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What changed in TOMPKINS FINANCIAL CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TOMPKINS FINANCIAL CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+396 added−423 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in TOMPKINS FINANCIAL CORP's 2025 10-K

396 paragraphs added · 423 removed · 335 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

59 edited+11 added−23 removed99 unchanged
Biggest changeThe Company has adopted a clawback policy that is intended to comply with the NYSE American listing standards.The Company's rights under this policy to recover excess incentive compensation are in addition to any other remedies available to the Company under applicable law, policy or agreement, including without limitation those rights described under Section 304 of Sarbanes-Oxley.
Biggest changeThe Company's rights under this policy to recover excess incentive compensation are in addition to any other remedies available to the Company under applicable law, policy or agreement, including without limitation the rights described under Section 304 of Sarbanes-Oxley. 9 Table of Contents We believe the Company is compliant with all applicable state and federal regulations regarding incentive compensation.
Policies and procedures are reviewed on a regular basis. Reporting systems are in place to provide management with ongoing information related to loan production, loan quality, concentrations of credit, loan delinquencies and 1 Table of Contents nonperforming and potential problem loans.
Policies and procedures are reviewed on a regular basis. Reporting systems are in place to provide management with ongoing information related to loan production, loan quality, concentrations of credit, loan 1 Table of Contents delinquencies and nonperforming and potential problem loans.
In addition, these regulators must establish regulations or guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements. The agencies proposed such regulations in May 2016, and in May 2024 reproposed the text of the 2016 proposed regulations.
In addition, these regulators must establish regulations or guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements. The agencies proposed such regulations in 2016, and in May 2024 reproposed the text of the 2016 proposed regulations.
The Company makes available free of charge through its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, its proxy statements related to its shareholders’ meetings, and amendments to these reports or statements, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after the Company electronically files such material with, or furnishes such material to, the SEC.
The Company makes available free of charge through its website its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, its proxy statements related to its shareholders’ meetings, and amendments to these reports or statements, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after the Company electronically files such material with, or furnishes such material to, the SEC.
Banking services consist primarily of attracting deposits from the areas served by the Company’s banking subsidiary and using those deposits to originate a variety of commercial loans, agricultural loans, consumer loans, real estate loans, and leases in those same areas. The Company’s lending function is managed within the guidelines of a comprehensive Board of Directors-approved lending policy.
Banking services consist primarily of attracting deposits from the areas served by the Company’s banking subsidiary and using those deposits to originate a variety of commercial loans, agricultural loans, consumer loans, real estate loans, and leases in those same market areas. The Company’s lending function is managed within the guidelines of a comprehensive Board of Directors-approved lending policy.
The FRB reviews, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not "large, complex banking organizations." The findings of the supervisory initiatives are included in reports of examination and deficiencies can lead to limitations on the Company’s abilities and even enforcement actions.
The FRB reviews, as part of its regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not "large, complex banking organizations." The findings of the supervisory initiatives are included in reports of examination and deficiencies can lead to limitations on the Company’s abilities and even enforcement actions.
The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit "unfair, deceptive or abusive" acts and practices. The CFPB has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets.
The CFPB has rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit "unfair, deceptive or abusive" acts and practices. The CFPB has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets.
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.
Competition among financial institutions is primarily 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.
Another important tool in the Company's recruiting and retention strategy is the availability of a remote or hybrid scheduling option for the majority of team members. As of the date of this report, just under half of the Company's employees have taken advantage of this opportunity.
Another important tool in the Company's recruiting and retention strategy is the availability of a remote or hybrid scheduling option for the majority of team members. As of the date of this report, just under half (46%) of the Company's employees have taken advantage of this opportunity.
The Company offers an array of programs including continuing education dedicated to strengthen employee engagement, personal accountability, productivity, and emotional well-being including customized programs, growth-focused coaching sessions, career-path roadmaps, curated learning resources and tuition assistance. The Company provides a blend of in person and virtual learning environments to ensure opportunities are available to all team members across its footprint.
The Company offers an array of programs including continuing education dedicated to strengthening employee engagement, personal accountability, productivity, and emotional well-being, including customized programs, growth-focused coaching sessions, career-path roadmaps, curated learning resources and tuition assistance. The Company provides a blend of in-person and virtual learning environments to ensure opportunities are available to all team members across its footprint.
These regulations also provide for regulatory assessment of a bank’s record in meeting the needs of its service area when considering applications to establish branches, merger applications and applications to acquire the assets and assume the liabilities of another bank. As of December 31, 2024, the Company’s subsidiary bank had a CRA rating of satisfactory.
These regulations also provide for regulatory assessment of a bank’s record in meeting the needs of its service area when considering applications to establish branches, merger applications and applications to acquire the assets and assume the liabilities of another bank. As of December 31, 2025, the Company’s subsidiary bank had a CRA rating of satisfactory.
For further information concerning the regulatory capital requirements, actual capital amounts and the ratios of Tompkins and Tompkins Community Bank, see the discussion in "Note 19 - Regulations and Supervision" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K.
For further information concerning the regulatory capital requirements, actual capital amounts and the ratios of Tompkins and Tompkins Community Bank, see the discussion in "Note 20 - Regulations and Supervision" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K.
The Company is also mindful of macroeconomic factors impacting the financial services industry, such as inflation and continued low unemployment in all four of its markets, and it routinely undertakes a salary and benefit review to confirm that its total compensation is aligned with the market.
The Company is also mindful of macroeconomic factors impacting the financial services industry, such as inflation and continued low unemployment in all four of its market areas, and it routinely undertakes a salary and benefit review to confirm that its total compensation is aligned with the market.
Tompkins Community Bank pays deposit insurance premiums to the FDIC based on assessment rates established by the FDIC. Deposit insurance premiums are based on assets.
Tompkins Community Bank pays deposit insurance premiums to the FDIC based on risk-based assessment rates established by the FDIC. Deposit insurance premiums are based on assets.
Anti-Money Laundering and the USA Patriot Act The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act"), the Bank Secrecy Act of 1970 ("BSA"), the Money Laundering Control Act of 1986, and other 8 Table of Contents federal laws, collectively impose obligations on all financial institutions, including the Company, to implement policies, procedures and controls which are reasonably designed to detect and report instances of money laundering and the financing of terrorism.
Anti-Money Laundering and the USA Patriot Act The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act"), the Bank Secrecy Act of 1970 ("BSA"), the Money Laundering Control Act of 1986, and other federal laws, collectively impose obligations on all financial institutions, including the Company, to implement policies, procedures and controls which are reasonably designed to detect and report instances of money laundering and the financing of terrorism.
A description of markets served by Tompkins Community Bank are included below: Tompkins Central New York ("CNY") We operate 12 branches in our CNY market, with the largest market area being Tompkins County, which has a population of approximately 104,000.
A description of the markets served by Tompkins Community Bank is included below: Tompkins Central New York ("CNY") We operate 12 branches in our CNY market, with the largest market area being Tompkins County, which has a population of approximately 104,000.
The Company is not including the information contained on the Company’s website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K, or into any other report filed with or furnished to the SEC by the Company.
The Company is not including the information 10 Table of Contents contained on the Company’s website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K, or into any other report filed with or furnished to the SEC by the Company.
The Basel III capital framework, among other things, (i) includes the capital measure, "Common Equity Tier 1" ("CET1"), (ii) specifies that Tier 1 capital consists of CET1 and "Additional Tier 1 capital" instruments meeting 6 Table of Contents specified requirements, (iii) defines CET1 narrowly by requiring that most adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expands the scope of the adjustments as compared to existing regulations.
The Basel III capital framework, among other things, (i) includes the capital measure, "Common Equity Tier 1" ("CET1"), (ii) specifies that Tier 1 capital consists of CET1 and "Additional Tier 1 capital" instruments meeting specified requirements, (iii) defines CET1 narrowly by requiring that most adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expands the scope of the adjustments as compared to existing regulations.
Failure to comply with these sanctions could have serious legal, strategic and reputational consequences, and result in civil money penalties against the Company and Tompkins Community Bank. Consumer Protection Laws In connection with its lending and leasing activities, Tompkins Community Bank is subject to a number of federal and state laws designed to protect borrowers and promote lending.
Failure to comply with these sanctions could have serious legal, strategic and reputational consequences, and result in civil money penalties against the Company and Tompkins Community Bank. 8 Table of Contents Consumer Protection Laws In connection with its lending and leasing activities, Tompkins Community Bank is subject to a number of federal and state laws designed to protect borrowers and promote lending.
Tompkins Community Bank is required to comply with the rules of the CFPB; however, these rules are generally enforced by our primary regulator, the FDIC. 9 Table of Contents Cybersecurity The Company is subject to data security standards and privacy and data breach notice requirements as established by federal and state regulators. See Item 1C.
Tompkins Community Bank is required to comply with the rules of the CFPB; however, these rules are generally enforced by our primary regulator, the FDIC. Cybersecurity The Company is subject to data security standards and privacy and data breach notice requirements as established by federal and state regulators. See Item 1C.
In addition, extensions of credit in excess of certain limits must be approved by the bank’s board of directors. Additional restrictions apply to extensions of credit to executive officers of Tompkins Community Bank. A similar scope of restrictions on insider transactions is required by Title 3, Part 11 of NYSDFS Banking regulations.
In addition, extensions of credit in excess of certain limits must be approved by the bank’s board of directors. Additional restrictions apply to extensions of credit to 5 Table of Contents executive officers of Tompkins Community Bank. A similar scope of restrictions on insider transactions is required by Title 3, Part 11 of NYSDFS Banking regulations.
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, financial planning and wealth management, and insurance services. At December 31, 2024, the Company had one wholly-owned banking subsidiary, Tompkins Community Bank.
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, financial planning and wealth management services. At December 31, 2025, the Company had one wholly-owned banking subsidiary, Tompkins Community Bank.
If the company does not return to compliance within 180 days, the FRB may require divestiture of the holding company’s depository institutions. Bank holding companies and banks must also be "well-capitalized" and "well-managed" in order to acquire banks located outside their home state.
If the company does not return to compliance within 180 days, the 4 Table of Contents FRB may require divestiture of the holding company’s depository institutions. Bank holding companies and banks must also be "well-capitalized" and "well-managed" in order to acquire banks located outside their home state.
Copies of these reports are also available at no charge to any person who requests them, with such requests directed to Tompkins Financial Corporation, Investor Relations Department, P.O. Box 460, Ithaca, New 11 Table of Contents York 14851, telephone no. (888) 503-5753.
Copies of these reports are also available at no charge to any person who requests them, with such requests directed to Tompkins Financial Corporation, Investor Relations Department, P.O. Box 460, Ithaca, New York 14851, telephone no. (888) 503-5753.
Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized or undercapitalized, may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition or an unsafe or unsound practice, warrants such treatment.
Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized or undercapitalized, may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an 6 Table of Contents unsafe or unsound condition or an unsafe or unsound practice, warrants such treatment.
In general, the BHC Act limits the business of bank holding companies to banking, managing or controlling banks, 4 Table of Contents and other activities that the FRB has determined to be closely related to banking.
In general, the BHC Act limits the business of bank holding companies to banking, managing or controlling banks, and other activities that the FRB has determined to be closely related to banking.
The Company’s common 3 Table of Contents stock is traded on the NYSE American under the Symbol "TMP" and as a result the Company is subject to the rules of the NYSE American for listed companies.
The Company’s common stock is traded on the NYSE American under the Symbol "TMP" and as a result the Company is subject to the rules of the NYSE American for listed companies.
As of December 31, 2024, the Company's total assets on a consolidated basis were $8.1 billion. Federal Bank Holding Company ("BHC") Regulation We are a bank holding company subject to regulation under the BHC Act and the examination and reporting requirements of the FRB.
As of December 31, 2025, the Company's total assets on a consolidated basis were $8.7 billion. Federal Bank Holding Company ("BHC") Regulation We are a bank holding company subject to regulation under the BHC Act and the examination and reporting requirements of the FRB.
A key component of the Company's recruitment and retention strategy is to offer employees at all levels the opportunity to participate in the Company’s success. The Company maintains a robust Profit-Sharing plan for all employees who meet minimum service requirements. As of December 31, 2024, 84% of all employees received a profit-sharing contribution during 2024.
A key component of the Company's recruitment and retention strategy is to offer employees at all levels the opportunity to participate in the Company’s success. The Company maintains a robust profit-sharing plan for all employees who meet minimum service requirements. As of December 31, 2025, 82% of all eligible employees received a profit-sharing contribution during 2025.
Tompkins Community Bank's failure to comply with any of the consumer financial laws can result in civil actions, regulatory enforcement action by the federal banking agencies and the U.S. Department of Justice. Additionally, the Dodd-Frank Act established the Consumer Financial Protection Bureau ("CFPB") with broad powers to supervise and enforce consumer protection laws.
Tompkins Community Bank's failure to comply with any of the consumer protection laws could result in civil actions, regulatory enforcement action by the federal banking agencies and the U.S. Department of Justice. The Dodd-Frank Act established the Consumer Financial Protection Bureau ("CFPB") to supervise and enforce consumer protection laws.
The Company also offers incentive and/or equity compensation plans or programs to employees at many levels of the Company and, as of December 31, 2024, 55% of all employees had an opportunity to earn supplemental compensation reflective of their position and overall contributions towards the Company’s strategic objectives.
The Company also offers incentive and/or equity compensation plans or programs to employees at many levels of the Company and, as of December 31, 2025, 52% of all eligible employees had an opportunity to earn supplemental compensation reflective of their position and overall contributions towards the Company’s strategic objectives.
The 16 banking offices include 10 offices in Berks County, 3 offices in Montgomery County, 1 office in Philadelphia County, 1 office in Delaware County and 1 office in Schuylkill County. The population of the counties served by PA is Philadelphia: 1.6 million, Montgomery: 869,000, Delaware: 577,000, Berks: 433,000 and Schuylkill: 144,000. The main office is located in Wyomissing, Pennsylvania.
The 16 banking offices include 10 offices in Berks County, 3 offices in Montgomery County, 1 office in Philadelphia County, 1 office in Delaware County and 1 office in Schuylkill County. The population of the counties served by PA is Philadelphia: 1.6 million, Montgomery: 879,000, Delaware: 589,000, Berks: 443,000 and Schuylkill: 144,000. The main office is located in Wyomissing, Pennsylvania.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") by way of example, contains a comprehensive set of provisions designed to govern the practices and oversight of financial institutions and other participants in the financial markets. The Dodd-Frank Act made extensive changes in the regulation of financial institutions and their holding companies.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") by way of example, contains a comprehensive set of provisions designed to govern the practices and oversight of financial institutions and other participants in the financial markets.
These Local Acorn Community Alliance teams were established in each of the Company's markets to support our external service efforts, through their focus on providing education and volunteering opportunities that meet the needs of their local communities. Available Information The Company maintains a website at www.tompkinsfinancial.com.
These local community alliance teams support our external service efforts through their focus on providing education and volunteering opportunities that meet the needs of their communities. Available Information The Company maintains a website at www.tompkinsfinancial.com.
In one or more aspects of its business, Tompkins Community Bank competes with other commercial banks, savings and loan associations, credit unions, finance companies, internet-based financial services companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries.
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 Community Bank 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.
Deposit Insurance Substantially all of Tompkins Community Bank's deposits are insured up to applicable limits by the Deposit Insurance Fund ("DIF") of the FDIC and are subject to deposit insurance assessments to maintain the DIF. The Dodd-Frank Act permanently increased the maximum amount of deposit insurance to $250,000 per deposit category, per depositor, per institution retroactive to January 1, 2008.
Deposit Insurance Substantially all of Tompkins Community Bank's deposits are insured up to applicable limits by the Deposit Insurance Fund ("DIF") of the FDIC and are subject to deposit insurance assessments to maintain the DIF. The maximum amount of deposit insurance is $250,000 per deposit category, per depositor, per institution.
The main business office for WNY is located in Batavia, New York and is shared with Tompkins Insurance. Our WNY market is a six-county market, much of which is rural in nature, but also includes Monroe County (population approximately 748,000), where the city of Rochester is located, and Erie County (population approximately 946,000) located near Buffalo, New York.
The main business office for WNY is located in Batavia. Our WNY market is a six-county market, much of which is rural in nature, but which also includes Monroe County (population approximately 754,000), where the city of Rochester is located, and Erie County (population approximately 953,000), which includes the city of Buffalo.
Tompkins Community Bank may declare a dividend without the approval of the NYSDFS and FDIC as long as the total dividends declared in a calendar year do not exceed its net income for the current fiscal year, plus the retained net income for the prior two fiscal years. 5 Table of Contents Transactions with Affiliates and Other Related Parties Transactions between Tompkins Community Bank and its affiliates are regulated under federal banking law.
Tompkins Community Bank may declare a dividend without the approval of the NYSDFS and FDIC as long as the total dividends declared in a calendar year do not exceed its net income for the current fiscal year, plus the retained net income for the prior two fiscal years.
Tompkins Community Bank provides a full array of trust and wealth management services under the Tompkins Financial Advisors brand, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. The Company also has a wholly-owned insurance agency subsidiary, Tompkins Insurance Agencies, Inc. ("Tompkins Insurance").
Tompkins Community Bank provides a full array of trust and wealth management services under the Tompkins Financial Advisors brand, including investment management, trust and estate, financial and tax planning. The Company previously provided insurance services through its wholly-owned insurance subsidiary, Tompkins Insurance Agencies, Inc.
Initiatives in this area include a focus on characteristics such as collaboration, innovation and agility. Narrative Description of Business The Company has identified three business segments, consisting of banking, insurance and wealth management.
Initiatives in this area include a focus on characteristics such as collaboration, innovation and agility. Narrative Description of Business The Company has identified two business segments, consisting of banking and wealth management. Prior to its sale of TIA on October 31, 2025, the Company also had an insurance segment.
This method takes into account various measures, including an institution’s leverage ratio, brokered deposit ratio, one year asset growth, the ratio of net income before taxes to total assets, and considerations related to asset quality.
This method takes into account various measures, including an institution’s leverage ratio, brokered deposit ratio, one year asset growth, the ratio of net income before taxes to total assets, and considerations related to asset quality. FDIC insurance expense totaled $5.8 million, $5.7 million, and $4.3 million in 2025, 2024 and 2023, respectively.
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.
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. 3 Table of Contents Federal Home Loan Bank ("FHLB") System The Federal Home Loan Banks (the "FHLBs") are a group of cooperatives that lending institutions use to finance housing and economic development in local communities.
In October 2022, the SEC adopted a final rule pursuant to the Dodd-Frank Act directing the national securities exchanges and associations, including the NYSE American LLC, on which the Company's stock is listed for trading, to implement listing standards that require listed companies to adopt policies mandating the recovery or “clawback” of incentive-based, executive compensation in connection with accounting restatements due to material noncompliance with federal securities laws.
In October 2023, the NYSE American LLC implemented listing standards consistent with a final rule of the SEC implementing the Dodd-Frank Act that require listed companies to adopt policies mandating the recovery or “clawback” of incentive-based executive compensation in connection with accounting restatements due to material noncompliance with federal securities laws.
The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including material filed by the Company, at www.sec.gov. The information contained on the Company's website is provided for the information of the reader and they are not intended to be active links.
The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including material filed by the Company, at www.sec.gov.
Employees and Human Capital Tompkins' culture is underpinned by its core values, including a commitment to our employees. As of December 31, 2024, the Company had 1,011 total employees, which included 941 full-time employees and 70 part-time and temporary employees.
Employees and Human Capital Tompkins' culture is underpinned by its core values, including a commitment to our employees. As of December 31, 2025, the Company had 870 employees, which included 813 full-time employees and 57 part-time and temporary employees. No employees are covered by a collective bargaining agreement, and the Company believes its employee relations are excellent.
The intent of the policy is to establish a portfolio of high quality diversified securities, which optimizes net interest income within safety and liquidity limits deemed acceptable by the Asset/Liability Management Committee. The Company has operated its insurance agency subsidiary, Tompkins Insurance, since 2001. Insurance services include property and casualty insurance, employee benefit consulting, life, long-term care and disability insurance.
The intent of the policy is to establish a portfolio of high quality diversified securities, which optimizes net interest income within safety and liquidity limits deemed acceptable by the Asset/Liability Management Committee. Wealth management services consist of investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services.
Dutchess County has a population of approximately 297,000, and Westchester County has a population of approximately 991,000. Tompkins Pennsylvania ("PA") We operate 16 banking offices in Pennsylvania, including one limited-service office.
Putnam County has a population of approximately 98,000 and is about 60 miles north of Manhattan. Dutchess County has a population of approximately 302,000, and Westchester County has a population of approximately 1.0 million. 2 Table of Contents Tompkins Pennsylvania ("PA") We operate 16 banking offices in Pennsylvania, including one limited-service office.
The population of the counties in our WNY market, other than Monroe and Erie, is approximately 198,000. 2 Table of Contents Tompkins Hudson Valley New York ("HV") We operate 12 banking offices in our HV market.
The population of the counties in our WNY market, excluding Monroe and Erie, is approximately 199,000. Tompkins Hudson Valley New York ("HV") We operate 12 banking offices in our HV market. The 12 banking offices include 4 full-service offices in Putnam County, 3 full-service offices in Dutchess County, and 5 full-service offices in Westchester County.
Tompkins Community Bank provides wealth management services through Tompkins Financial Advisors, a division of Tompkins Community Bank. As of December 31, 2024, Tompkins Community Bank had consolidated total assets of $8.1 billion, consolidated total loans of $6.0 billion, and consolidated total deposits of $6.5 billion.
As of December 31, 2025, Tompkins Community Bank had consolidated total assets of $8.7 billion, consolidated total loans of $6.4 billion, and consolidated total deposits of $7.1 billion.
The Company’s principal offices are located at 118 E. Seneca St., P.O. Box 460, Ithaca, New York, 14850, and its telephone number is (888) 503-5753.
("TIA"), but on October 31, 2025, the Company sold all of the issued and outstanding shares of the capital stock of TIA, to Arthur J. Gallagher Risk Management Services, LLC ("Gallagher"). The Company’s principal offices are located at 118 E. Seneca St., P.O. Box 460, Ithaca, New York, 14850, and its telephone number is (888) 503-5753.
Our leadership team sponsors initiatives and events that recognize and engage our employees, and strengthen our employees’ sense of belonging within our organization. These initiatives include educational opportunities, celebrating cultural events, and sponsoring local teams that enhance our employee engagement.
The Company supports initiatives and events that recognize and engage our employees, and strengthen our employees’ sense of belonging within our organization. These initiatives include educational opportunities, participation in community and cultural events, and sponsorship of local community alliance teams of employees in each of the Company's markets.
In 2024, Tompkins' centralized Talent Acquisition Team reported challenges in recruiting and retaining qualified talent in our insurance sales positions due to competition for a limited number of experienced individuals.
The Company’s demand for qualified candidates at all levels of its organization grows as the Company’s business grows. In 2025, the Company's centralized talent acquisition team reported challenges in recruiting qualified talent in our commercial and wealth management sales positions due to competition for a limited number of experienced individuals.
Cybersecurity for a detailed discussion of cybersecurity and Item 1A. Risk Factors for a discussion of risks related to cybersecurity.
Cybersecurity for a discussion of the Company's cybersecurity risk assessment and management processes and strategies and related governance matters, and Item 1A. Risk Factors for a discussion of risks faced by the Company related to cybersecurity.
The FDIC's Board of Directors also increased initial base deposit insurance assessment rate schedules uniformly by 2 basis points, effective in the first quarterly assessment period of 2023.
In October 2023, the FDIC amended the restoration plan to increase the initial base deposit insurance assessment rate schedules uniformly by 2 basis points, effective in the first quarterly assessment period of 2023, in order to increase the likelihood of meeting the statutory reserve ratio by the statutory deadline.
Some of these competitors have substantially greater resources and lending capabilities and may offer services that the Company does not currently provide. In addition, many of the Company’s non-bank competitors are not subject to the same extensive State and Federal regulations that govern financial holding companies and Federally-insured banks.
Some of these competitors have substantially greater resources and lending capabilities and may offer services that the Company does not currently provide.
Federal Home Loan Bank ("FHLB") System The Federal Home Loan Banks (the "FHLBs") are a group of cooperatives that lending institutions use to finance housing and economic development in local communities. We are a member of the FHLB of New York ("FHLBNY"). FHLB members are required to maintain a minimum investment in capital stock of the applicable FHLB.
We are a member of the FHLB of New York ("FHLBNY"). FHLB members are required to maintain a minimum investment in capital stock of the applicable FHLB.
Some of the changes brought about by the Dodd-Frank Act were modified by the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (the "Regulatory Relief Act"), signed into law on May 24, 2018.
Although some provisions were modified by the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018, the Dodd-Frank Act made extensive changes in the regulation of financial institutions and their holding companies.
Tompkins Financial Advisors has office locations, and services are available, at certain of Tompkins Community Bank's branch locations. Subsidiaries Tompkins Community Bank Tompkins Community Bank operates 54 branches, 38 branches in New York, and 16 located in Pennsylvania. Tompkins has operated in Ithaca, New York and surrounding communities since 1836.
TIA's revenue and expenses are consolidated into the Company's financials through October 31, 2025. Subsidiary Operations Tompkins Community Bank Tompkins Community Bank operates 54 branches, with 38 branches located in New York, and 16 located in Pennsylvania. Tompkins has operated in Ithaca, New York and surrounding communities since 1836.
While the final rule is currently enjoined as to a group of trade associations while a federal court considers a lawsuit filed by those trade associations challenging the rule, the Company continues to prepare for compliance with the amendments. Federal Securities Laws The common stock of the Company is registered with the SEC under the Exchange Act.
In 2025, those agencies jointly issued a proposal to 7 Table of Contents rescind the 2023 final rule and reinstate the prior CRA regulations that were originally adopted by the agencies in 1995, with certain technical amendments. Federal Securities Laws The common stock of the Company is registered with the SEC under the Exchange Act.
Removed
Tompkins Insurance is headquartered in Batavia, New York. Over the years, Tompkins Insurance has acquired smaller insurance agencies in the market areas served by Tompkins Community Bank and successfully consolidated them into Tompkins Insurance. Tompkins Insurance offers services to customers of Tompkins Community Bank by sharing offices with Tompkins Community Bank.
Added
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.
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In addition to these shared offices, Tompkins Insurance has four stand-alone offices in Western New York. Wealth management services consist of investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. Wealth management services are provided under the trade name Tompkins Financial Advisors.
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Tompkins Community Bank provides a full array of products and services, including commercial and consumer banking. Tompkins Community Bank also provides wealth management services, including investment management, trust and estate, financial and tax planning services, through the Tompkins Financial Advisors brand.
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The 12 banking offices include 4 full-service offices in Putnam County, New York, 3 full-service offices in Dutchess County, New York, and 5 full-service offices in Westchester County, New York. Putnam County has a population of approximately 98,000 and is about 60 miles north of Manhattan.
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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.
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Tompkins Insurance Agencies, Inc. Tompkins Insurance is headquartered in Batavia, New York. Insurance services include property and casualty insurance, employee benefit consulting, and life, long-term care and disability insurance. Tompkins Insurance offers services to customers of the Tompkins Community Bank by sharing offices within Western New York, Central New York and Pennsylvania.
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The Company faces increasing competition from institutions not subject to the same 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.
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In addition to these shared offices, Tompkins Insurance has four stand-alone offices in Western New York. Competition Competition for commercial banking and other financial services is strong in the Company’s market areas.
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Transactions with Affiliates and Other Related Parties Transactions between Tompkins Community Bank and its affiliates are regulated under federal banking law.
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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.
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The FDIA requires the FDIC's board of directors to manage the DIF and to designate a reserve ratio for the DIF. The Dodd-Frank Act established a minimum DIF reserve ratio of 1.35%.
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The Company’s insurance subsidiary is subject to examination and regulation by the NYSDFS and the Pennsylvania Insurance Department. The Company’s wealth management subsidiary is subject to examination and regulation by various regulatory agencies. The trust division of Tompkins Community Bank is subject to examination and comprehensive regulation by the FDIC and NYSDFS.
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If the reserve ratio falls below 1.35% or is expected to within 6 months, the FDIC generally must adopt a restoration plan to restore the DIF reserve ratio to at least 1.35% within 8 years.
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On June 21, 2022, the FDIC adopted an Amended Restoration Plan and a notice of proposed rulemaking to increase the likelihood that the reserve ratio would be restored to at least 1.35% by September 30, 2028.
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Because the reserve ratio fell below 1.35% in 2020, the FDIC established a restoration plan to restore the reserve ratio to 1.35% by September 30, 2028.
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On November 16, 2023, the FDIC issued a final rule implementing a special assessment to recover the loss to the DIF arising from the protection of uninsured depositors following the closures of Silicon Valley Bank and Signature Bank.
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In 2023, the FRB, FDIC, and OCC jointly issued final rules revising their regulations implementing the CRA, but that final rule never took effect due to a preliminary injunction staying its implementation.
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The assessment base for the special assessment is equal to a bank's estimated uninsured deposits, reported for the quarter ended December 31, 7 Table of Contents 2022, adjusted to exclude the first $5 billion in estimated uninsured deposits from the bank, or for banks that are part of a holding company with one or more subsidiary banks, at the banking organization level.
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The Company has adopted a clawback policy that is intended to comply with the NYSE American listing standards.
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The Company is not subject to the special assessment as its uninsured deposits for the December 31, 2022, reporting period, the measurement period for the special assessment, were below the $5 billion exclusion.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

48 edited+4 added−9 removed105 unchanged
Biggest changeBased on our historical growth rates and current size, it is possible that our total assets could exceed $10 billion in the future. Our total consolidated assets as of December 31, 2024 were $8.1 billion. The Dodd-Frank Act and its implementing regulations impose enhanced supervisory requirements on bank holding companies with more than $10 billion in total consolidated assets.
Biggest changeThe Dodd-Frank Act and its implementing regulations impose enhanced supervisory requirements on bank holding companies with more than $10 billion in total consolidated assets. Based on our historical growth rates and current size, it is possible that our total assets will exceed $10 billion in the near future. Our total consolidated assets as of December 31, 2025 were $8.7 billion.
Such potential adverse effects on related farm property operations and management could reduce the related farm properties’ revenues, financial results and ability to service debt, which, in turn, could adversely affect our financial condition and results of operations.
Such potential adverse effects on farm property operations and management could reduce the related farm properties’ revenues, financial results and ability to service debt, which, in turn, could adversely affect our financial condition and results of operations.
We also maintain available lines of credit with the FHLBNY that are secured by loans. Adverse operating results or changes in industry conditions could make it difficult or impossible for us to access these additional funding sources and could make our existing funds more volatile.
We also maintain available lines of credit with the FHLBNY that are secured by loans. Adverse operating results or changes in industry conditions could make it difficult or impossible for us to access these additional funding sources and could make our existing sources of funds more volatile.
Climate change could have a material negative impact on the Company and clients. The Company’s business, as well as the operations and activities of our clients, could be negatively impacted by climate change. Climate change presents both immediate and long-term risks to the Company and its clients, and these risks are expected to increase over time.
Climate change could have a material negative impact on the Company and its clients. The Company’s business, as well as the operations and activities of our clients, could be negatively impacted by climate change. Climate change presents both immediate and long-term risks to the Company and its clients, and these risks are expected to increase over time.
Legal, Compliance and Regulatory Risks The Company operates in a highly regulated environment and may be adversely impacted by current or future laws and regulations due to increased compliance costs, potential fines for noncompliance, and restrictions on our ability to offer products or buy or sell businesses.
Legal, Compliance and Regulatory Risks The Company operates in a highly regulated environment and may be adversely impacted by current or future laws and regulations due to increased compliance costs, potential fines for noncompliance, and restrictions on our ability to offer products or services or buy or sell businesses.
If another FHLB were to default on its obligation to pay principal or interest on any consolidated obligations, the Federal Home Loan Finance Agency (the "Finance Agency") may allocate the outstanding liability among one or more of the remaining Federal Home Loan Banks on a pro rata basis or on any other basis the Finance Agency may determine.
If another FHLB were to default on its obligation to pay principal or interest on any consolidated obligations, the Federal Housing Finance Agency (the "Finance Agency") may allocate the outstanding liability among one or more of the remaining Federal Home Loan Banks on a pro rata basis or on any other basis the Finance Agency may determine.
Additionally, a significant portion of our loan portfolio at December 31, 2024 was secured by real estate and, if the real estate securing our assets is subject to environmental liability, our collateral position may be substantially weakened. Any such environmental liabilities imposed on the Company could have a material adverse impact on the Company's financial condition or results of operations.
Additionally, a significant portion of our loan portfolio at December 31, 2025 was secured by real estate and, if the real estate securing our assets is subject to environmental liability, our collateral position may be substantially weakened. Any such environmental liabilities imposed on the Company could have a material adverse impact on the Company's financial condition or results of operations.
For example, changes in interest rates or interest rate spreads may: • affect the difference between the interest that the Company earns on assets and the interest that the Company pays on liabilities, which impacts the Company's overall net interest income and profitability; • adversely affect the ability of borrowers to meet obligations under variable or adjustable rate loans and other debt instruments, which in turn, affects the Company's loss rates on those assets; • decrease the demand for interest rate-based products and services, including loans and deposits; and • affect prepayment rates on the Company's loans and securities, which could adversely affect the Company's earnings, financial condition and cash flow.
For example, changes in interest rates or interest rate spreads have in the past and may in the future: • affect the difference between the interest that the Company earns on assets and the interest that the Company pays on liabilities, which impacts the Company's overall net interest income and profitability; • adversely affect the ability of borrowers to meet obligations under variable or adjustable rate loans and other debt instruments, which in turn, affects the Company's loss rates on those assets; • decrease the demand for interest rate-based products and services, including loans and deposits; and • affect prepayment rates on the Company's loans and securities, which could adversely affect the Company's earnings, financial condition and cash flow.
The Company offers different types of commercial loans to a variety of businesses, and we believe commercial loans will continue to comprise a significant concentration of our loan portfolio in 2025 and beyond. Real estate lending is generally considered to be collateral-based lending with loan amounts based on predetermined loan-to-collateral values.
The Company offers different types of commercial loans to a variety of businesses, and we believe commercial loans will continue to comprise a significant concentration of our loan portfolio in 2026 and beyond. Real estate lending is generally considered to be collateral-based lending with loan amounts based on predetermined loan-to-collateral values.
The Company's attempts to mitigate these threats may not be successful as cybercrimes are complex and continue to evolve.
Cybercrimes are complex and continue to evolve and the Company's attempts to mitigate these threats may not be successful.
Unfavorable or uncertain economic conditions can be caused by many macro and micro factors, including declines in economic growth, business activity or investor or business confidence, limitations on the availability or increases in the cost of credit and capital, increases in inflation or interest rates, the timing and impact of changing governmental policies, and the impact of widespread protests, civil unrest, wars, pandemics and other public health crises.
Unfavorable or uncertain economic conditions can be caused by many macro and micro factors, including declines in economic growth, business activity or investor or business confidence, limitations on the availability or increases in the cost of credit and capital, increases in inflation or interest rates, the timing and impact of changing governmental policies, including changes in trade policies and tariffs and the impact of widespread protests, civil unrest, wars, pandemics and other public health crises.
A decline in U.S. domestic business and economic conditions, without rapid recovery, could have adverse effects on our business, including the following: 14 Table of Contents • consumer and business confidence levels could be lowered and cause declines in credit usage, adverse changes in payment patterns, decreases in demand for loans or other financial products and services and decreases in deposits or investments in accounts with Company; • the Company’s ability to assess the creditworthiness of its customers may be impaired if the models and approaches the Company uses to select, manage and underwrite its customers become less predictive of future behaviors; • demand for and income received from the Company's fee-based services, including investment services and insurance commissions and fees, could decline, the cost to the Company to provide any or all products and services could increase, and the levels of assets under management could materially impact revenues from our trust and wealth management businesses; and • the credit quality or value of loans and other assets or collateral securing loans may decrease.
A decline in U.S. domestic business and economic conditions, without rapid recovery, could have adverse effects on our business, including the following: • consumer and business confidence levels could be lowered and cause declines in credit usage, adverse changes in payment patterns, decreases in demand for loans or other financial products and services and decreases in deposits or investments in accounts with Company; • the Company’s ability to assess the creditworthiness of its customers may be impaired if the models and approaches the Company uses to select, manage and underwrite its customers become less predictive of future behaviors; • demand for and income received from the Company's fee-based services, including investment and card services, could decline, the cost to the Company to provide any or all products and services could increase, and the levels of assets under management could materially impact revenues from our trust and wealth management businesses; and 13 Table of Contents • the credit quality or value of loans and other assets or collateral securing loans may decrease.
The recent regulatory activity and increased scrutiny have resulted, and may continue to result, in increases in our costs of doing business, and could result in decreased revenues and net income, reduce our ability to effectively compete to attract and retain customers, or make it less attractive for us to continue providing certain products and services.
The recent regulatory activity and increased scrutiny have resulted, and may continue to result, in increases in our costs of doing business, 17 Table of Contents and could result in decreased revenues and net income, reduce our ability to effectively compete to attract and retain customers, or make it less attractive for us to continue providing certain products and services.
Any new regulatory agenda could bring new or changed regulatory requirements and enforcement priorities, which could necessitate changes to the Company’s businesses, result in increased compliance costs and affect the profitability of such businesses.
Any new regulatory agenda could bring new or changed regulatory requirements and enforcement priorities, which could necessitate changes to the Company’s businesses, result in increased compliance costs and affect the profitability of our businesses.
The Company relies on certain external vendors to provide products and services necessary to maintain the day-to-day operations of the Company. Some of the products and services provided by vendors include key components of our business infrastructure including data processing and storage and internet connections and network access, among other products and services.
The Company relies on certain external vendors to provide products and services necessary to maintain the day-to-day operations of the Company. Some of the products and services provided by vendors include key components of our business infrastructure including data processing and storage and internet connections and network access, among other products and 16 Table of Contents services.
We cannot provide any assurance that we 20 Table of Contents will be successful in overcoming these risks or any other problems encountered in connection with acquisitions and any of these risks, if realized, could have an adverse effect on our results of operations and financial condition.
We cannot provide any assurance that we will be successful in overcoming these risks or any other problems encountered in connection with acquisitions and any of these risks, if realized, could have an adverse effect on our results of operations and financial condition.
The most important counterparty for the Company, in terms of liquidity, is the Federal Home Loan 15 Table of Contents Bank of New York ("FHLBNY"). The Company uses FHLBNY as its primary source of overnight funds and also has long-term advances and repurchase agreements with FHLBNY.
The most important counterparty for the Company, in terms of liquidity, is the Federal Home Loan Bank of New York ("FHLBNY"). The Company uses FHLBNY as its primary source of overnight funds and also has long-term advances and repurchase agreements with FHLBNY.
As a result, the FHLBNY’s ability to pay dividends on, to redeem, or to repurchase shares of capital stock could be affected by the financial condition of one or more of the other Federal Home Loan Banks.
As a result, the FHLBNY’s ability to pay dividends on, to redeem, or to repurchase shares of capital 14 Table of Contents stock could be affected by the financial condition of one or more of the other Federal Home Loan Banks.
The Company also maintains important internal Company data such as personally identifiable information about its employees and information relating to operations. Customers and employees have been, and will continue to be, targeted by cybersecurity threats attempting to misappropriate confidential information such as passwords, bank account 17 Table of Contents information or other personal or business information.
The Company also maintains important internal Company data such as personally identifiable information about its employees and information relating to operations. Customers and employees have been, and will continue to be, targeted by cybersecurity threats attempting to misappropriate confidential information such as passwords, bank account information or other personal or business information.
The bank regulatory agencies have increased the 19 Table of Contents regulatory scrutiny of the anti-money laundering programs maintained by financial institutions. The policies and procedures that we have adopted in order to detect and prevent such illegal transactions may not be successful in eliminating all instances of such transactions.
The bank regulatory agencies have increased their regulatory scrutiny of the anti-money laundering programs maintained by financial institutions. The policies and procedures that we have adopted in order to detect and prevent such illegal transactions may not be successful in eliminating all instances of such transactions.
Uncertainty and concern regarding soundness or creditworthiness of other financial institutions has been, and may be in the future, compounded by advances in technology that increase the speed at which deposits can be moved, as well as the speed and reach of media attention, including social media, and its ability to disseminate concerns or rumors, in each case potentially exacerbating liquidity concerns and market disruption within the financial services industry.
Uncertainty and concern regarding soundness or creditworthiness of other financial institutions may be compounded by advances in technology that increase the speed at which deposits can be moved, as well as the speed and reach of media attention, including social media, and its ability to disseminate concerns or rumors, in each case potentially exacerbating liquidity concerns and market disruption within the financial services 12 Table of Contents industry.
The results of such proceedings could lead to delays in or prohibition to acquire other companies, significant penalties, including monetary penalties, damages, adverse judgments, settlements, fines, injunctions, restrictions on the way in which the Company conducts its business, or reputational harm.
The results of such proceedings could lead to delays in or prohibitions on acquiring other companies, significant penalties, including monetary penalties, damages, adverse judgments, settlements, fines, injunctions, restrictions on the way in which the Company conducts its business, or reputational harm.
These types of threats may derive from human error, fraud or malice on the part of external or internal parties, or may result from accidental technological failure.
These types of threats may derive from human error, fraud or malice on the part of external or internal parties, or may result from accidental 15 Table of Contents technological failure.
Refer to "Supervision and Regulation" in Part I, Item 1 - "Business" of this Report on Form 10‑K for additional information on anti-money laundering and anti-terrorism laws impacting the Company’s business. We will be subject to heightened regulatory requirements if we exceed $10 billion in total consolidated assets.
Refer to "Supervision and Regulation" in Part I, Item 1 - "Business" of this Report on Form 10‑K for additional information on anti-money laundering and anti-terrorism laws impacting the Company’s business. We will be subject to heightened regulatory requirements and compliance costs as we approach $10 billion in total consolidated assets.
Fraudulent activity could have a material adverse effect on the Company’s business, financial condition and results of operations. A breach of information or other technological security, including as a result of cyber-attacks, could have a material adverse effect on our business, financial condition and results of operations.
A breach of information or other technological security, including as a result of cyber-attacks, could have a material adverse effect on our business, financial condition and results of operations.
Such events have, and any future events could, adversely impact the market price and volatility of the Company's common stock.
Such events have, and could again in the future, adversely impact the market price and volatility of the Company's common stock.
Flaws in the technology, ethical issues associated with the use of AI, new or increased regulation concerning the use of AI by financial institutions, and other challenges related to the use of AI may limit its usefulness and expose us to competitive harm, potential legal liability, and brand or reputational harm.
Flaws in the technology, questions regarding intellectual property rights and ownership of data, ethical issues associated with the use of AI, new or increased regulation concerning the use of AI by financial institutions, and other challenges related to the use of AI may limit its usefulness and expose us to competitive harm, potential legal liability, and brand or reputational harm.
Federal and state banking regulators and supervisory authorities, investors, and other stakeholders have increasingly viewed financial institutions as important in helping to address the risks related to climate change both directly and with respect to their clients, which may result in financial institutions coming under increased pressure regarding the disclosure and management of their climate risks and related lending and investment activities.
To varying degrees, federal and state banking regulators and supervisory authorities, investors, and other stakeholders have expressed the view that financial institutions are important in helping to address the risks related to climate change, both directly and with respect to their clients, which may result in financial institutions coming under increased pressure regarding the disclosure and management of their climate risks and related lending and investment activities.
As of December 31, 2024, commercial and commercial real estate loans totaled $4.3 billion or 72.2% of the Company's total loans. The Company’s agricultural loans are often dependent upon the health of the agricultural industry in the location of the borrower, and the ability of the borrower to repay may be affected by many factors outside of the borrower’s control.
As of December 31, 2025, commercial and commercial real estate loans totaled $4.8 billion or 73.9% of the Company's total loans. The Company’s agricultural loans are often dependent upon the health of the agricultural industry in the location of the borrower, and the ability of the borrower to repay may be affected by many factors outside of the borrower’s control.
Refer to "Supervision and Regulation" in Part I, Item 1 - "Business" of this Report on Form 10‑K for additional information on material laws and regulations impacting the Company’s business. Financial institutions have become subject to increased scrutiny, more intense supervision and regulation, and more supervisory findings and actions.
Refer to "Supervision and Regulation" in Part I, Item 1 - "Business" of this Report on Form 10‑K for additional information on material laws and regulations impacting the Company’s business. Financial institutions are subject to a high level of scrutiny, intense supervision and regulation, and supervisory findings and actions.
The Company and its subsidiaries are, from time to time, named or threatened to be named as defendants in various lawsuits arising from their respective business activities, including activities of companies they have acquired.
The Company’s primary business of financial services involves substantial risk of legal liability. The Company and its subsidiaries are, from time to time, named or threatened to be named as defendants in various lawsuits arising from their respective business activities, including activities of companies they have acquired.
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 within markets currently served by the Company or in other locations that would complement the Company’s business or its geographic reach. Any future acquisitions will be accompanied by the risks commonly encountered in acquisitions.
As such, the Company 18 Table of Contents has acquired, and from time to time considers acquiring, banks, thrift institutions, branch offices of banks or thrift institutions, or other businesses within markets currently served by the Company or in other locations that would complement the Company’s business or its geographic reach.
Any of these scenarios could adversely affect our liquidity, the value of our investment in FHLB common stock and our financial condition. A decline in the value of our goodwill and other intangible assets could adversely affect our financial condition and results of operations. As of December 31, 2024, the Company had $94.8 million of goodwill and other intangible assets.
Any of these scenarios could adversely affect our liquidity, the value of our investment in FHLB common stock and our financial condition. An impairment to our goodwill and other intangible assets could adversely affect our financial condition and results of operations. As of December 31, 2025, the Company had $74.4 million of goodwill and other intangible assets.
As part of the Company’s commercial business lending activities, the Company originates agricultural loans, consisting of agricultural real estate loans and agricultural operating loans. As of December 31, 2024, $327.6 million or 5.4% of the Company’s total loan portfolio consisted of agriculturally-related loans, including $217.6 million in agricultural real estate loans and $110.0 million in agricultural operating loans.
As part of the Company’s commercial business lending activities, the Company originates agricultural loans, consisting of agricultural real estate loans and agricultural operating loans. As of December 31, 2025, $348.8 million or 5.4% of the Company’s total loan portfolio consisted of agriculturally-related loans, including $234.3 million in agricultural real estate loans and $114.5 million in agricultural operating loans.
As we expand the range and complexity of our products and services, we are exposed to increasingly complex risks, including potential fraud, and our employees and risk management systems may not be adequate to mitigate such risks effectively. Our failure to effectively identify and manage these risks and uncertainties could have a material adverse effect on our business.
As we expand the range and complexity of our products and services, we are exposed to increasingly complex risks, including compliance risks and potential fraud, and our employees and risk management systems may not be adequate to mitigate such risks effectively.
Although the Company devotes substantial resources to maintaining effective policies and internal controls to 16 Table of Contents identify and prevent such incidents, given the increasing sophistication of possible perpetrators, the Company may experience financial losses or reputational harm as a result of fraud.
Although the Company devotes substantial resources to maintaining effective policies and internal controls to identify and prevent such incidents, given the increasing sophistication of possible perpetrators, the Company may experience financial losses and reputational harm as a result of fraud. Fraudulent activity could have a material adverse effect on the Company’s business, financial condition and results of operations.
For information about how the Company manages its interest rate risk, refer to Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" of this Report. 13 Table of Contents Adverse developments affecting the banking industry, and resulting media coverage, have contributed to market volatility and regulatory scrutiny in the banking system and have negatively impacted the Company's results of operations and/or stock price, and such adverse effects on the Company could recur or continue.
For information about how the Company manages its interest rate risk, refer to Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" of this Report. Adverse developments affecting the banking industry have in the past negatively impacted, and may in the future negatively impact, the Company's results of operations and/or stock price.
We continually monitor our suite of products and services, and prioritize new offerings based on our determination of customer demand, within regulatory parameters for financial products. We may invest significant time and resources in new products which become obsolete, or do not generate the revenues we had anticipated, or which are ultimately deemed unacceptable by regulatory authorities.
We may invest significant time and resources in new products which become obsolete, or do not generate the revenues we had anticipated, or which are ultimately deemed unacceptable by regulatory authorities.
In addition, from time to time, the Company forecloses on properties or may be deemed to become involved in the management of its borrowers’ properties. The Company could be subject to environmental liabilities imposed by applicable federal and state laws with respect to any of these properties.
The Company could be subject to environmental liabilities imposed by applicable federal and state laws with respect to any of these properties.
In addition, to the extent changes in the political environment have a 12 Table of Contents negative impact on us or on the markets in which we operate, our business, results of operations and financial condition could be materially and adversely impacted in the future.
In addition, to the extent changes in the political environment related to the agriculture industry have a negative impact on our customers or on the markets in which we operate, our business, results of operations and financial condition could be materially and adversely impacted in the future. 11 Table of Contents The Company could be subject to environmental risks and associated costs on real estate properties that are owned by the Company, collateralize the Company’s loans or to which the Company obtains title.
The Company is or may become involved in lawsuits, legal proceedings, information-gathering requests, and investigations by governmental agencies or other parties that may lead to adverse consequences. The Company’s primary business of financial services involves substantial risk of legal liability.
These additional compliance costs may continue to increase and may have a material adverse effect on our results of operations and financial condition. The Company is or may become involved in lawsuits, legal proceedings, information-gathering requests, and investigations by governmental agencies or other parties that may lead to adverse consequences.
Adverse events affecting the financial services industry generally, including bank failures, has caused decreased confidence in the banking system among investors, customers and counterparties, which has generated market volatility among publicly traded bank holding companies.
The bank failures that occurred in 2023 caused decreased confidence in the banking system and led to market price volatility throughout the financial services industry. Future adverse events affecting the financial services industry could again generate market volatility among publicly traded bank holding companies.
Ongoing legislative or regulatory uncertainties and changes regarding climate risk management and practices have and may continue to result in higher regulatory, compliance, credit, and reputational risks and costs. With the increased importance and focus on climate change, we are making efforts to enhance our governance of climate change-related risks and integrate climate considerations into our risk governance framework.
Ongoing legislative or regulatory uncertainties and changes regarding climate risk management and practices have resulted and may continue to result in higher regulatory, compliance, credit, and reputational risks and costs.
The algorithms and models used in AI systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios. The use of AI technologies by financial institutions and their customers, and the regulatory framework and expectations surrounding the use of AI technologies, are in their early stages.
The use of AI technologies by financial institutions and their customers, and the regulatory framework and expectations surrounding the use of AI technologies, are in their early stages.
Furthermore, there is a risk of system failures, disruptions, or vulnerabilities that could compromise the integrity, security or privacy of generated content.
The Company's evaluation, implementation and oversight of AI technologies requires the time and attention of employees including management, which may detract from other business objectives. Furthermore, there is a risk of system failures, disruptions, or vulnerabilities that could compromise the integrity, security or privacy of generated content.
The implementation and use of new and evolving Artificial Intelligence ("AI") technologies present uncertainties and challenges. The financial services industry is subject to rapid technological developments and innovations, including the use of AI technologies. The development and implementation of AI technologies is complex, and there are technical challenges associated with achieving the optimal level of accuracy, efficiency and reliability.
Our failure to effectively identify and manage these risks and uncertainties could have a material adverse effect on our business, results of operations and financial condition. The implementation and use of new and evolving Artificial Intelligence ("AI") technologies present uncertainties and challenges. The financial services industry is subject to rapid technological developments and innovations, including the use of AI technologies.
In addition to the additional regulatory requirements that we will become subject to if we cross this asset threshold, federal financial regulators may require the Company to, or the Company may proactively, take actions to prepare for compliance with such increased regulations before we exceed $10 billion in total consolidated assets.
The Company has taken, and may continue to take, actions to prepare for compliance with the additional regulatory requirements that will apply if we cross this asset threshold. We have begun to incur additional costs, including investments in new technology and the hiring of qualified personnel, to prepare for such compliance.
The Company could be subject to environmental risks and associated costs on real estate properties owned by the Company, real estate properties that collateralize the Company’s loans or real estate properties that the Company obtains title to. The Company owns various properties used in the operation of its business.
The Company owns various properties used in the operation of its business. In addition, from time to time, the Company forecloses on properties and either becomes involved in, or may be deemed to be participating in, the management of its borrowers’ properties.
Removed
Given that climate change could impose systemic risks upon the financial sector, either via disruptions in economic activity resulting from the physical impacts of climate change or changes in policies as the economy transitions to a less carbon-intensive environment, the Company may face regulatory risk of increasing focus on the Company’s resilience to climate-related risks, including in the context of stress testing for various climate stress scenarios.
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The Company's financial condition, results of operations, and cash flows could be materially adversely affected by any impairment charges the Company is required to record to reflect a decline in the fair value of securities in its portfolio.
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Nonetheless, the risks associated 18 Table of Contents with climate change are rapidly changing and evolving in an escalating fashion, making them difficult to assess due to limited data and other uncertainties.
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Any future acquisitions will be accompanied by the risks commonly encountered in acquisitions.
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The Company's insurance agency subsidiary’s commission revenues are based on premiums set by insurers and any decreases in these premium rates could adversely affect its operations and revenues. The Company's insurance agency subsidiary, Tompkins Insurance, derives the bulk of its revenue from commissions paid by insurance underwriters on the sale of insurance products to clients.
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We continually monitor our suite of products and services, and prioritize new offerings based on our determination of customer demand, within regulatory parameters for financial products. We increasingly face competition from other banks and financial services companies that offer emerging financial technologies, including digital wallets, cryptocurrency and other digital currencies and digital financial transactions.
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Tompkins Insurance does not determine the insurance premiums on which its commissions are based. Insurance premiums are cyclical in nature and may vary widely based on market conditions. As a result, insurance brokerage revenues and profitability can be volatile.
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The development and implementation of AI technologies is complex, and there are technical challenges associated with achieving the optimal level of accuracy, efficiency and reliability. The algorithms and models used in AI systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios.
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Revenue from insurance commissions and fees could be negatively affected by fluctuations in insurance premiums and other factors beyond the Company’s control, including changes in laws and regulations impacting the healthcare and insurance markets.
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In addition, there have been and may continue to be various trends in the insurance industry toward alternative insurance markets including, among other things, increased use of self-insurance, captives, and risk retention groups.
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Even if Tompkins Insurance is able to participate in these activities, it is unlikely to realize revenues and profitability as favorable as those realized from our traditional brokerage activities. The Company cannot predict the timing or extent of future changes in premiums and thus commissions.
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As a result, the Company cannot predict the effect that future premium rates will have on its operations. Decreases in premium rates could adversely affect its operations and revenues.
Removed
We may, therefore, incur significant compliance costs in an effort to ensure compliance although we have not reached $10 billion in total consolidated assets. These additional compliance costs, if they occur, may adversely affect our business, results of operations and financial condition.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAnnually, the Audit and Risk Committee reviews and recommends for approval to the Board the Company's Information Security Policy, which outlines the roles, responsibilities, and objectives for the Program.
Biggest changeAnnually, the Directors Risk Committee reviews and recommends for approval to the Board the Company's Information Security Policy, which outlines the roles, responsibilities, and objectives for the Program. On a quarterly basis, the Company’s Chief Information Security Officer ("CISO") presents the Company’s cybersecurity report and related material for review by the Directors Risk Committee and then by the Board.
Governance The Program is governed by the Board of Directors and specifically, the Audit and Risk Committee, as well as two management committees, the Enterprise Risk Management Committee (“ERMC”) and the Technology and Information Security Committee (“TISC”).
Governance The Program is governed by the Board of Directors and specifically, the Directors Risk Committee, as well as two management committees: the Enterprise Risk Management Committee (“ERMC”) and the Technology and Information Security Committee (“TISC”).
The TISC reviews the policies, strategy, emerging topics, risks and general compliance of the programs to ensure they are adequate and sufficient to govern and manage the associated risk of the Company. The TISC coordinates and communicates with the Audit and Risk Committee on risk-related items through the Company’s Enterprise Risk Management Committee.
The TISC reviews the policies, strategy, emerging topics, risks and general compliance of the programs to ensure they are adequate and sufficient to govern and manage the associated risk of the Company. The TISC coordinates and communicates with the Directors Risk Committee on risk-related items through the Company’s Enterprise Risk Management Committee.
The TISC is co-chaired by the Chief Technology Officer, who is responsible for the enterprise-wide information technology program and the CISO, who is responsible for the enterprise-wide information security program. The CISO is a Certified Information Systems Security Professional (CISSP), with over 20 years of experience in a combination of information technology and information security roles.
The TISC is co-chaired by the Chief Technology Officer, who is responsible for the enterprise-wide information technology program and the CISO, who is responsible for the enterprise-wide information security program. The CISO is a Certified Information Systems Security 20 Table of Contents Professional (CISSP), with over 20 years of experience in a combination of information technology and information security roles.
The ERMC reports information about risk to the Audit and Risk Committee on a quarterly basis. The ERMC is chaired by the Director of Enterprise Risk Management and the Chief Risk Officer, who oversees the governance of enterprise-wide Risk Management program(s).
The ERMC reports information about risk to the Directors Risk Committee on a quarterly basis. The ERMC is chaired by the Director of Enterprise Risk Management and the Chief Risk Officer, who oversees the governance of enterprise-wide Risk Management program(s).
The CISO has over nine years of direct leadership experience in the field of information security, and holds a Bachelor’s degree in Information Technology, with an Associate’s degree in Computer Network Managemen t.
The CISO has over ten years of direct leadership experience in the field of information security, and holds a Bachelor’s degree in Information Technology, with an Associate’s degree in Computer Network Managemen t.
As discussed in further detail under the subheading "Governance" below, the Program is fully integrated with the Company's overall enterprise risk management systems and processes. The Company has adopted the Factor Analysis for Information Risk (FAIR) assessment approach, an industry standard risk assessment methodology.
As discussed in further detail under the subheading "Governance" below, the Program is fully integrated with the Company's overall enterprise risk management systems and processes. 19 Table of Contents The Company has adopted the Factor Analysis for Information Risk (FAIR) assessment approach, an industry standard risk assessment methodology.
Item 1C. Cybersecurity Risk management and strategy The Company takes very seriously the responsibilities to protect sensitive information, technology resources, and shareholder value from the risk of cyber threats and incidents.
Item 1C. Cybersecurity Risk management and strategy The Company takes very seriously the responsibility to protect sensitive customer and business information, technology resources, and shareholder value from the risk of cyber threats and incidents.
For a discussion of cybersecurity threats that could materially affect the Company’s business strategy, results of operations or financial condition, please see Item 1A. Risk Factors.
For a discussion of cybersecurity threats that could materially affect the Company’s business strategy, results of operations or financial condition, please see Item 1A. Risk Factors of this Report on Form 10-K.
The Company uses the Federal Financial Institutions Examination Council Cyber Assessment Tool (CAT), the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF), the NYSDFS cybersecurity requirements and the Center for Internet Security (CIS) Critical Controls to help inform the Company of best practices for control implementation and potential risk mitigation opportunities that align with defined risk scenarios, and generally as a baseline for best practice control implementation.
The Company uses the Secure Control Framework (SCF), the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF), the NYSDFS cybersecurity requirements and the Center for Internet Security (CIS) Critical Controls to help inform the Company of best practices for control implementation and potential risk mitigation opportunities that align with defined risk scenarios, and generally as a baseline for best practice control implementation.
When a residual risk exceeds the desired threshold set by the Board-defined risk appetite of the organization, additional controls are recommended and implemented to reduce the potential risk to an acceptable level and provide appropriate management of the cyber risk exposure. 21 Table of Contents In conjunction with the FAIR assessment, the Company uses the MITRE Attack framework to identify the various exploitation techniques and tactics used by the most likely threat actors.
When a residual risk exceeds the desired threshold set by the Board-defined risk appetite of the organization, additional controls are recommended and implemented to reduce the potential risk to an acceptable level and provide appropriate management of the cyber risk exposure.
Annually, the CISO provides security related education to the Board and to the Audit and Risk Committee. The TISC oversees the governance of the Company’s enterprise technology and information security programs, including strategy, management principles, risk and compliance.
This report includes emerging risks, overall program effectiveness/status, cybersecurity incidents, staffing, risk exceptions, and recommended enhancements to the program, as applicable. Annually, the CISO provides security related education to the Board and to the Directors Risk Committee. The TISC oversees the governance of the Company’s enterprise technology and information security programs, including strategy, management principles, risk and compliance.
This framework informs the risk management process with valuable insight into some of the most common, or likely, cyber-attacks the Company should address.
In conjunction with the FAIR assessment, the Company uses the MITRE Attack framework to identify the various exploitation techniques and tactics used by the most likely threat actors. This framework informs the risk management process with valuable insight into some of the most common, or likely, cyber-attacks the Company should address.
The Program includes a Security Response Team (“SRT”) assigned the responsibility to ensure the Company responds to, communicates and effectively remediates, isolates and restores business operations during any security incident.
The Program includes a Security Response Team (“SRT”) assigned the responsibility to ensure the Company responds to, communicates and effectively remediates, isolates and restores business operations during any security incident. The SRT procedures are derived from the National Institute of Standards and Technology (NIST) Incident Response Framework. The ERMC is responsible for overall risk governance and management across Tompkins.
Removed
On a quarterly basis, the Company’s Chief Information Security Officer ("CISO") presents the Company’s cybersecurity report and related material for review by the Audit and Risk Committee and then by the Board. This report includes emerging risks, overall program effectiveness/status, cybersecurity incidents, staffing, risk exceptions, and recommended enhancements to the program, as applicable.
Removed
The SRT procedures are derived from the National Institute of Standards and Technology (NIST) Computer Security and incident Handling framework. 22 Table of Contents The ERMC is responsible for overall risk governance and management across Tompkins.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties The Company’s executive offices are located at 118 East Seneca Street in Ithaca, New York. Tompkins Community Bank has 54 branch offices, of which 25 are owned and 29 are leased at market rents. The Company’s insurance subsidiary has 4 stand-alone offices, of which 2 are owned by the Company and 2 are leased at market rents.
Biggest changeItem 2. Properties The Company’s executive offices are located at 118 East Seneca Street in Ithaca, New York. Tompkins Community Bank has 54 branch offices, of which 25 are owned and 29 are leased at market rents. Management believes the current facilities are suitable for their present and intended purposes.
For additional information about the Company’s facilities, including rental expenses, see "Note 6 - Premises and Equipment" in Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K.
For additional information about the Company’s facilities, including rental expenses, see "Note 7 - Premises and Equipment" in Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K.
Removed
The Company’s wealth management and financial planning division has 2 offices which are leased at a market rent, and shares other locations within branches of Tompkins Community Bank. Management believes the current facilities are suitable for their present and intended purposes.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeAs of December 31, 2024, 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 would 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.
Biggest changeAs of December 31, 2025, 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 would 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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

10 edited+1 added−3 removed12 unchanged
Biggest changeKunkel 54 Executive Vice President December 2021 Stacie M. Mastin 46 Senior Vice President, Director of Human Resources January 2008 John M. McKenna 58 Executive Vice President April 2009 Eric W. Taylor 43 Executive Vice President July 2024 Diane D. Torcello 62 Executive Vice President May 2005 23 Table of Contents Business Experience of the Executive Officers: Stephen S.
Biggest changeMcKenna 59 Executive Vice President April 2009 Eric W. Taylor 44 Executive Vice President July 2024 Diane D. Torcello 63 Executive Vice President May 2005 Business Experience of the Executive Officers: Stephen S. Romaine has served as President and Chief Executive Officer of the Company since January 2007.
Guarino joined the Company in March 2019 as Senior Vice President, Manager of Retail & Small Business Lending, overseeing the bank's consumer, residential, small business and specialty lending areas. In October 2023, he was promoted to Senior Vice President and Chief Banking Operations Officer. Prior to joining the Company, Mr.
Guarino joined the Company in March 2019 as Senior Vice President, Manager of Retail & Small Business Lending, overseeing Tompkins Community Bank’s consumer, residential, small business and specialty lending areas. In October 2023, he was promoted to Senior Vice President and Chief Banking Operations Officer. Prior to joining the Company, Mr.
Ms. Mastin currently serves as president of the Society for Human Resources Management of Tompkins County. 24 Table of Contents John M. McKenna has been employed by the Company since April 2009. He was appointed President of Tompkins Community Bank WNY effective January 1, 2015, and President of Tompkins Community Bank effective January 1, 2022. From 2009 to 2014, Mr.
Ms. Mastin currently serves as president of the Society for Human Resources Management of Tompkins County. John M. McKenna has been employed by the Company since April 2009. He was appointed President of Tompkins Community Bank WNY effective January 1, 2015, and President of Tompkins Community Bank effective January 1, 2022. From 2009 to 2014, Mr.
From 2013 until May 2023, Ms. Torcello served as Senior Vice President and Community Banking Manager for Western New York, where she oversaw all staff and operations in the Western New York branch network. 25 Table of Contents PART II
Torcello served as Senior Vice President and Community Banking Manager for Western New York, where she oversaw all staff and operations in the Western New York branch network. 23 Table of Contents PART II
Item 4. Mine Safety Disclosures Not applicable. Information About Our Executive Officers The information concerning the Company’s executive officers is provided below as of February 28, 2025. Name Age Title Year Joined Company Stephen S. Romaine 60 President and CEO January 2000 Matthew D. Tomazin 40 Executive Vice President, CFO and Treasurer April 2019 Johanna B.
Item 4. Mine Safety Disclosures Not applicable. Information About Our Executive Officers The information concerning the Company’s executive officers is provided below as of February 26, 2026. Name Age Title Year Joined Company Stephen S. Romaine 61 President and CEO January 2000 Matthew D. Tomazin 41 Executive Vice President, CFO and Treasurer April 2019 David M.
Tomazin joined the Company in April 2019 as Vice President and Senior Quantitative Analyst and served as Senior Vice President and Treasurer from February 2021 to September 2023. From 2008 until April 2019, Mr.
Tomazin has served as Executive Vice President, Chief Financial Officer & Treasurer of the Company since October 2023. Mr. Tomazin joined the Company in April 2019 as Vice President and Senior Quantitative Analyst and served as Senior Vice President and Treasurer from February 2021 to September 2023. From 2008 until April 2019, Mr.
Romaine has served as President and Chief Executive Officer of the Company since January 2007. From 2003 through 2006, he served as President and Chief Executive Officer of Mahopac Bank. Mr. Romaine currently serves on the board of the Federal Home Loan Bank of New York and the New York Bankers Association. Johanna B.
From 2003 through 2006, he served as President and Chief Executive Officer of Mahopac Bank. Mr. Romaine currently serves as Vice 21 Table of Contents Chair on the board of the Federal Home Loan Bank of New York and serves on the board of the New York Bankers Association. Matthew D.
Taylor also served as President and a member of the board of trustees for the Wilmington Funds, a $14 billion mutual fund complex. Diane D. Torcello joined the Company in May 2005. In May 2023, she was appointed Executive Vice President of the Company and President of Tompkins Community Bank WNY overseeing Tompkins’ activities in the Western New York market.
Taylor also served as President and a member of the board of trustees for the Wilmington Funds, a $14 billion mutual fund complex. 22 Table of Contents Diane D. Torcello joined the Company in May 2005.
Tomazin served in accounting and strategic finance roles, most recently as Vice President and Assistant Treasurer with NBT Bancorp Inc., a registered financial holding company with its principal headquarters located in Norwich, New York. David S. Boyce joined the Company in January 2001 and was appointed President and Chief Executive Officer of Tompkins Insurance in 2002.
Tomazin served in accounting and strategic finance roles, most recently as Vice President and Assistant Treasurer with NBT Bancorp Inc., a registered financial holding company with its principal headquarters located in Norwich, New York. David M. DeMilia joined Tompkins Mahopac Bank in April 2008 as a Regional Vice President, providing commercial banking services in Westchester County.
Anderson 45 Executive Vice President July 2023 David S. Boyce 58 Executive Vice President January 2001 David M. DeMilia 49 Executive Vice President April 2008 Alyssa H. Fontaine 44 Executive Vice President, General Counsel, and CRO January 2016 Charles J. Guarino 49 Senior Vice President and Chief Banking Operations Officer March 2019 Ginger G.
DeMilia 50 Executive Vice President April 2008 Alyssa H. Fontaine 45 Executive Vice President, General Counsel, and CRO January 2016 Charles J. Guarino 50 Senior Vice President and Chief Banking Operations Officer March 2019 Ginger G. Kunkel 55 Executive Vice President December 2021 Stacie M. Mastin 47 Senior Vice President, Director of Human Resources January 2008 John M.
Removed
Anderson joined the Company in July 2023 as President of Tompkins Community Bank CNY and Executive Vice President. Ms. Anderson had served on the Tompkins Community Bank CNY Board and Board Loan Committee since 2020. Prior to joining the Company, Ms.
Added
In May 2023, she was appointed Executive Vice President of the Company and President of Tompkins Community Bank WNY overseeing Tompkins’ activities in the Western New York market. From 2013 until May 2023, Ms.
Removed
Anderson served as Executive Director of Ithaca Neighborhood Housing Services, a nonprofit organization dedicated to expanding housing opportunities to low and moderate-income residents in Central New York, from August 2017 to June 2023. Matthew D. Tomazin has served as Executive Vice President, Chief Financial Officer & Treasurer of the Company since October 2023. Mr.
Removed
He was promoted to Executive Vice President of the Company in April 2004. Mr. Boyce has served Tompkins Insurance and its predecessor company for 36 years. David M. DeMilia joined Tompkins Mahopac Bank in April 2008 as a Regional Vice President, providing commercial banking services in Westchester County.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+2 added−0 removed3 unchanged
Biggest changeIssuer Purchases of Equity Securities The following table reflects all Company repurchases, including those made pursuant to publicly announced plans or programs, during the quarter ended December 31, 2024: 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 (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs Period (a) (b) (c) (d) October 1, 2024 through October 31, 2024 2,380 $ 59.19 0 $ 400,000 November 1, 2024 through November 30, 2024 14,276 $ 73.95 0 $ 400,000 December 1, 2024 through December 31, 2024 701 $ 67.83 0 $ 400,000 Total 17,357 $ 71.68 0 $ 400,000 Included above are 2,380 shares purchased in October 2024, at an average cost of $59.19, and 817 shares purchased in November 2024, at an average cost of $75.12, by the trustee of the rabbi trust established by the Company under the Company’s Second Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and Participating Subsidiaries, which were part of the director deferred compensation under that plan.
Biggest changeIssuer Purchases of Equity Securities The following table reflects all Company repurchases, including those made pursuant to publicly announced plans or programs, during the quarter ended December 31, 2025: 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 (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs Period (a) (b) (c) (d) October 1, 2025 through October 31, 2025 2,683 $ 65.52 0 $ 400,000 November 1, 2025 through November 30, 2025 14,080 $ 66.69 0 $ 400,000 December 1, 2025 through December 31, 2025 22,339 $ 73.86 22,339 $ 377,661 Total 39,102 $ 70.71 22,339 $ 377,661 Included above are 2,683 shares purchased in October 2025, at an average cost of $65.52, and 724 shares purchased in November 2025, at an average cost of $66.82, by the trustee of the rabbi trust established by the Company under the Company’s Second Amended and Restated 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 accordance with and to the extent permitted by applicable law or regulation, the information set forth under the heading "Performance Graph" shall not be incorporated by reference into any future filing under the Securities Act or Exchange Act and shall not be deemed to be "soliciting material" or to be "filed" with the SEC under the Securities Act or the Exchange Act, except to the extent that the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into such filings.
In accordance with and to the extent permitted by applicable law or regulation, the information set forth under the heading "Performance Graph" shall not be incorporated by reference into any filing under the Securities Act or Exchange Act and shall not be deemed to be "soliciting material" or to be "filed" with the SEC under the Securities Act or the Exchange Act, except to the extent that the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into such filings.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price and Dividend Information The Company’s common stock is traded under the symbol "TMP" on the NYSE American. As of February 24, 2024, there were approximately 2,634 holders of shares of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price and Dividend Information The Company’s common stock is traded under the symbol "TMP" on the NYSE American. As of February 20, 2026, there were approximately 2,445 holders of shares of our common stock.
On July 20, 2023, the Company’s Board of Directors authorized a share repurchase plan (the “2023 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.
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.
The graph assumes $100.00 was invested on December 31, 2019, in the Company’s common stock and the comparison groups and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends.
BMI Banks index. The graph assumes $100.00 was invested on December 31, 2020, in the Company’s common stock and the comparison groups and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends.
Shares may be repurchased from time to time under the 2023 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 repurchase program may be suspended, modified or terminated by the Board of Directors at any time for any reason.
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.
In addition, the table includes 13,459 and 701 shares delivered to the Company in November 2024 and December 2024, respectively, at an average cost of $73.88 and $67.83, respectively, to satisfy mandatory tax withholding requirements upon vesting of restricted stock under the 2019 Equity Plan.
In addition, the table includes 13,356 shares delivered to the Company in November 2025 at an average price of $66.68 to satisfy mandatory tax withholding requirements upon vesting of restricted stock under the Company's 2019 Equity Plan.
Recent Sales of Unregistered Securities None. 26 Table of Contents Performance Graph The following graph compares the Company’s cumulative total stockholder return over the five-year period from December 31, 2019 through December 31, 2024, with (1) the total return for the NASDAQ Composite and (2) the total return for S&P U.S. BMI Banks index.
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. 24 Table of Contents Performance Graph The following graph compares the Company’s cumulative total stockholder return over the five-year period from December 31, 2020 through December 31, 2025, with (1) the total return for the NASDAQ Composite and (2) the total return for S&P U.S.
The performance graph represents past performance and should not be considered an indication of future performance. Period Ending Index 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 Tompkins Financial Corporation 100.00 79.65 96.99 92.72 74.90 88.20 NASDAQ Composite 100.00 144.92 177.06 119.45 172.77 223.87 S&P U.S. BMI Banks Index 100.00 87.24 118.61 98.38 107.32 143.68 Item 6. [Reserved.] 27 Table of Contents
The performance graph represents past performance and should not be considered an indication of future performance. Period Ending Index 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 Tompkins Financial Corporation 100.00 121.77 116.41 94.03 110.74 123.05 NASDAQ Composite 100.00 122.18 82.43 119.22 154.48 187.14 S&P U.S. BMI Banks Index 100.00 135.97 112.77 123.02 164.70 211.47 Item 6. [Reserved.]
As of December 31, 2024, no shares have been repurchased under the 2023 Repurchase Plan.
As of December 31, 2025, 22,339 shares had been repurchased under the 2025 Repurchase Plan at an average price of $73.86.
Added
Recent Sales of Unregistered Securities On October 3, 2025, we issued an aggregate of 580 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.
Added
These shares were valued based on the closing market price per share of our common stock of $65.53 on October 3, 2025, for an aggregate value of $38,007.40.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

185 edited+42 added−49 removed62 unchanged
Biggest changeNet charge-offs / (recoveries) as a percentage of average loans was 0.04% for 2024 compared to (0.01)% in 2023 and 2022. 49 Table of Contents Table 6 - Analysis of the Allowance for Credit Losses As of December 31, (In thousands) 2024 2023 2022 2021 2020 Average loans outstanding during year $ 5,768,575 $ 5,357,699 $ 5,142,099 $ 5,184,492 $ 5,228,135 Balance of allowance at beginning of year 51,584 45,934 42,843 51,669 39,892 Impact of adopting ASU 2022-02 0 64 0 0 0 Impact of adopting ASU 2016-13 0 0 0 0 (2,534) Loan charge-offs: Commercial and industrial $ 293 $ 34 $ 559 $ 274 $ 2 Commercial real estate 249 0 50 6,957 1,903 Residential real estate 0 20 53 77 84 Consumer and other 2,598 1,045 544 438 482 Leases 0 0 0 0 0 Total loan charge-offs $ 3,140 $ 1,099 $ 1,206 $ 7,746 $ 2,471 Recoveries of loans previously charged-off: Commercial and industrial $ 40 $ 87 $ 195 $ 118 $ 131 Commercial real estate 7 1,292 951 1,175 58 Residential real estate 135 186 346 236 194 Consumer and other 452 255 306 196 248 Total loan recoveries $ 634 $ 1,820 $ 1,798 $ 1,725 $ 631 Net loan charge-offs (recoveries) 2,506 (721) (592) 6,021 1,840 Additions/(Reductions) to allowance charged to operations 7,418 4,865 2,499 (2,805) 16,151 Balance of allowance at end of year $ 56,496 $ 51,584 $ 45,934 $ 42,843 $ 51,669 Allowance as a percentage of total loans and leases outstanding 0.94 % 0.92 % 0.87 % 0.84 % 0.98 % Net charge-offs (recoveries) as a percentage of average loans and leases outstanding during the year 0.04 % (0.01) % (0.01) % 0.12 % 0.04 % As a result of the adoption of ASU 2016-13, the Company recorded a net cumulative-effect adjustment reducing the allowance for credit losses by $2.5 million from $39.9 million at December 31, 2019 to $37.4 million at January 1, 2020.
Biggest changeTable 5 - Allocation of the Allowance for Credit Losses As of December 31, (In thousands) 2025 2024 2023 2022 2021 Total loans outstanding at end of year $ 6,446,245 $ 6,019,922 $ 5,605,935 $ 5,268,911 $ 5,075,467 Allocation of the ACL by loan type: Commercial and industrial $ 10,234 $ 7,684 $ 6,667 $ 6,039 $ 6,335 Commercial real estate 35,255 35,837 31,581 27,287 24,813 Residential real estate 10,893 11,345 11,700 11,154 10,139 Consumer and other 1,230 1,568 1,557 1,358 1,492 Leases 59 62 79 96 64 Total $ 57,671 $ 56,496 $ 51,584 $ 45,934 $ 42,843 Allocation of the ACL as a percentage of total allowance: Commercial and industrial 18 % 14 % 13 % 13 % 15 % Commercial real estate 61 % 63 % 61 % 60 % 58 % Residential real estate 19 % 20 % 23 % 24 % 24 % Consumer and other 2 % 3 % 3 % 3 % 3 % Leases 0 % 0 % 0 % 0 % 0 % Total 100 % 100 % 100 % 100 % 100 % Loan and lease types as a percentage of total loans and leases: Commercial and industrial 17 % 16 % 15 % 16 % 18 % Commercial real estate 57 % 56 % 55 % 54 % 52 % Residential real estate 25 % 26 % 28 % 29 % 29 % Consumer and other 1 % 2 % 2 % 1 % 1 % Leases 0 % 0 % 0 % 0 % 0 % Total 100 % 100 % 100 % 100 % 100 % 45 Table of Contents Table 6 - Analysis of the Allowance for Credit Losses As of December 31, (In thousands) 2025 2024 2023 2022 2021 Average loans outstanding during year $ 6,177,928 $ 5,768,575 $ 5,357,699 $ 5,142,099 $ 5,184,492 Balance of allowance at beginning of year 56,496 51,584 45,934 42,843 51,669 Impact of adopting ASU 2022-02 0 0 64 0 0 Loan charge-offs: Commercial and industrial $ 1,541 $ 293 $ 34 $ 559 $ 274 Commercial real estate 7,310 249 0 50 6,957 Residential real estate 0 0 20 53 77 Consumer and other 2,359 2,598 1,045 544 438 Total loan charge-offs $ 11,210 $ 3,140 $ 1,099 $ 1,206 $ 7,746 Recoveries of loans previously charged-off: Commercial and industrial $ 82 $ 40 $ 87 $ 195 $ 118 Commercial real estate 4 7 1,292 951 1,175 Residential real estate 118 135 186 346 236 Consumer and other 617 452 255 306 196 Total loan recoveries $ 821 $ 634 $ 1,820 $ 1,798 $ 1,725 Net loan charge-offs (recoveries) 10,389 2,506 (721) (592) 6,021 Additions/(Reductions) to allowance charged to operations 11,564 7,418 4,865 2,499 (2,805) Balance of allowance at end of year $ 57,671 $ 56,496 $ 51,584 $ 45,934 $ 42,843 Allowance as a percentage of total loans and leases outstanding 0.89 % 0.94 % 0.92 % 0.87 % 0.84 % Net charge-offs (recoveries) as a percentage of average loans and leases outstanding during the year 0.17 % 0.04 % (0.01) % (0.01) % 0.12 % The above table shows the activity in the allowance for credit losses over the past five years as well as the allowance coverage of total loans at the end of each of the past five years.
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.
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.
Management generally views local repurchase agreements as an alternative to large time deposits. Refer to "Note 8 - Federal Funds Purchased and Securities Sold Under Agreements to Repurchase" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K for further details on the Company’s repurchase agreements.
Management generally views local repurchase agreements as an alternative to large time deposits. Refer to "Note 9 - Federal Funds Purchased and Securities Sold Under Agreements to Repurchase" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K for further details on the Company’s repurchase agreements.
For each of these loan segments, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speeds, 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.
For each of these loan segments, the Company generates cash flow projections at the loan level wherein payment expectations are adjusted for estimated prepayment speeds, 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.
Growth in residential loan balances is impacted by the Company’s decision to retain these loans or sell them in the secondary market due to interest rate considerations. The Company’s Asset/Liability Committee meets regularly and establishes standards for selling or retaining residential real estate mortgage originations.
Growth in residential loan balances is impacted by the Company’s decision to retain these loans or sell them in the secondary market due to interest rate considerations. The Company’s Asset/Liability Management Committee meets regularly and establishes standards for selling or retaining residential real estate mortgage originations.
The Company also originates loans that have characteristics of both, such as a 7/6 adjustable rate mortgage, which has a fixed rate for the first seven years and then adjusts semi-annually thereafter. The majority of residential mortgage loans originated over the last several years have been fixed rate loans.
The Company also originates loans that have characteristics of both, such as a 7/6 adjustable rate mortgage, which has a fixed rate for the first seven years and then adjusts semi-annually thereafter. The majority of residential mortgage loans originated by the Company over the last several years have been fixed rate loans.
Refer to "Note 9 - Other Borrowings" in Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K for further details on the Company’s term borrowings with the FHLB.
Refer to "Note 10 - Other Borrowings" in Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K for further details on the Company’s term borrowings with the FHLB.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following analysis is intended to provide the reader with a further understanding of the consolidated financial condition and results of operations of the Company and its operating subsidiaries for the periods shown.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following analysis is intended to provide the reader with a further understanding of the consolidated financial condition and results of operations of the Company and its subsidiaries for the periods shown.
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 December 31, 2024, the held-to-maturity portfolio consisted of U.S. Treasury securities and securities issued by U.S. government-sponsored enterprises, including Federal National Mortgage Agency, Federal Home Loan Bank, and Federal Farm Credit Banks Funding Corporation. U.S.
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 December 31, 2025, the held-to-maturity portfolio consisted of U.S. Treasury securities and securities issued by U.S. government-sponsored enterprises, including Federal National Mortgage Agency, Federal Home Loan Bank, and Federal Farm Credit Banks Funding Corporation. U.S.
The intent of the policy is to establish a portfolio of high-quality diversified securities, which optimizes net interest income within safety and liquidity limits deemed acceptable by the Asset/Liability Management Committee. The Company classifies its securities at date of purchase as available-for-sale, held-to-maturity or trading. Securities are generally classified as available-for-sale.
The intent of the policy is to establish a portfolio of high-quality diversified securities, which optimizes net interest income within safety and liquidity limits deemed acceptable by the Asset/Liability Management Committee. The Company classifies its securities at date of purchase as available-for-sale, held-to-maturity or trading. Most of the securities held by the Company are classified as available-for-sale.
In addition to the available borrowing lines at the FHLB and Federal Reserve Bank, the Company maintains $606.1 million of unencumbered securities which could be pledged to further enhance secured borrowing capacity. The Company has not identified any trends or circumstances that are reasonably likely to result in material increases or decreases in liquidity in the near term.
In addition to the available borrowing lines at the FHLB and Federal Reserve Bank, the Company maintains $799.1 million of unencumbered securities which could be pledged to further enhance secured borrowing capacity. The Company has not identified any trends or circumstances that are reasonably likely to result in material increases or decreases in liquidity in the near term.
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 "risk-free," 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 December 31, 2024.
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 "risk-free," 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 December 31, 2025.
The contractual maturity distribution of debt securities and mortgage-backed securities as of December 31, 2024, along with the weighted average yield of each category, is presented in Table 3-Maturity Distribution below. Balances are shown at amortized cost and weighted average yields are calculated on a fully tax-equivalent basis.
The contractual maturity distribution of debt securities and mortgage-backed securities as of December 31, 2025, along with the weighted average yield of each category, is presented in Table 3-Maturity Distribution below. Balances are shown at amortized cost and weighted average yields are calculated on a fully tax-equivalent basis.
As of December 31, 2024, commercial leases and municipal leases represented 100.0% of total leases. The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. There were no significant changes to the Company’s existing policies, underwriting standards and loan review procedures during 2024. The Company’s Board of Directors approves the lending policies at least annually.
As of December 31, 2025, commercial leases and municipal leases represented 100.0% of total leases. The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. There were no significant changes to the Company’s existing policies, underwriting standards and loan review procedures during 2025. The Company’s Board of Directors approves the lending policies at least annually.
For additional financial information on the difference between the interest income that would have been recorded if these loans and leases had been paid in accordance with their original terms and the interest income that was recorded, refer to "Note 3 - Loans and Leases" in the Notes to Consolidated Financial Statements in Part II, "Item 8.
For additional financial information on the difference between the interest income that would have been recorded if these loans and leases had been paid in accordance with their original terms and the interest income that was recorded, refer to "Note 4 - Loans and Leases" in the Notes to Consolidated Financial Statements in Part II, "Item 8.
Reconciliations of these non-GAAP financial measures with the most directly comparable GAAP financial measures are presented in the "Non-GAAP Disclosure" on page 53 . In addition to earnings per share, key performance measurements for the Company include return on average shareholders’ equity (ROE) and return on average assets (ROA).
Reconciliations of these non-GAAP financial measures with the most directly comparable GAAP financial measures are presented in the "Non-GAAP Disclosure" on page 49 . In addition to earnings per share, key performance measurements for the Company include return on average shareholders’ equity (ROE) and return on average assets (ROA).
Refer to "Allowance for Credit Losses" below, "Note 4 - Allowance for Credit Losses", and "Note 1 - Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K for additional discussion regarding the allowance.
Refer to "Allowance for Credit Losses" below, "Note 5 - Allowance for Credit Losses", and "Note 1 - Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K for additional discussion regarding the allowance.
Securities in the trading portfolio would reflect those securities that the Company elects to account for at fair value, with the adoption of ASC Topic 825, Financial Instruments . The Company’s total securities portfolio at December 31, 2024 was $1.5 billion, compared to $1.7 billion at December 31, 2023.
Securities in the trading portfolio would reflect those securities that the Company elects to account for at fair value, with the adoption of ASC Topic 825, Financial Instruments . The Company’s total securities portfolio at December 31, 2025 was $1.7 billion, compared to $1.5 billion at December 31, 2024.
These loan and letter of credit commitments are subject to the same credit policies and reviews as the Company’s loans. Because most of these loan commitments expire within one year from the date of issue, the total amount of these loan commitments as of December 31, 2024, are not necessarily indicative of future cash requirements.
These loan and letter of credit commitments are subject to the same credit policies and reviews as the Company’s loans. Because most of these loan commitments expire within one year from the date of issue, the total amount of these loan commitments as of December 31, 2025, are not necessarily indicative of future cash requirements.
Interest payments on individually evaluated loans are typically applied to principal unless collectability of the principal amount is reasonably assured. In these cases, interest is recognized on a cash basis. There was no interest income recognized on individually evaluated loans and leases for 2024, 2023 and 2022.
Interest payments on individually evaluated loans are typically applied to principal unless collectability of the principal amount is reasonably assured. In these cases, interest is recognized on a cash basis. There was no interest income recognized on individually evaluated loans and leases for 2025, 2024 and 2023.
Management believes that, based upon its evaluation as of December 31, 2024, the allowance is appropriate. 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.
Management believes that, based upon its evaluation as of December 31, 2025, the allowance is appropriate. 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.
Adjustable rate loans increased in 2023 and 2024 as a result of the higher interest rate environment. Adjustable rate residential real estate loans are underwritten based upon the initial rate when the fixed rate period is 5 years or longer.
Adjustable rate loans increased in 2024 and 2025 as a result of the higher interest rate environment. Adjustable rate residential real estate loans are underwritten based upon the initial rate when the fixed rate period is 5 years or longer.
For additional financial information on the Company’s segments, refer to "Note 21 - Segment and Related Information" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K.
For additional financial information on the Company’s segments, refer to "Note 22 - Segment and Related Information" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K.
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. 47 Table of Contents The Company uses a discounted cash flow ("DCF") method to estimate expected credit losses for all loan segments excluding the leasing segment.
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.
The most significant area in which management of the Company applies critical assumptions and estimates include the following: • Accounting for credit losses - the Company accounts for the allowance for credit losses using the current expected credit loss model.
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.
Expected maturities may differ from contractual maturities presented in Table 3-Maturity Distribution below, because issuers may have the right to call or prepay obligations with or without penalty and mortgage-backed securities may pay throughout the periods prior to contractual maturity. 41 Table of Contents Table 3 - Maturity Distribution As of December 31, 2024 Securities Available-for-Sale 1 Securities Held-to-Maturity (dollar amounts in thousands) Amount Yield 2 Amount Yield 2 U.S.
Expected maturities may differ from contractual maturities presented in Table 3-Maturity Distribution below, because issuers may have the right to call or prepay obligations with or without penalty and mortgage-backed securities may pay throughout the periods prior to contractual maturity. 38 Table of Contents Table 3 - Maturity Distribution As of December 31, 2025 Securities Available-for-Sale 1 Securities Held-to-Maturity (dollar amounts in thousands) Amount Yield 2 Amount Yield 2 U.S.
Both the ACL and the adjustment to net income may be reversed if conditions change. 40 Table of Contents 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.
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.
While management’s evaluation of the allowance as of December 31, 2024 considers the allowance to be appropriate, under adversely different conditions or assumptions, the Company would need to increase or decrease the allowance.
While management’s evaluation of the allowance as of December 31, 2025 considers the allowance to be appropriate, under adversely different conditions or assumptions, the Company would need to increase or decrease the allowance.
Management typically invests in securities with short to intermediate average lives in order to better match the interest rate sensitivities of its assets and liabilities. Investment decisions are made within policy guidelines established by the Company’s Board of Directors.
Management typically invests in securities with short to intermediate 36 Table of Contents average lives in order to better match the interest rate sensitivities of its assets and liabilities. Investment decisions are made within policy guidelines established by the Company’s Board of Directors.
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's exposure to credit loss in the event of nonperformance by the other party to the financial instrument 46 Table of Contents for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.
Liquidity Management The objective of liquidity management is to ensure the availability of adequate funding sources to satisfy the demand for credit, deposit withdrawals, operating expenses, 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.
Liquidity Management 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 table below shows the composition of the available-for-sale and held-to-maturity debt securities portfolios as of year-end 2024, 2023 and 2022.
The table below shows the composition of the available-for-sale and held-to-maturity debt securities portfolios as of year-end 2025, 2024 and 2023.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with other sections of this Report on Form 10-K, including Part I, "Item 1. Business," and Part II, "Item 8.
This Management’s Discussion and Analysis of 25 Table of Contents Financial Condition and Results of Operations should be read in conjunction with other sections of this Report on Form 10-K, including Part I, "Item 1. Business," and Part II, "Item 8.
The increase was mainly in commercial real estate loans and commercial and industrial loans. A more detailed discussion of the loan portfolio is provided below in this section under the caption "Loans and Leases". As of December 31, 2024, total securities comprised 19.1% of total assets, compared to 22.1% of total assets at year-end 2023.
The increase was mainly in commercial real estate loans and commercial and industrial loans. A more detailed discussion of the loan portfolio is provided below in this section under the caption "Loans and Leases". As of December 31, 2025, total securities comprised 19.6% of total assets, compared to 19.1% of total assets at year-end 2024.
Additional information on the securities portfolio is available in "Note 2 - Securities" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K, which details the types of securities held, the carrying and fair values, and the contractual maturities as of December 31, 2024 and 2023.
Additional information on the securities portfolio is available in "Note 3 - Securities" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K, which details the types of securities held, the carrying and fair values, and the contractual maturities as of December 31, 2025 and 2024.
As of December 31, 2024, the capital ratios for the Company’s subsidiary bank exceeded the minimum levels required to be considered well capitalized. Additional information on the Company’s capital ratios and regulatory requirements is provided in "Note 19 - Regulations and Supervision" in the Notes to Consolidated Financial Statements in Part II, "Item 8.
As of December 31, 2025, the capital ratios for the Company’s subsidiary bank exceeded the minimum levels required to be considered well capitalized. Additional information on the Company’s capital ratios and regulatory requirements is provided in "Note 20 - Regulations and Supervision" in the Notes to Consolidated Financial Statements in Part II, "Item 8.
For loans 44 Table of Contents with an initial fixed rate of less than 5 years, the fully indexed rate is utilized for ability to repay qualifying and underwriting. This underwriting practice matches secondary market guidelines.
For loans with an initial fixed rate of less than 5 years, the fully indexed rate is utilized for ability to repay qualifying and underwriting. This underwriting practice matches secondary market guidelines.
The Company does not undertake any obligation to update its forward-looking statements. 28 Table of Contents 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.
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.
The average tax-equivalent yield on the securities portfolio was 2.36% in 2024, 1.74% in 2023 and 1.40% in 2022. At December 31, 2024, there were no holdings of any one issuer, other than the U.S.
The average tax-equivalent yield on the securities portfolio was 2.63% in 2025, 2.36% in 2024 and 1.74% in 2023. At December 31, 2025, there were no holdings of any one issuer, other than the U.S.
Forward-looking statements may be identified by use of such words as "may", "will", "estimate", "intend", "continue", "believe", "expect", "plan", or "anticipate", as well as the negative and other variations of these terms and other similar words.
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.
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 $37.0 million at December 31, 2024, and $51.0 million at December 31, 2023.
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 $45.6 million at December 31, 2025, and $37.0 million at December 31, 2024.
Non-core funding sources of $2.0 billion at December 31, 2024 increased $173.0 million, or 9.3% as compared to December 31, 2023. Non-core funding sources, as a percentage of total liabilities, were 27.5% at December 31, 2024, compared to 26.1% at December 31, 2023. Non-core funding sources may require securities to be pledged against the underlying liability.
Non-core funding sources of $2.1 billion at December 31, 2025 increased $43.3 million, or 2.1% as compared to December 31, 2024. Non-core funding sources, as a percentage of total liabilities, were 26.9% at December 31, 2025, compared to 27.5% at December 31, 2024. Non-core funding sources may require securities to be pledged against the underlying liability.
When residential mortgage loans are sold to FHLMC or SONYMA, the Company typically retains all servicing rights, which provides the Company with a source of fee income. In connection with the sales in 2024, 2023, and 2022, the Company recorded mortgage-servicing assets of $299,000, $34,000, and $66,000, respectively. The Company originates fixed rate and adjustable rate residential mortgage loans.
When residential mortgage loans are sold to FHLMC, the Company typically retains all servicing rights, which provides the Company with a source of fee income. In connection with the sales in 2025, 2024, and 2023, the Company recorded mortgage-servicing assets of $642,000, $299,000, and $34,000, respectively. The Company originates fixed rate and adjustable rate residential mortgage loans.
The following factors, in addition to those listed as Risk Factors in Item 1A, 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 banks, bank holding companies and/or financial holding companies, including the Dodd-Frank Act, and 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; increased 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 the war in Israel and surrounding regions and the war in Ukraine), widespread protests, civil unrest, political uncertainty, and pandemics or other public health crises.
The following factors, in addition to those listed as Risk Factors in Item 1A of this Report on Form 10-K, 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; 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 ratio of the allowance to nonperforming loans was 111.06% at December 31, 2024, compared to 82.84% at December 31, 2023. The increase in the ratio from year-end 2023 to year-end 2024 was mainly due to the decrease in nonperforming loans discussed in more detail above and, to a lesser extent, the increase in the allowance for credit losses.
The ratio of the allowance to nonperforming loans was 120.30% at December 31, 2025, compared to 111.06% at December 31, 2024. The increase in the ratio from year-end 2025 from year-end 2024 was mainly due to the decrease in nonperforming loans discussed in more detail above and, to a lesser extent, the increase in the allowance for credit losses.
As of December 31, 2024, agriculturally-related loans totaled $327.6 million or 5.4% of total loans and leases compared to $322.9 million or 5.8% of total loans and leases at December 31, 2023. Agriculturally-related loans include loans to dairy farms and cash and vegetable crop farms.
As of December 31, 2025, agriculturally-related loans totaled $348.8 million or 5.4% of total loans and leases compared to $327.6 million or 5.4% of total loans and leases at December 31, 2024. Agriculturally-related loans include loans to dairy farms and cash and vegetable crop farms.
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 increased by $73.2 million or 1.4% to $5.3 billion at year-end 2024 from $5.2 billion at year-end 2023.
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 increased by $255.4 million or 4.9% to $5.5 billion at year-end 2025 from $5.3 billion at year-end 2024.
Financial Statements and Supplementary Data" of this Report on Form 10-K, detail changes in equity capital over prior year end. Total shareholders’ equity increased $43.5 million or 6.5% to $713.4 million at December 31, 2024, from $669.9 million at December 31, 2023.
Financial Statements and Supplementary Data" of this Report on Form 10-K, detail changes in equity capital over prior year end. Total shareholders’ equity increased $224.9 million or 31.5% to $938.4 million at December 31, 2025, from $713.4 million at December 31, 2024.
The increase in net interest margin when compared to the same period prior year was mainly a result of higher yields on average interest earning assets and higher average loan balances, and was partially offset by higher average funding costs.
The increase in net interest margin when compared to the same period prior year was mainly a result of higher yields on average interest earning assets and higher average loan balances, coupled with lower average funding costs.
The Company has not had to repurchase any loans as a result of these representations and warranties. During 2024, 2023, and 2022, the Company sold residential mortgage loans totaling $40.1 million, $4.5 million, and $8.9 million, respectively, and realized net gains on these sales of $1.0 million, $96,000, and $155,000, respectively.
The Company has not had to repurchase any loans as a result of these representations and warranties. During 2025, 2024, and 2023, the Company sold residential mortgage loans totaling $85.6 million, $40.1 million, and $4.5 million, respectively, and realized net gains on these sales of $2.2 million, $1.0 million, and $96,000, respectively.
These payments are generally recorded as a reduction to principal and interest income is recorded only after principal recovery is 46 Table of Contents reasonably assured.
These payments are generally recorded as a reduction to principal and interest income is recorded only after principal recovery is reasonably assured.
Management considers loans and leases classified as Substandard, which continue to accrue interest, to be potential problem loans and leases. The Company, through its credit administration function, identified 16 commercial relationships in the loan portfolio totaling $41.2 million at December 31, 2024 that were potential problem loans.
Management considers loans and leases classified as Substandard, which continue to accrue interest, to be potential problem loans and leases. The Company, through its credit administration function, identified 12 commercial relationships in the loan portfolio totaling $5.0 million at December 31, 2025 that were potential problem loans.
As of December 31, 2024, the Company's reserve for off-balance sheet credit exposures was $1.5 million, compared to $2.3 million at December 31, 2023. Deposits and Other Liabilities Total deposits were $6.5 billion at December 31, 2024, an increase of $72.0 million or 1.1% compared to year-end 2023.
As of December 31, 2025, the Company's reserve for off-balance sheet credit exposures was $1.4 million, compared to $1.5 million at December 31, 2024. Deposits and Other Liabilities Total deposits were $6.9 billion at December 31, 2025, an increase of $466.0 million or 7.2% compared to year-end 2024.
In addition to the $790.2 million of FHLB borrowings outstanding at December 31, 2024, the Company had utilized $200 million of availability at December 31, 2024, to collateralize municipal deposits through several standby letters of credit with the FHLB. Additional assets may also qualify as collateral for FHLB advances upon approval of the FHLB.
In addition to the $564.4 million of FHLB borrowings outstanding at December 31, 2025, the Company had utilized $225 million of availability at December 31, 2025, to collateralize municipal deposits through several standby letters of credit with the FHLB. Additional assets may also qualify as collateral for FHLB advances upon approval of the FHLB.
On July 20, 2023, the Company’s Board of Directors authorized a replacement share repurchase plan (the “2023 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.
The Company did not repurchase any shares under the 2023 Repurchase Plan. On July 24, 2025, the Company’s Board of Directors authorized a replacement 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.
Financial Statements and Supplementary Data." For a comparison of our operating results for the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Part II, Item 7 of the Company's 2023 Annual Report on Form 10-K filed on February 29, 2024.
Financial Statements and Supplementary Data." For a comparison of our financial condition and results of operations for the year ended December 31, 2024 to the year ended December 31, 2023, please refer to Part II, Item 7 of the Company's 2024 Annual Report on Form 10-K filed on February 28, 2025.
Provision for Credit Loss Expense The provision for credit loss expense represents management’s estimate of the expense necessary to maintain the allowance for credit losses at an appropriate level. The ratio of allowance to total loans and leases increased to 0.94% at December 31, 2024 from 0.92% at December 31, 2023.
Provision for Credit Loss Expense The provision for credit loss expense represents management’s estimate of the expense necessary to maintain the allowance for credit losses at an appropriate level. The allowance for credit losses represented 0.89% of total loans and leases at December 31, 2025, from 0.94% at December 31, 2024.
Interest income on securities, excluding dividends on FHLB stock, for the year ended December 31, 2024, was up $7.1 million or 20.6% as compared to 2023, as higher average yields more than offset lower average balances.
Interest income on securities, excluding dividends on FHLB stock, for the year ended December 31, 2025, was up $2.5 million or 6.0% as compared to 2024, as higher average yields more than offset lower average balances.
Core deposits represented 81.3% of total deposits at December 31, 2024, compared to 81.1% of total deposits at December 31, 2023. Municipal money market accounts and reciprocal deposit relationships with municipalities totaled $426.5 million at year-end 2024, which decreased 21.3% from year-end 2023.
Core deposits represented 79.5% of total deposits at December 31, 2025, compared to 81.3% of total deposits at December 31, 2024. Municipal money market accounts and reciprocal deposit relationships with municipalities totaled $404.0 million at year-end 2025, which decreased 5.3% from year-end 2024.
The increase in interest income largely reflects increases in average loan balances and average loan yields. The increase in interest expense reflects higher rates paid on interest-bearing liabilities, both deposits and other borrowings, and increases in average other borrowings.
The increase in interest income largely reflects increases in average loan balances and average loan and securities yields. The decrease in interest expense reflects lower rates paid on interest-bearing liabilities, both deposits and other borrowings, accompanied by lower average other borrowings.
Loans and leases were 74.2% of total assets at December 31, 2024, compared to 71.7% of total assets at December 31, 2023. Total loan balances were $6.0 billion at December 31, 2024, an increase of $414.0 million or 7.4% compared to the $5.6 billion reported at year-end 2023.
Loans and leases were 74.4% of total assets at December 31, 2025, compared to 74.2% of total assets at December 31, 2024. Total loan balances were $6.4 billion at December 31, 2025, an increase of $426.3 million or 7.1% compared to the $6.0 billion reported at year-end 2024.
At December 31, 2024, there were specific reserves of $1.7 million, related to three commercial real estate relationships totaling $7.5 million compared to $1.1 million of specific reserves on one commercial real estate relationship totaling $7.4 million at December 31, 2023.
At December 31, 2025, there were specific reserves of $1.4 million, related to one commercial real estate relationship totaling $17.3 million and one residential real estate relationship totaling $2.4 million, compared to $1.7 million of specific reserves on three commercial real estate relationships totaling $7.5 million at December 31, 2024.
Net Interest Income Net interest income is the Company’s largest source of revenue, representing 70.6% of total revenues for the year ended December 31, 2024, and 95.3% of total revenues for the year ended December 31, 2023.
Net Interest Income Net interest income is the Company’s largest source of revenue, representing 55.9% of total revenues for the year ended December 31, 2025, and 70.6% of total revenues for the year ended December 31, 2024.
Through various programs at the Federal Reserve Bank, the Company has the ability to use certain unencumbered mortgage-related assets and securities to secure borrowings from the Federal Reserve Bank's Discount Window. At December 31, 2024 the available borrowing capacity with the Federal Reserve Bank was $141.4 million, secured by investment securities.
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 December 31, 2025 the available borrowing capacity with the Federal Reserve Bank was $252.8 million, secured by commercial and mortgage-related loans.
Commercial real estate loans totaled $3.4 billion at December 31, 2024, an increase of $267.2 million or 8.6% compared to December 31, 2023, and represented 56.1% of total loans and leases at December 31, 2024, compared to 55.5% at December 31, 2023.
Commercial real estate loans totaled $3.7 billion at December 31, 2025, an increase of $282.2 million or 8.4% compared to December 31, 2024, and represented 56.8% of total loans and leases at December 31, 2025, compared to 56.1% at December 31, 2024.
ROA and ROE adjusted to exclude the impact of realized losses on sales of investment securities ("adjusted ROA" and "adjusted ROE", which are non-GAAP financial measures), were 0.90% and 10.33% for the year ended December 31, 2024, compared to 0.82% and 9.83% for the year ended December 31, 2023.
ROE and ROA adjusted to exclude the impact of the sale of TIA and realized losses on sales of investment securities ("adjusted ROE" and "adjusted ROA", which are non-GAAP financial measures), were 11.56% and 1.10% for the year ended December 31, 2025, compared to 10.33% and 0.90% for the year ended December 31, 2024.
The effective rates for 2024 and 2023 differed from the U.S. statutory rate of 21.0% during those periods due to the effect of tax-exempt income from loans, securities, and life insurance assets, investments in tax credits, and excess tax benefits of stock-based compensation.
The effective rates for 2025 and 2024 differed from the U.S. statutory rate of 21.0% during those periods due to the effect of state taxes, tax-exempt income from loans, securities, and life insurance assets, investments in tax credits, and compensation related adjustments.
The consumer loan portfolio includes personal installment loans, indirect automobile financing, and overdraft lines of credit. Consumer and other loans were $96.4 million at December 31, 2024, compared to $97.8 million at December 31, 2023. The lease portfolio decreased by 18.8% to $12.5 million at December 31, 2024 from $15.4 million at December 31, 2023.
The consumer loan portfolio includes personal installment loans, indirect automobile financing, and overdraft lines of credit. Consumer and other loans were $86.5 million at December 31, 2025, compared to $96.4 million at December 31, 2024. The lease portfolio decreased by 16.6% to $10.4 million at December 31, 2025 from $12.5 million at December 31, 2024.
A discussion of facts and circumstances considered by management in determining the allowance for credit losses is included herein in "Note 4 - Allowance for Credit Losses" in the Notes to the Unaudited Consolidated Financial Statements included in Part II, "Item 8.
A discussion of facts and circumstances considered by management in determining the allowance for credit losses is included herein in "Note 5 - Allowance for Credit Losses" in the Notes to the Unaudited Consolidated Financial Statements included in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K.
The Company adopted ASU 2022-02 effective January 1, 2023. This standard eliminated the previous troubled debt restructuring ("TDR") accounting model and replaced it with guidance and disclosure requirements for identifying modifications to loans to borrowers experiencing financial difficulty.
This standard eliminated the previous troubled debt restructuring ("TDR") accounting model and replaced it with guidance and disclosure requirements for identifying modifications to loans to borrowers experiencing financial difficulty.
The peer group data is derived from the FRB's "Bank Holding Company Performance Report", which covers banks and bank holding companies with assets between $3.0 billion and $10.0 billion as of September 30, 2024 (the most recent report available).
The peer group data presented here and elsewhere in this Annual Report on Form 10-K is derived from the FRB's "Bank Holding Company Performance Report", which covers banks and bank holding companies with assets between $3.0 billion and $10.0 billion as of September 30, 2025 (the most recent report available).
As of December 31, Available-for-Sale Debt Securities 2024 2023 2022 (In thousands) Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value U.S. Treasuries $ 75,141 $ 71,497 $ 114,418 $ 109,904 $ 190,170 $ 167,251 Obligations of U.S.
As of December 31, Available-for-Sale Debt Securities 2025 2024 2023 (In thousands) Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value U.S. Treasuries $ 55,492 $ 53,780 $ 75,141 $ 71,497 $ 114,418 $ 109,904 Obligations of U.S.
Residential real estate loans, including home equity loans, were $1.6 billion at December 31, 2024, an increase of $9.2 million or 0.6% compared to $1.6 billion at year-end 2023. Residential real estate loans comprised 26.1% of total loans and leases at December 31, 2024 compared to 27.9% at December 31, 2023.
Residential real estate loans, including home equity loans, were $1.6 billion at December 31, 2025, an increase of $20.3 million or 1.3% compared to $1.6 billion at year-end 2024. Residential real estate loans comprised 24.7% of total loans and leases at December 31, 2025 compared to 26.1% at December 31, 2024.
As of December 31, 2024, the ACL was $56.5 million, an increase of $4.9 million or 9.5% from year-end 2023. The increase reflects provision for credit loss expense of $6.6 million, less net loan charge-offs of $2.5 million.
As of December 31, 2025, the ACL was $57.7 million, an increase of $1.2 million or 2.1% from year-end 2024. The increase reflects provision for credit loss expense of $11.6 million, less net loan charge-offs of $10.4 million.
Commercial and industrial loans totaled $965.6 million at December 31, 2024, which was an increase of $142.1 million or 17.3% from December 31, 2023. Commercial and industrial loans represented 16.0% of total loans at December 31, 2024 compared to 14.7% at December 31, 2023.
Commercial and industrial loans totaled $1.1 billion at December 31, 2025, which was an increase of $135.1 million or 14.0% from December 31, 2024. Commercial and industrial loans represented 17.1% of total loans at December 31, 2025 compared to 16.0% at December 31, 2024.
Holdings of FHLBNY stock and ACBB stock totaled $42.2 million and $95,000 at December 31, 2024, respectively. These securities are carried at par, which is also cost. During 2024, the FHLBNY continued to pay dividends and repurchase stock. As such, the Company has not recognized any impairment on its holdings of FHLBNY.
Holdings of FHLBNY stock and ACBB stock totaled $32.2 million and $95,000 at December 31, 2025, respectively, compared to $42.2 million and $95,000, respectively, at December 31, 2024. These securities are carried at par, which is also cost. During 2025, the FHLBNY continued to pay dividends and repurchase stock.
Government sponsored entities 736,376 636,360 819,303 720,830 805,603 686,222 U.S. corporate debt securities 2,500 2,447 2,500 2,294 2,500 2,378 Total available-for-sale debt securities $ 1,367,123 $ 1,231,532 $ 1,548,482 $ 1,416,650 $ 1,831,791 $ 1,594,967 As of December 31, Held-to-Maturity Debt Securities 2024 2023 2022 (In thousands) Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value U.
Government sponsored entities 582,741 587,632 736,376 636,360 819,303 720,830 U.S. corporate debt securities 2,500 2,447 2,500 2,447 2,500 2,294 Total available-for-sale debt securities $ 1,391,379 $ 1,382,068 $ 1,367,123 $ 1,231,532 $ 1,548,482 $ 1,416,650 As of December 31, Held-to-Maturity Debt Securities 2025 2024 2023 (In thousands) Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value U.
Accumulated other comprehensive loss decreased from $125.0 million at December 31, 2023 to $118.5 million at December 31, 2024, reflecting a $2.2 million increase in unrealized losses on available-for-sale debt securities due to market interest rates and $8.7 million decrease related to employee post-retirement benefit plans.
Accumulated other comprehensive loss decreased from $118.5 million at December 31, 2024 to $19.1 million at December 31, 2025, reflecting a $94.7 million increase in unrealized losses on available-for-sale debt securities and a $4.7 million decrease related to employee post-retirement benefit plans.
The net interest margin was 2.93% for the fourth quarter of 2024, up 14 basis points when compared to the immediate prior quarter, and up 11 basis points from 2.82% for the fourth quarter of 2023.
Net interest margin was 3.42% for the fourth quarter of 2025, up 22 basis points when compared to the immediate prior quarter, and up 49 basis points from 2.93% for the fourth quarter of 2024.
The section captioned "Financial Condition – The Allowance for Credit Losses" below has further details on the allowance for credit losses and asset quality metrics. 35 Table of Contents Noninterest Income Year ended December 31, (In thousands) 2024 2023 2022 Insurance commissions and fees $ 39,100 $ 37,351 $ 36,201 Wealth management fees 19,589 17,951 18,091 Service charges on deposit accounts 7,288 6,913 7,365 Card services income 12,057 11,488 11,024 Other income 10,061 6,511 5,925 Net gain (loss) on securities transactions 32 (69,973) (634) Total $ 88,127 $ 10,241 $ 77,972 Noninterest income of $88.1 million for the year-ended December 31, 2024 increased $77.9 million or 760.5% from 2023.
The section captioned "Financial Condition – The Allowance for Credit Losses" below has further details on the allowance for credit losses and asset quality metrics. 33 Table of Contents Noninterest Income Year ended December 31, (In thousands) 2025 2024 2023 Insurance commissions and fees $ 35,569 $ 39,100 $ 37,351 Wealth management fees 20,115 19,589 17,951 Service charges on deposit accounts 7,258 7,288 6,913 Card services income 11,502 12,057 11,488 Gain on sale of TIA 188,241 0 0 Other income 12,875 10,061 6,511 Net gain (loss) on securities transactions (78,689) 32 (69,973) Total $ 196,871 $ 88,127 $ 10,241 Noninterest income of $196.9 million for the year-ended December 31, 2025 increased $108.7 million or 123.4% from 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+1 added−1 removed14 unchanged
Biggest changeThis analysis suggests that the Company’s net interest income is moderately at risk in an increasing rate environment over the next 12 months.
Biggest changeA 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 suggests that the Company’s net interest income has low to moderate risk in an increasing rate environment over the next 12 months.
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 22 - Derivatives and Hedging Activities" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K.
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 23 - Derivatives and Hedging Activities" in the Notes to Consolidated Financial Statements in Part II, "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K.
Table 9-Interest Rate Risk Analysis below is a Condensed Static Gap Report, which illustrates the anticipated repricing intervals of assets and liabilities as of December 31, 2024.
Table 9-Interest Rate Risk Analysis below is a Condensed Static Gap Report, which illustrates the anticipated repricing intervals of assets and liabilities as of December 31, 2025.
Based upon the most recent simulation analysis performed as of November 30, 2024, 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 3.9%, 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 3.9% from the base case.
Based upon the most recent simulation analysis performed as of November 30, 2025, 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 1.3%, 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 0.3% from the base case.
The Company’s one-year interest rate gap was a negative $565.8 million or 6.98% of total assets at December 31, 2024, compared with a negative $836.6 million or 10.70% of total assets at December 31, 2023.
The Company’s one-year interest rate gap was a negative $106.9 million or 1.23% of total assets at December 31, 2025, compared with a negative $565.8 million or 6.98% of total assets at December 31, 2024.
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. 55 Table of Contents Table 9 - Interest Rate Risk Analysis December 31, 2024 (In thousands) Total 0-3 months 3-6 months 6-12 months 12 months Interest-earning assets 1 $ 7,823,293 $ 1,447,094 $ 319,611 $ 609,105 $ 2,375,810 Interest-bearing liabilities 5,454,604 2,248,391 395,775 297,438 2,941,604 Net gap position (801,297) (76,164) 311,667 (565,794) Net gap position as a percentage of total assets (9.88) % (0.94) % 3.84 % (6.98) % 1 Balances of available-for-sale debt securities are shown at amortized cost. 56 Table of Contents [This Page Intentionally Left Blank] 57 Table of Contents
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. 51 Table of Contents Table 9 - Interest Rate Risk Analysis December 31, 2025 (In thousands) Total 0-3 months 3-6 months 6-12 months 12 months Interest-earning assets 1 $ 8,265,360 $ 1,993,629 $ 313,861 $ 722,144 $ 3,029,634 Interest-bearing liabilities 5,700,810 2,347,004 428,559 360,937 3,136,500 Net gap position (353,375) (114,698) 361,207 (106,866) Net gap position as a percentage of total assets (4.08) % (1.32) % 4.17 % (1.23) % 1 Balances of available-for-sale debt securities are shown at amortized cost. 52 Table of Contents [This Page Intentionally Left Blank] 53 Table of Contents
Removed
The change from year-end 2023 to year-end 2024 is mainly due to the decrease in overnight borrowings with the FHLB into longer maturities, which were used to support loan growth. 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.
Added
The change from year-end 2024 to year-end 2025 is mainly due to commercial and commercial real estate loan growth in 2025 which generally shifted the overall loan portfolio towards earlier repricing relative to the loan portfolio at year-end 2024.

Other TMP 10-K year-over-year comparisons