly attributable to increases in gains on sales of residential loans and card services income, partially offset by lower income related to bank owned life insurance. For the six months ended June 30, 2026, noninterest income was $14.3 million compared to $16.3 million for the six months ended June 30, 2025. The decrease in year-to-date noninterest income compared to the same period in 2025 was mainly attributable to a $1.9 million gain on the sale of other real estate owned ("OREO") in the prior year period.

Noninterest expense of $42.9 million for the three months ended June 30, 2026, increased by $2.5 million or 6.2% compared to the same period in 2025. For the six months ended June 30, 2026 noninterest expense of $86.5 million was up $6.4 million, or 8.0% compared to the same period in 2025. The increases in noninterest expense across both periods were primarily driven by salaries and employee benefits, technology, and net occupancy expense of premises.

Wealth Management Segment

The wealth management segment reported net income of $899,000 for the three months ended June 30, 2026, which was down $257,000 or 22.2% compared to the second quarter of 2025. For the six months ended June 30, 2026, net income of $1.8 million was down $165,000, or 8.3%, compared to the same period in the prior year. The decrease in net income for the three and six months ended June 30, 2026 compared to the prior year periods was primarily due to gains on the sale of certain customer accounts recorded in the second quarter of 2025, combined with an increase in noninterest expenses, mainly in technology and intercompany service allocations.

Net Interest Income

The following tables show average interest-earning assets and interest-bearing liabilities, and the corresponding yield or cost associated with each, for the three and six month periods ended June 30, 2026 and 2025 and the three months ended March 31, 2026:


Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)
	Quarter Ended						Quarter Ended						Quarter Ended
	June 30, 2026						March 31, 2026						June 30, 2025
(dollar amounts in thousands)	Average Balance (QTD)		Interest		Average Yield/Rate		Average Balance (QTD)		Interest		Average Yield/Rate		Average Balance (QTD)		Interest		Average Yield/Rate
ASSETS
Interest-earning assets
Interest-bearing balances due from banks	$	17,416	$	192	4.42	%	$	13,394	$	166	5.03	%	$	15,820	$	187	4.74	%
Securities1
U.S. Government securities	1,650,865		14,640		3.56	%	1,636,770		14,435		3.58	%	1,610,090		10,026		2.50	%

State and municipal2	79,748		526		2.65	%	81,218		536		2.68	%	85,080		554		2.61	%
Other Securities2	3,293		50		6.09	%	3,305		49		6.01	%	3,279		53		6.48	%
Total securities	1,733,906		15,216		3.52	%	1,721,293		15,020		3.54	%	1,698,449		10,633		2.51	%
FHLBNY and FRB stock	32,128		543		6.78	%	29,016		460		6.43	%	31,660		635		8.05	%
Total loans and leases, net of unearned income2,3	6,525,286		90,243		5.55	%	6,434,853		87,337		5.50	%	6,129,561		82,499		5.40	%
Total interest-earning assets	8,308,736		106,194		5.13	%	8,198,556		102,983		5.09	%	7,875,490		93,954		4.79	%
Other assets	352,338						382,767						293,105
Total assets	$	8,661,074					$	8,581,323					$	8,168,595
LIABILITIES & EQUITY
Deposits
Interest-bearing deposits
Interest bearing checking, savings, & money market	$	3,855,494	$	16,359	1.70	%	$	3,823,812	$	15,589	1.65	%	$	3,680,761	$	16,504	1.80	%
Time deposits	1,280,086		10,171		3.19	%	1,285,701		10,420		3.29	%	1,230,182		10,975		3.58	%
Total interest-bearing deposits	5,135,580		26,530		2.07	%	5,109,513		26,009		2.06	%	4,910,943		27,479		2.24	%
Federal funds purchased & securities sold under agreements to repurchase	40,636		59		0.58	%	42,788		18		0.17	%	42,123		61		0.58	%
Other borrowings	550,041		5,369		3.92	%	491,310		4,781		3.95	%	550,558		5,976		4.35	%

Total interest-bearing liabilities	5,726,257		31,958		2.24	%	5,643,611		30,808		2.21	%	5,503,624		33,516		2.44	%
Noninterest bearing deposits	1,891,560						1,855,440						1,818,922
Accrued expenses and other liabilities	89,540						130,879						96,074
Total liabilities	7,707,357						7,629,930						7,418,620


Total equity	953,717						951,393						749,975
Total liabilities and equity	$	8,661,074					$	8,581,323					$	8,168,595
Interest rate spread					2.89	%					2.88	%					2.34	%
Tax-equivalent net interest income/margin on earning assets			74,236		3.58	%			72,175		3.57	%			60,438		3.08	%
Tax-equivalent adjustment			(253)						(314)						(308)
Net interest income			$	73,983					$	71,861					$	60,130


Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)
	Year to Date Period Ended						Year to Date Period Ended
	June 30, 2026						June 30, 2025
	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	$	15,416	$	359	4.70	%	$	16,121	$	362	4.53	%
Securities1
U.S. Government securities	1,643,856		29,075		3.57	%	1,604,469		19,467		2.45	%

State and municipal2	80,479		1,062		2.66	%	85,484		1,108		2.61	%
Other securities	3,299		99		6.05	%	3,277		106		6.52	%
Total securities	1,727,634		30,236		3.53	%	1,693,230		20,681		2.46	%
FHLBNY and FRB stock	30,581		1,003		6.61	%	31,821		1,346		8.53	%
Total loans and leases, net of unearned income2,3	6,480,319		177,581		5.53	%	6,077,749		161,335		5.35	%
Total interest-earning assets	8,253,950		209,179		5.11	%	7,818,921		183,724		4.74	%
Other assets	367,469						293,975
Total assets	$	8,621,419					$	8,112,896
LIABILITIES & EQUITY
Deposits
Interest-bearing deposits
Interest bearing checking, savings, & money market	$	3,839,741	$	31,947	1.68	%	$	3,681,535	$	32,597	1.79	%
Time deposits	1,282,878		20,593		3.24	%	1,194,807		21,532		3.63	%
Total interest-bearing deposits	5,122,619		52,540		2.07	%	4,876,342		54,129		2.24	%
Federal funds purchased & securities sold under agreements to repurchase	41,706		77		0.37	%	44,873		102		0.46	%
Other borrowings	520,838		10,149		3.93	%	556,239		12,085		4.38	%

Total interest-bearing liabilities	5,685,163		62,766		2.23	%	5,477,454		66,316		2.44	%
Noninterest bearing deposits	1,873,599						1,799,169
Accrued expenses and other liabilities	110,095						97,170
Total liabilities	7,668,857						7,373,793


Total equity	952,562						739,103

Total liabilities and equity	$	8,621,419					$	8,112,896
Interest rate spread					2.88	%					2.30	%
Net interest income (TE)/margin on earning assets			146,413		3.58	%			117,408		3.03	%

Tax Equivalent Adjustment			(569)						(616)
Net interest income			$	145,844					$	116,792

1 Average balances and yields on available-for-sale debt 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 2026 and 2025 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 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Net Interest Income

Net interest income is the Company’s largest source of revenue, and is dependent on the volume and composition of interest earning assets and interest-bearing liabilities and the level of market interest rates. The above tables show average interest-earning assets and interest-bearing liabilities, and the corresponding yield or cost associated with each.

Net interest income was $74.0 million and $145.8 million, respectively, for the three and six months ended June 30, 2026, up $13.9 million, or 23.0%, and $29.1 million, or 24.9%, respectively, from the same periods in 2025. The increase in net interest income compared to both prior year periods was due to improvement in net interest margin, which is discussed below, and growth in average loans.

Net interest margin for the three months ended June 30, 2026 was 3.58% compared to 3.08% for the same period in 2025. Net interest margin for the six months ended June 30, 2026 was 3.58% compared to 3.03% for the same period in 2025. The increase in net interest margin for the three and six months ended June 30, 2026 compared to the same periods in 2025 reflects growth in average loan balances, improved yields on average earnings assets, and lower funding costs.

The quarterly net interest margin of 3.58% for the second quarter of 2026 was up 1 basis point over the net interest margin of 3.57% for the first quarter of 2026, as increased average earning asset yields were partially offset by higher average cost of interest-bearing liabilities, driven by seasonal outflow of municipal deposits resulting in increased borrowings for the quarter.

Interest income for the three and six months ended June 30, 2026 was $105.9 million and $208.6 million, up 13.1% and 13.9%, respectively, compared to the same periods in 2025. The increase in interest income was mainly in interest and fees on loans, and interest on securities. Interest and fees on loans were up $7.8 million or 9.5% and $16.3 million or 10.1% respectively, from the same periods in 2025. Average loan balances for the three and six months ended June 30, 2026 were up $395.7 million or 6.5% and $402.6 million or 6.6% respectively, from the same periods in 2025.

Interest income on securities, excluding dividends on FHLB stock, for the three and six months ended June 30, 2026, was up $4.6 million or 43.6% and $9.6 million or 46.7% respectively, over the same periods in 2025. The average yield on total securities for the three and six months ended June 30, 2026, was up 101 and 107 basis points, respectively, over the same periods in 2025, mainly a result of the reinvestment within the portfolio at higher yields, including the previously reported repositioning of the portfolio in the fourth quarter of 2025. Average balances for securities for the three and six months ended June 30, 2026 increased $35.5 million, or 2.1%, and $34.4 million, or 2.0%, respectively, from the same periods in 2025.

Interest expense for the three and six months ended June 30, 2026 decreased $1.6 million, or 4.7%, and $3.6 million or 5.4%, respectively, compared to the same periods in 2025, driven mainly by a decrease in average rates paid on interest-bearing liabilities, partially offset by higher average balances of interest-bearing liabilities. For the three and six months ended June 30, 2026, the average cost of interest-bearing liabilities was down 20 basis points and 21 basis points, respectively, from the same periods in 2025, while average interest-bearing liabilities were up $222.6 million or 4.1% and $207.7 million or 3.8%, respectively.

The average cost of interest-bearing deposits for both the three and six month periods ended June 30, 2026 was 2.07%, down 17 basis points over the same periods in 2025. Average interest-bearing deposits for the three and six months ended June 30, 2026, were up $224.6 million, or 4.6%, and $246.3 million, or 5.1%, respectively, from the same periods in 2025. Average noninterest deposits for the three and six months ended June 30, 2026, were up $72.6 million, or 4.0%, and $74.4 million, or 4.1%, respectively, from the same periods in 2025.

Average other borrowings for the three and six months ended June 30, 2026 were down $517,000 or 0.1%, and $35.4 million, or 6.4%, respectively, compared to the same periods in 2025. The average rate paid on other borrowings for the three and six months ended June 30, 2026 was down 43 basis points and 45 basis points, respectively, from the same periods in 2025.

Noninterest Income

Noninterest income of $13.1 million for the three months ended June 30, 2026, was down $9.4 million or 41.7% from the second quarter of 2025, and noninterest income of $25.0 million for the six months ended June 30, 2026, was down $22.6 million, or 47.5%, from the same period in the prior year. The decrease was mainly in insurance commissions and fees and reflects the sale of the Company's insurance subsidiary, TIA, in October 2025. Insurance revenues were $9.6 million and $21.2 million for the three and six months, respectively, ended June 30, 2025.

Wealth management fees of $5.2 million in the second quarter of 2026 were up $265,000 or 5.3% over the second quarter of 2025. For the first six months of 2026, wealth management fees were up $412,000, or 4.1% compared to the same period in 2025. Wealth management fees include trust services, financial planning, wealth management services, and brokerage related services. The fair value of assets managed by, or in custody of, Tompkins was $3.1 billion at June 30, 2026, up $261.7 million or 9.2% from June 30, 2025.

Other income of $2.8 million in the second quarter of 2026 was down $201,000, or 6.7%, compared to the same period in 2025. For the first six months of 2026, other income of $4.9 million was down $1.9 million, or 28.2%, compared to the same period in 2025. The decrease for the three months ended June 30, 2026 compared to the same period in 2025 was driven by a $236,000 reduction in BOLI income. The decrease for the six months ended June 30, 2026 compared to the same period in 2025 was driven by a $1.9 million gain on the sale of other real estate owned in 2025.

Noninterest Expense

Noninterest expense of $47.1 million for the second quarter of 2026 was down $4.6 million or 8.8% from the second quarter of 2025. Noninterest expense of $94.8 million for the first six months of 2026 was down $7.4 million, or 7.3%, compared to the same period in 2025. The decrease in noninterest expense for both periods was primarily attributable to the sale of TIA in the fourth quarter of 2025.

Noninterest expense for the second quarter and year-to-date periods in 2025 included the following expenses related to TIA: salaries and wages and other employee benefits of $6.2 million and $12.1 million, respectively, and other expenses of $1.5 million and $2.9 million, respectively. For the three and six months ended June 30, 2026, salaries and wages and other employee benefits decreased $4.7 million, or 14.0%, and $8.0 million, or 12.2%, respectively, compared to the prior year periods. These decreases were partially offset by annual merit increases and higher other employee benefit costs. Noninterest expense for the three and six months ended June 30, 2026, excluding salaries and wages and other employee benefits expenses, was up $143,000, or 0.8%, and $584,000, or 1.6%, mainly attributable to increases in technology, marketing, and buildings and grounds expenses.

Income Tax Expense

The provision for income taxes was $9.2 million for an effective rate of 24.0% for the second quarter of 2026, compared to a tax provision of $6.8 million and an effective rate of 24.0% for the same quarter in 2025. For the first six months of 2026, the provision for income taxes was $17.6 million for an effective rate of 24.2% compared to tax provision of $12.9 million and an effective rate of 23.9% for the same period in 2025. The effective rates differ from the U.S. and state statutory rates primarily due to the effect of tax-exempt income from loans, securities and life insurance assets, and the income tax effects associated with stock-based compensation.

FINANCIAL CONDITION

Total assets were $8.8 billion at June 30, 2026, up $133.3 million or 1.5% from December 31, 2025. Cash and cash equivalents were up $14.9 million or 11.3%, total loans were up $150.9 million or 2.3%, total securities were up $11.0 million or 0.7% and loans held for sale were down $43.4 million compared to December 31, 2025. Total deposits were up $91.3 million or 1.3%, Federal funds purchased and securities sold under agreement to repurchase were up $86.1 million or 90.1%, and total borrowings were down $18.1 million or 3.2% from December 31, 2025.

Securities

The Company’s securities portfolio was $1.7 billion at June 30, 2026 and December 31, 2025, representing 19.4% of total assets at June 30, 2026, compared to 19.6% of total assets at year end 2025. The following tables detail the composition of the securities portfolio:


Available-for-Sale Debt Securities	June 30, 2026				December 31, 2025
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. Treasuries	$	45,665	$	43,727	$	55,492	$	53,780
Obligations of U.S. Government sponsored entities	348,968		339,131		354,128		348,403
Obligations of U.S. states and political subdivisions	80,649		75,454		81,517		76,310
Mortgage-backed securities - residential, issued by
U.S. Government agencies	301,450		296,819		315,001		313,496
U.S. Government sponsored entities	640,657		635,489		582,741		587,632

U.S. corporate debt securities	2,500		2,441		2,500		2,447
Total available-for-sale debt securities	$	1,419,889	$	1,393,061	$	1,391,379	$	1,382,068


Held-to-Maturity Debt Securities	June 30, 2026				December 31, 2025
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. Treasuries	$	85,718	$	78,115	$	85,831	$	78,794
Obligations of U.S. Government sponsored entities	226,844		203,380		226,697		205,066

Total held-to-maturity debt securities	$	312,562	$	281,495	$	312,528	$	283,860

As of June 30, 2026, the available-for-sale debt securities portfolio had net unrealized losses, which reflects the amount that the amortized cost exceeds fair value, of $26.8 million compared to net unrealized losses of $9.3 million at December 31, 2025. The increase in unrealized losses related to the available-for-sale debt securities portfolio reflects interest rate volatility in the

market, the volume and rates associated with securities purchases, and maturities in 2026. Management’s policy is to purchase investment grade securities that on average have relatively short duration, which helps mitigate interest rate risk and provides sources of liquidity without significant risk to capital.

The Company did not recognize any net credit impairment charge to earnings on investment securities in the second quarter or year-to-date period ending June 30, 2026.

Loans and Leases

Loans and leases as of the end of the second quarter and prior year-end were as follows:


(In thousands)	06/30/2026		12/31/2025
Commercial and industrial
Agriculture	$	117,956	$	114,475
Commercial and industrial other	1,073,179		986,173
Subtotal commercial and industrial	1,191,135		1,100,648
Commercial real estate
Construction	465,776		448,901
Agriculture	240,974		234,292
Commercial real estate other	3,002,459		2,978,842
Subtotal commercial real estate	3,709,209		3,662,035
Residential real estate
Home equity	243,648		227,654
Mortgages	1,363,611		1,363,532
Subtotal residential real estate	1,607,259		1,591,186
Consumer and other
Indirect	42		68
Consumer and other	84,316		86,399
Subtotal consumer and other	84,358		86,467
Leases	8,903		10,413
Total loans and leases	6,600,864		6,450,749
Less: unearned income and deferred costs and fees	(3,686)		(4,504)
Total loans and leases, net of unearned income and deferred costs and fees	$	6,597,178	$	6,446,245

The below table shows a more detailed break-out of commercial real estate ("CRE") loans as of June 30, 2026 and December 31, 2025:


	06/30/2026				12/31/2025
(In thousands)	Balance		% CRE		Balance		% CRE
Construction	$	465,776	12.56	%	$	448,901	12.26	%
Multi-family/Single family real estate	793,897		21.39	%	774,338		21.15	%
Agriculture	240,974		6.50	%	234,292		6.40	%
Retail1	493,240		13.30	%	508,523		13.89	%
Hotels/motels	181,223		4.89	%	181,026		4.94	%
Office space2	238,950		6.44	%	243,874		6.66	%
Industrial3	258,437		6.97	%	253,959		6.93	%
Mixed Use	371,452		10.01	%	362,900		9.91	%
Medical4	143,085		3.86	%	150,499		4.11	%
Other	522,175		14.08	%	503,723		13.75	%
Total	$	3,709,209	100.00	%	$	3,662,035	100.00	%

1Retail included 1.98% and 2.10%, respectively, of owner occupied real estate at June 30, 2026 and December 31, 2025.

2Office space included 1.64% and 1.65%, respectively, of owner occupied real estate at June 30, 2026 and December 31, 2025.

3Industrial included 2.87% and 2.79%, respectively, of owner occupied real estate at June 30, 2026 and December 31, 2025.

4Medical included 1.47% and 1.71%, respectively, of owner occupied real estate at June 30, 2026 and December 31, 2025.

Total loans and leases of $6.6 billion at June 30, 2026 were up $150.9 million, or 2.3%, from December 31, 2025, mainly in the commercial real estate and commercial and industrial loan portfolios. As of June 30, 2026, total loans and leases represented 75.0% of total assets compared to 74.4% of total assets at December 31, 2025.

Residential real estate loans, including home equity loans, were $1.6 billion at June 30, 2026, up $16.1 million or 1.0% compared to December 31, 2025, and comprised 24.4% of total loans and leases at June 30, 2026. The Company may sell residential real estate loans in the secondary market based on interest rate considerations. The Company's Asset/Liability Committee meets regularly and establishes standards for selling and retaining residential real estate mortgage originations. These residential real estate loans are generally sold to Federal Home Loan Mortgage Corporation ("FHLMC") without recourse in accordance with standard secondary market loan sale agreements. These residential real estate loans also are subject to customary representations and warranties made by the Company, including representations and warranties related to gross incompetence and fraud. The Company has not had to repurchase any loans as a result of these representations and warranties.

During the first six months of 2026 and 2025, the Company sold residential loans totaling $43.2 million and $34.6 million, respectively, recognizing gains of $1.5 million and $1.0 million, respectively. These residential real estate loans were sold without recourse in accordance with standard secondary market loan sale agreements. When residential mortgage loans are sold, the Company typically retains all servicing rights, which provides the Company with a source of fee income. Mortgage servicing rights totaled $1.9 million at June 30, 2026, and $1.7 million at December 31, 2025.

Commercial real estate loans and commercial and industrial loans totaled $3.7 billion and $1.2 billion, respectively, and represented 56.2% and 18.1%, respectively, of total loans and leases as of June 30, 2026. The commercial real estate portfolio was up $47.2 million, or 1.3%, compared to December 31, 2025, while commercial and industrial loans were up $90.5 million, or 8.2%, compared to December 31, 2025.

As of June 30, 2026, agriculturally-related loans totaled $358.9 million, or 5.4%, of total loans and leases, compared to $348.8 million, or 5.4%, of total loans and leases at December 31, 2025. Agriculturally-related loans include loans to dairy farms and crop farms. Agriculturally-related loans are primarily made based on identified cash flows of the borrower with consideration given to underlying collateral, personal guarantees, and government related guarantees. Agriculturally-related loans are generally secured by the assets or property being financed or other business assets such as accounts receivable, livestock, equipment or commodities/crops.

The Company’s loan and lease customers are located primarily in the New York and Pennsylvania communities served by its subsidiary bank. Although operating in numerous communities in New York and Pennsylvania, the Company is still dependent on the general economic conditions of these states and the local economic conditions of the communities within those states in which the Company does business.

The Allowance for Credit Losses

The below table represents the allowance for credit losses as of June 30, 2026, December 31, 2025, and June 30, 2025. The table provides, as of the dates indicated, an allocation of the allowance for credit losses for inherent loan losses by type. The allocation is neither indicative of the specific amounts or the loan categories in which future charge-offs may occur, nor is it an indicator of future loss trends. The allocation of the allowance for credit losses to each category does not restrict the use of the allowance to absorb losses in any other category.


(In thousands)	06/30/2026			12/31/2025			06/30/2025
Allowance for credit losses
Commercial and industrial	$	11,432		$	10,234		$	9,160
Commercial real estate	35,835			35,255			35,765
Residential real estate	10,050			10,893			12,065
Consumer and other	1,105			1,230			1,509
Finance leases	57			59			56
Total	$	58,479		$	57,671		$	58,555
Allowance for credit losses as a percentage of total loans and leases	0.89		%	0.89		%	0.95		%
Allowance/nonperforming loans and leases	111.29		%	120.30		%	111.55		%

Activity in the Company’s allowance for credit losses during the first six months of 2026 and 2025 is illustrated in the table below:


Analysis of the Allowance for Credit Losses
(In thousands)	6/30/2026			06/30/2025
Average loans outstanding during period	$	6,480,319		$	6,077,749
Allowance at beginning of year, prior to adoption of ASU 2016-13	57,671			56,496

Balance of allowance at beginning of year	57,671			56,496
LOANS CHARGED-OFF:
Commercial and industrial	1,126			198
Commercial real estate	0			4,882
Residential real estate	932			0
Consumer and other	840			1,297

Total loans charged-off	$	2,898		$	6,377
RECOVERIES OF LOANS PREVIOUSLY CHARGED-OFF:
Commercial and industrial	119			51
Commercial real estate	6			4
Residential real estate	139			35
Consumer and other	268			300

Total loans recovered	$	532		$	390
Net loans charged-off (recovered)	2,366			5,987
Provision for credit losses related to loans	3,174			8,046
Balance of allowance at end of period	$	58,479		$	58,555
Annualized net charge-offs on loans to average total loans and leases during the period	0.07		%	0.20		%

As of June 30, 2026, the allowance for credit losses was $58.5 million, up $808,000 or 1.4% compared to December 31, 2025, and in line with the allowance at June 30, 2025. The allowance for credit losses as a percentage of total loans measured 0.89% at June 30, 2026, unchanged from December 31, 2025, and down from the 0.95% reported at June 30, 2025. The decrease in the allowance for credit losses coverage ratio compared to June 30, 2025 was mainly due to the improved economic forecasts for unemployment and gross domestic product.

The ratio of the allowance to nonperforming loans and leases was 111.29% at June 30, 2026, compared to 120.30% at December 31, 2025, and 111.55% at June 30, 2025. The decrease in the ratio compared to year-end 2025 was due to an increase in nonperforming loans and leases. At June 30, 2026 nonperforming loans and leases were $4.6 million or 9.6% higher than at December 31, 2025. The Company’s nonperforming loans and leases are mostly comprised of collateral-dependent loans with limited exposure or loans that require limited specific reserve due to the level of collateral available with respect to these loans and/or previous charge-offs.

The provision expense for credit losses for loans is based upon the Company's quarterly evaluation of the appropriateness of the allowance for credit losses. The provision for credit losses for loans for the second quarter of 2026 was $2.0 million compared to $2.8 million for the second quarter of 2025. For the six month period ended June 30, 2026, the provision for credit losses for loans was $3.2 million compared to $8.0 million for the same period in 2025. Net charge-offs for the three and six months ended June 30, 2026 were $1.6 million and $2.4 million, respectively, compared to $5.3 million and $6.0 million, respectively, for the same periods in 2025. The year-over-year decrease in net charge-offs was mainly due to a partial charge-off of $4.7 million during the second quarter of 2025 related to one commercial real estate relationship totaling $18.1 million.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

For the three months ended June 30, 2026, the provision for credit losses for off-balance sheet credit exposures was a credit of $460,000 compared to a credit of $6,000 for the same period in 2025. For the six month period ended June 30, 2026, the provision for credit losses for off-balance sheet credit exposures was a credit of $170,000 compared to $21,000 expense for the same period in 2025. The decrease for both periods in 2026 over 2025 was mainly attributable to a lighter commercial loan pipeline.


Analysis of Past Due and Nonperforming Loans
(In thousands)	6/30/2026			12/31/2025			6/30/2025
Loans 90 days past due and accruing


Residential real estate	$	1		$	1		$	1
Consumer and other	121			145			165
Total loans 90 days past due and accruing	$	122		$	146		$	166
Nonaccrual loans
Commercial and industrial	$	10,416		$	8,305		$	2,570
Commercial real estate	23,948			22,864			32,680
Residential real estate	18,007			16,555			16,949
Consumer and other	55			70			126
Total nonaccrual loans	$	52,426		$	47,794		$	52,325

Total nonperforming loans and leases	$	52,548		$	47,940		$	52,491
Other real estate owned	384			229			81
Total nonperforming assets	$	52,932		$	48,169		$	52,572

Total nonperforming loans and leases as percentage of total loans and leases	0.80		%	0.74		%	0.85		%
Total nonperforming assets as percentage of total assets	0.60		%	0.56		%	0.63		%

Asset quality measures at June 30, 2026 were mixed compared to December 31, 2025, and generally favorable compared to June 30, 2025. The above table shows nonperforming loans and leases and total nonperforming assets at June 30, 2026 up from year-end 2025, and in line with June 30, 2025.

Nonperforming assets include loans past due 90 days and accruing, nonaccrual loans, and foreclosed real estate/other real estate owned. Total nonperforming assets of $52.9 million at June 30, 2026 were up $4.8 million, or 9.9%, compared to December 31, 2025, and $360,000, or 0.7%, compared to June 30, 2025. Nonperforming assets represented 0.60% of total assets at June 30, 2026, up from 0.56% at December 31, 2025, and down from 0.63% at June 30, 2025. The increase in nonperforming assets from year-end 2025 included one commercial relationship totaling $2.0 million and one commercial real estate relationship totaling $2.2 million. Our peer group's average ratio of nonperforming assets to total assets was 0.62% at March 31, 2026.

Loan internally-classified Special Mention or Substandard totaled $140.0 million at June 30, 2026, compared to $134.5 million reported at December 31, 2025, and $96.8 million at June 30, 2025.

Loans past due 30-89 days totaled $4.7 million or 0.07% of total loans at June 30, 2026, down from $8.8 million or 0.14% of total loans at year-end 2025 and down from $5.9 million or 0.09% of total loans at June 30, 2025.

Deposits and Other Liabilities

Total deposits of $7.0 billion at June 30, 2026 were up $91.4 million, or 1.3%, compared to December 31, 2025, and were up $313.3 million, or 4.7%, compared to June 30, 2025. The increase from year-end 2025 was primarily in checking, money market and savings accounts, which were up $50.8 million, or 1.4%, and non-interest bearing deposits, which were up $33.4 million, or 1.8%. The increase in deposits over year-end 2025 was mainly due to the seasonal inflow of municipal deposits in the first quarter of 2026. Brokered time deposits were up $54.6 million or 54.1% from year-end 2025.

The Company is a participant in the IntraFi Network's IntraFi Cash Service (ICS) and Certificate of Deposit Account Registry Service (CDARS) programs. The Company uses these deposit sweep services to place customer funds from interest-bearing demand accounts, money market accounts, and/or time deposits to be placed with other participating network banks. Customer funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a program participant, we receive reciprocal amounts of deposits from other participating network banks equal to the amount of our customer funds placed in the IntraFi Network. In addition to the reciprocal funding programs, the Company may utilize both the ICS and CDARS programs to obtain wholesale funding through One-Way Buy transactions. Funds obtained using One-Way Buy transactions are classified as brokered deposits. At June 30, 2026 the Company held $1.0 million in CDARS One-Way Buy funds.

The most significant source of funding for the Company is core deposits. The Company defines core deposits as total deposits less time deposits of $250,000 or more, brokered deposits, municipal money market deposits, and reciprocal deposit relationships with municipalities. Core deposits of $5.5 billion at June 30, 2026 decreased by $42.9 million, or 0.8%, from year-end 2025, but increased by $104.9 million, or 2.0% from June 30, 2025. Core deposits represented 77.9% of total deposits at June 30, 2026, compared to 79.5% of total deposits at December 31, 2025 and 80.0% at June 30, 2025.

The Company uses both retail and wholesale repurchase agreements. Retail repurchase agreements are arrangements with local customers of the Company, in which the Company agrees to sell securities to the customer with an agreement to repurchase those securities at a specified later date. Retail repurchase agreements totaled $33.0 million at June 30, 2026, and $45.6 million at December 31, 2025. Management generally views retail repurchase agreements as an alternative to large time deposits.

The Company has established several unsecured Federal funds purchased lines through various correspondent bank relationships, totaling $149.0 million. Federal funds purchased from correspondent banks totaled $148.7 million as of June 30, 2026 compared to $50.0 million at December 31, 2025.

The Company’s other borrowings totaled $546.4 million at June 30, 2026, down $18.1 million, or 3.2%, from $564.4 million at December 31, 2025. Other borrowings at June 30, 2026 consisted of $235.8 million in FHLB overnight advances and $310.6 million of FHLB term advances, compared to $395.0 million FHLB overnight advances and $169.4 million of FHLB term advances at year end 2025. Of the $310.6 million in FHLB term advances at June 30, 2026, $235.6 million was due to mature in less than one year and $75.0 million was due to mature in over one year.

Capital

Total equity was $959.9 million at June 30, 2026, an increase of $21.6 million, or 2.3%, from December 31, 2025. The increase was driven by net income of $60.4 million for the six months ended June 30, 2026, partially offset by dividends of $19.3 million and a $13.0 million decrease in accumulated other comprehensive income due primarily to the change in the fair value of securities available for sale.

The Company and its subsidiary bank are subject to various regulatory capital requirements administered by Federal bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s business, results of operation and financial condition. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (PCA), banks must meet specific guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classifications of the Company and its subsidiary banks are also subject to qualitative judgments by regulators concerning components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the maintenance of minimum amounts and ratios of common equity Tier 1 capital, Total capital and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that, as of June 30, 2026, the Company and its subsidiary bank met all capital adequacy requirements to which they are subject.

The following table provides a summary of the Company’s capital ratios as of June 30, 2026:


Regulatory Capital Analysis
June 30, 2026	Actual				Well Capitalized Requirement
(dollar amounts in thousands)	Amount		Ratio		Amount		Ratio
Total Capital (to risk weighted assets)	$	978,964	14.88	%	$	657,667	10.00	%
Tier 1 Capital (to risk weighted assets)	919,222		13.98	%	526,134		8.00	%
Tier 1 Common Equity (to risk weighted assets)	919,222		13.98	%	427,484		6.50	%
Tier 1 Capital (to average assets)	919,222		10.69	%	430,057		5.00	%

As of June 30, 2026, the Company’s capital ratios exceeded the minimum required capital ratios plus the fully phased-in capital conservation buffer, and the minimum required capital ratios for well capitalized institutions. The capital levels required for an institution to be considered well capitalized, presented in the above table, are based upon prompt corrective action regulations, as amended to reflect the changes under Basel III Capital Rules.

Total capital as a percent of risk weighted assets increased to 14.9% at June 30, 2026, compared with 14.6% at December 31, 2025. Tier 1 capital as a percent of risk weighted assets increased to 14.0% at June 30, 2026 compared to 13.6% at December

31, 2025. Tier 1 capital as a percent of average assets was 10.7% at June 30, 2026, up from 10.6% as of December 31, 2025. Common equity Tier 1 capital was 14.0% at June 30, 2026, up from 13.6% at December 31, 2025.

As of June 30, 2026, the capital ratios for the Company’s subsidiary bank also exceeded the minimum required capital ratios for well capitalized institutions, plus the fully phased-in capital conservation buffer.

Liquidity

The objective of liquidity management is to ensure the availability of adequate funding sources to satisfy anticipated demand for credit, deposit withdrawals, and business investment opportunities. The Company’s large, stable core deposit base and strong capital position are the foundation for the Company’s liquidity position. The Company uses a variety of resources to meet its liquidity needs, which include deposits, cash and cash equivalents, short-term investments, cash flow from lending and investing activities, repurchase agreements, and borrowings. The Company’s Asset/Liability Management Committee monitors asset and liability positions of the Company’s subsidiary bank individually and on a combined basis. The Committee reviews periodic reports on liquidity and interest rate sensitivity positions. Comparisons with industry and peer groups are also monitored. The Company’s strong reputation in the communities it serves, along with its strong financial condition, provides access to numerous sources of liquidity as described below. Management believes these diverse liquidity sources provide sufficient means to meet all demands on the Company’s liquidity that are reasonably likely to occur. Management measures liquidity, including the level of cash, unencumbered securities, and the availability of dependable borrowing sources. The Board has set a policy limit stating that reliable sources of liquidity should remain in excess of 6% of total assets. The ratio was 15.2% at June 30, 2026, and 16.2% at December 31, 2025. In addition, the Company maintains access to the Federal Reserve Bank borrowing facility, which improved the reliable sources of liquidity ratio by an additional 4.1% at June 30, 2026, and 2.9% at December 31, 2025, to 19.4% and 19.1%, respectively. The Company also maintains board policy limits requiring that on-balance sheet liquidity, which includes liquid assets including cash, overnight funds sold, short-term investments, fair value of encumbered investment securities, and the guaranteed portion of government and agency loans, remain above 3% of total assets. As of the end of the second quarter of 2026, this ratio was 9.7% compared to 11.1% at year-end 2025.

Core deposits, discussed above under "Deposits and Other Liabilities", are a primary and low-cost funding source obtained primarily through the Bank's branch network. In addition to core deposits, the Company uses non-core funding sources to support asset growth. These non-core funding sources include time deposits of $250,000 or more, municipal money market deposits, reciprocal deposits, bank borrowings, Federal funds purchased and securities sold under agreements to repurchase and overnight and term advances from the FHLB. Rates and terms are the primary determinants of the mix of these funding sources. Non-core funding sources of $2.3 billion at June 30, 2026 increased $202.3 million, or 9.7%, as compared to December 31, 2025. Non-core funding sources, as a percentage of total liabilities, were 29.1% at June 30, 2026, compared to 26.9% at December 31, 2025. The increase from year-end 2025 was mainly in municipal money market deposits, Federal funds purchased and brokered deposits.

Non-core funding sources may require securities to be pledged against the underlying liability. Securities held with a carrying value of $1.1 billion at June 30, 2026 and $887.5 million at December 31, 2025, were either pledged or sold under agreements to repurchase. Pledged securities represented 63.9% of total securities at June 30, 2026, compared to 52.1% of total securities at December 31, 2025.

Cash and cash equivalents totaled $147.8 million as of June 30, 2026 which increased from $132.8 million at December 31, 2025. Short-term investments, consisting of securities due in one year or less, decreased from $74.1 million at December 31, 2025, to $54.4 million at June 30, 2026.

Cash flow from the loan and investment portfolios provides a significant source of liquidity. These assets may have stated maturities in excess of one year, but have monthly principal reductions. Total mortgage-backed securities, at fair value, were $932.3 million at June 30, 2026 compared with $901.1 million at December 31, 2025. Outstanding principal balances of residential mortgage loans, consumer loans, and leases totaled approximately $1.7 billion at June 30, 2026, in line with December 31, 2025. Aggregate amortization from monthly payments on these assets provides significant additional cash flow to the Company.

The Company's liquidity is enhanced by ready access to national and regional wholesale funding sources including Federal funds purchased, repurchase agreements, brokered deposits, and FHLB advances. Through its subsidiary bank, the Company has borrowing relationships with the FHLB and correspondent banks, which provide secured and unsecured borrowing capacity. As a member of the FHLB, the Company can use certain unencumbered mortgage-related assets and securities to secure borrowings from the FHLB. At June 30, 2026, the established borrowing capacity with the FHLB was $1.2 billion, or 13.9% of total assets, with available unencumbered mortgage-related assets of $491.2 million. Additional assets may also qualify as collateral for FHLB advances, upon approval of the FHLB. Additionally, through various programs at the Federal Reserve Bank, the Company has the ability to use certain unencumbered loans and securities to secure borrowings from the

Federal Reserve Bank's Discount Window. At June 30, 2026 the Company's available borrowing capacity with the Federal Reserve Bank was $361.4 million, all of which was secured by loans. In addition to the available borrowing lines at the FHLB and Federal Reserve Bank, as of June 30, 2026, the Company maintained $595.8 million of unencumbered securities which could be pledged to further enhance secured borrowing capacity.

Non-GAAP Disclosure

The following table includes disclosure of non-GAAP financial measures. Tangible common equity, a non-GAAP financial measure, is total stockholders' equity less intangible assets. Tangible book value per share is tangible equity divided by total shares issued and outstanding. These measures adjust common equity per share to exclude the effects of goodwill and intangible amortization expense on earnings, equity, and capital. 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 should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP. Tangible common equity and tangible book value per share as 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
(In thousands, except share and per share data)	06/30/2026		12/31/2025
Total common equity (GAAP)	$	959,932	$	938,377
Less: Goodwill and intangibles	72,766		72,766
Tangible common equity (Non-GAAP)	887,166		865,611
Ending shares outstanding	14,382,196		14,420,495
Common equity book value per share (GAAP)	$	66.74	$	65.07
Tangible book value per share (Non-GAAP)	$	61.68	$	60.03

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Interest rate risk is the primary market risk category associated with the Company's operations. Interest rate risk refers to the volatility of earnings caused by changes in interest rates. The Company manages interest rate risk using income simulation to measure interest rate risk inherent in its on-balance sheet and off-balance sheet financial instruments at a given point in time. The simulation models are used to estimate the potential effect of interest rate shifts on net interest income for future periods. Each quarter the Company's Asset/Liability Management Committee reviews the simulation results to determine whether the exposure of net interest income to changes in interest rates remains within Board-approved levels. The Committee also considers strategies to manage this exposure and incorporates these strategies into the investment and funding decisions of the Company. The Company uses derivatives to manage various risks and to accommodate the business requirements of its customers. Additional information on derivatives is available in "Note 11 - Derivatives and Hedging Activities" in the Notes to Unaudited Consolidated Financial Statements in Part I, "Financial Statements" of this Report on Form 10-Q.

The Company's Board of Directors has set a policy that interest rate risk exposure will remain within a range whereby net interest income will not decline by more than 10% in one year as a result of a 200 basis point parallel change in rates over a one-year time frame. Based upon the most recent simulation analysis performed as of May 31, 2026, a 200 basis point parallel upward change in interest rates over a one-year time frame would result in a one-year decrease in net interest income from the base case of approximately 1.8%, while a 200 basis point parallel decline in interest rates over a one-year period would result in a one year increase in net interest income of 1.2% from the base case. This simulation assumes no balance sheet growth, no changes in balance sheet mix, deposit rates move in a manner that reflects the historical relationship between deposit rate movement and changes in Federal funds rate, and no management action to address balance sheet mismatches.

The decrease in net interest income in the rising rate scenario is a result of the balance sheet showing a slightly more liability sensitive position over a one year time horizon. As such, in a rising rate scenario, in the short-term, net interest income would be expected to trend slightly below the base assumption, as upward adjustments to rate sensitive deposits and short-term funding outpace increases to asset yields which are concentrated in intermediate to longer-term products. As intermediate and longer-term assets continue to reprice/adjust into higher rate environment and funding costs stabilize, the simulation shows net interest income would be expected to trend upwards.

The 200 basis point decline scenario increases net interest income slightly in the first year as a result of the Company's assets repricing downward to a lesser degree than the rates on the Company's interest-bearing liabilities, mainly deposits and overnight borrowings. The model assumes that prepayments accelerate in the down interest rate environment resulting in additional pressure on asset yields as proceeds are reinvested at lower rates.

The most recent simulation of a base case scenario, which in addition to the above assumptions, also assumes interest rates remain unchanged from the date of the simulation, reflects a net interest margin that is increasing over the next 12 months.

Although the simulation model is useful in identifying potential exposure to interest rate movements, actual results may differ from those modeled as the repricing, maturity, balance sheet mix, and prepayment characteristics of financial instruments may change to a different degree than modeled. In addition, the model does not reflect actions that management may employ to manage the Company's interest rate risk exposure. The Company's current liquidity profile, capital position, and growth prospects offer a level of flexibility for management to take actions that could offset some of the negative effects of unfavorable movements in interest rates. Management believes the current exposure to changes in interest rates is not significant in relation to the earnings and capital strength of the Company.

In addition to the simulation analysis, management assesses the Company's exposure to changes in interest rates using an interest rate gap measure. The table below is a Condensed Static Gap Report, which illustrates the anticipated repricing intervals of assets and liabilities as of June 30, 2026. The Company’s one-year net interest rate gap was a positive $25.3 million, or 0.29% of total assets at June 30, 2026, compared with a negative $106.9 million, or 1.23% of total assets at December 31, 2025. A negative gap position exists when the amount of interest-bearing liabilities maturing or repricing exceeds the amount of interest-earning assets maturing or repricing within a particular time period. This analysis demonstrates that the timing of repricing of the Company’s interest earning assets and interest-bearing liabilities over the next 12 months is relatively similar, suggesting net interest income contains minimal risk of decline in either a rising or falling rate environment over the next 12 months. An interest rate gap measure could be significantly affected by external factors such as a rise or decline in interest rates, loan or securities prepayments, and deposit withdrawals.


Condensed Static Gap - June 30, 2026						Repricing Interval
(In thousands)	Total		0-3 months			3-6 months			6-12 months			Cumulative 12 months
Interest-earning assets1	$	8,438,534	$	2,170,448		$	403,113		$	697,524		$	3,271,085
Interest-bearing liabilities	5,826,849		2,469,374			398,059			378,381			3,245,814
Net gap position			$	(298,926)		$	5,054		$	319,143		$	25,271
Net gap position as a percentage of total assets			(3.40)		%	0.06		%	3.63		%	0.29		%

1 Balances of available securities are shown at amortized cost

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2026.

Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report on Form 10-Q, the Company's disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2026, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is subject to various claims and legal actions that arise in the ordinary course of conducting business. As of June 30, 2026, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against the Company or its subsidiaries will be material to the Company's consolidated financial position. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with such legal proceedings. Although the Company does not believe that the outcome of pending litigation will be material to the Company's consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.

Item 1A. Risk Factors

There have been no material changes in the risk factors previously disclosed under Item 1A. in the Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities


	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
	(a)	(b)		(c)	(d)
April 1, 2026 through April 30, 2026	9,136	$	80.85	6,875	347,055
May 1, 2026 through May 31, 2026	9,492	83.26		4,912	342,143
June 1, 2026 through June 30, 2026	0	0.00		0	342,143
Total	18,628	$	82.08	11,787	342,143

Included in the table above are 1,674 shares purchased in April 2026, at an average cost of $80.09, and 508 shares purchased in May 2026, at an average cost of $81.75, by the trustee of the rabbi trust established by the Company under the Company’s Stock Retainer Plan For Eligible Directors of Tompkins Financial Corporation and Participating Subsidiaries (the "Director Retainer Plan"), which were part of the director deferred compensation under that plan. In addition, the table includes 587 and 4,072 shares delivered to the Company at an average price of $80.37 and $84.18 in April and May 2026, respectively, to satisfy mandatory tax withholding requirements upon vesting of restricted stock under the Company's 2019 Equity Incentive Plan.

On July 24, 2025, the Company’s Board of Directors authorized a share repurchase plan (the “2025 Repurchase Plan”) under which the Company may repurchase up to 400,000 shares of the Company’s common stock over the 24 months following adoption of the plan. Shares may be repurchased from time to time under the 2025 Repurchase Plan in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The Company has no obligation to repurchase any shares and may discontinue repurchases at any time. As of June 30, 2026, 57,857 shares had been repurchased under the 2025 Repurchase Plan at an average price of $76.57.

Recent Sales of Unregistered Securities

On April 6, 2026, we issued an aggregate of 643 shares of our common stock to non-employee members of our Board of Directors who elected to receive all or a portion of their quarterly director retainer fees in Company stock pursuant to the Director Retainer Plan. These shares were valued at $80.09 per share, which was based on the price at which shares of common stock were purchased on the open market for directors who elected to receive deferred stock under the Retainer Plan. The aggregate value of the issued shares was $51,497.87. The shares were issued to our non-employee directors in private transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

(a)

None

(b)

None

(c)

None

Item 6. Exhibits

EXHIBIT INDEX


Exhibit Number			Description
3.1			Amended and Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3(i) to the Company’s Form 10-Q, filed with the Commission on August 11, 2008.
3.2			Second Amended and Restated Bylaws of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 31, 2011.
31.1			Certification of Principal Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith).
31.2			Certification of Principal Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith).
32.1			Certification of Principal Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, 18 U.S.C. Section 1350 (filed herewith).
32.2			Certification of Principal Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, 18 U.S.C. Section 1350 (filed herewith).
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
104			Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded with the inline XBRL document.

** Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Condition as of June 30, 2026 and December 31, 2025; (ii) Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025; (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025; (v) Consolidated Statements of Changes in Shareholders' Equity for the three and six months ended June 30, 2026 and 2025; and (vi) Notes to Unaudited Consolidated Financial Statements.

SIGNATURES

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, thereunto duly authorized.

Date: July 31, 2026

TOMPKINS FINANCIAL CORPORATION