Tompkins Financial sells insurance unit to Gallagher for $223M, gains $183M

This filing

On October 31, 2025, Tompkins Financial Corporation (the “Company”), Tompkins Insurance Agencies, Inc. (“TIA”), a wholly-owned subsidiary of the Company, and Arthur J. Gallagher Risk Management Services, LLC, an affiliate of Arthur J. Gallagher & Co. (collectively, “Gallagher”) entered into a definitive stock purchase agreement (the “Purchase Agreement”), pursuant to which the Company sold all of the issued and outstanding shares of capital stock of TIA to Gallagher for a purchase price of $223,000,000, subject to customary adjustments for net working capital, indebtedness, cash and transaction expenses as set forth in the Purchase Agreement (the “Transaction”).

Comparable filing

On the Distribution Date, AnaptysBio completed the Spin-Off.

This filing

On October 31, 2025, Tompkins Financial Corporation (the “Company”), Tompkins Insurance Agencies, Inc. (“TIA”), a wholly-owned subsidiary of the Company, and Arthur J. Gallagher Risk Management Services, LLC, an affiliate of Arthur J. Gallagher & Co. (collectively, “Gallagher”) entered into a definitive stock purchase agreement (the “Purchase Agreement”), pursuant to which the Company sold all of the issued and outstanding shares of capital stock of TIA to Gallagher for a purchase price of $223,000,000, subject to customary adjustments for net working capital, indebtedness, cash and transaction expenses as set forth in the Purchase Agreement (the “Transaction”).

Comparable filing

On April 22, 2026, Motorsport Games Inc. (the “Company”) entered into a Share Repurchase Agreement (the “Agreement”) with Driven Lifestyle Group LLC, a Florida limited liability company (“Driven Lifestyle”), pursuant to which the Company purchased 904,395 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) held by Driven Lifestyle (the “Class A Shares”). The Agreement provides for the Shares to be purchased at a price of $4.11, which is equal to the average closing price of the Class A Common Stock as reported by the Nasdaq Capital Market for the five trading days immediately preceding the signing of the Agreement.

This filing

On October 31, 2025, Tompkins Financial Corporation (the “Company”), Tompkins Insurance Agencies, Inc. (“TIA”), a wholly-owned subsidiary of the Company, and Arthur J. Gallagher Risk Management Services, LLC, an affiliate of Arthur J. Gallagher & Co. (collectively, “Gallagher”) entered into a definitive stock purchase agreement (the “Purchase Agreement”), pursuant to which the Company sold all of the issued and outstanding shares of capital stock of TIA to Gallagher for a purchase price of $223,000,000, subject to customary adjustments for net working capital, indebtedness, cash and transaction expenses as set forth in the Purchase Agreement (the “Transaction”).

Comparable filing

360,000 net acres located in west-central Oklahoma (the “Anadarko Sale”). On April 9, 2026, Ovintiv completed the Anadarko Sale. The Buyer paid aggregate consideration of $2.9 billion in cash after preliminary closing adjustments. The Anadarko Sale has an effective date of January 1, 2026. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 news release Ovintiv

This filing

On October 31, 2025, Tompkins Financial Corporation (the “Company”), Tompkins Insurance Agencies, Inc. (“TIA”), a wholly-owned subsidiary of the Company, and Arthur J. Gallagher Risk Management Services, LLC, an affiliate of Arthur J. Gallagher & Co. (collectively, “Gallagher”) entered into a definitive stock purchase agreement (the “Purchase Agreement”), pursuant to which the Company sold all of the issued and outstanding shares of capital stock of TIA to Gallagher for a purchase price of $223,000,000, subject to customary adjustments for net working capital, indebtedness, cash and transaction expenses as set forth in the Purchase Agreement (the “Transaction”).

Comparable filing

On May 7, 2026, Carnival Corporation and Carnival plc completed the unification of their dual listed company structure under a single company, Carnival Corporation Ltd., with Carnival plc as a UK subsidiary of Carnival Corporation Ltd.

This filing

On October 31, 2025, Tompkins Financial Corporation (the “Company”), Tompkins Insurance Agencies, Inc. (“TIA”), a wholly-owned subsidiary of the Company, and Arthur J. Gallagher Risk Management Services, LLC, an affiliate of Arthur J. Gallagher & Co. (collectively, “Gallagher”) entered into a definitive stock purchase agreement (the “Purchase Agreement”), pursuant to which the Company sold all of the issued and outstanding shares of capital stock of TIA to Gallagher for a purchase price of $223,000,000, subject to customary adjustments for net working capital, indebtedness, cash and transaction expenses as set forth in the Purchase Agreement (the “Transaction”).

Comparable filing

is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. --- EX-99.1 (EX-99.1) --- News Release EXHIBIT 99.1 SM ENERGY CLOSES $950 MILLION SOUTH TEXAS DIVESTITURE; ANNOUNCES REDEMPTION OF ALL OUTSTANDING 2026 SENIOR NOTES Demonstrates strong momentum toward $1.0 billion-plus asset sale target and advances 2026

This filing

On October 31, 2025, Tompkins Financial Corporation (the “Company”), Tompkins Insurance Agencies, Inc. (“TIA”), a wholly-owned subsidiary of the Company, and Arthur J. Gallagher Risk Management Services, LLC, an affiliate of Arthur J. Gallagher & Co. (collectively, “Gallagher”) entered into a definitive stock purchase agreement (the “Purchase Agreement”), pursuant to which the Company sold all of the issued and outstanding shares of capital stock of TIA to Gallagher for a purchase price of $223,000,000, subject to customary adjustments for net working capital, indebtedness, cash and transaction expenses as set forth in the Purchase Agreement (the “Transaction”).

Comparable filing

On February 13, 2026, we entered into the Purchase Agreement with David Lazar, the First Closing Shares were issued on February 17, 2026, and the Second Closing Shares were issued on April 22, 2026. As a result of the transactions set out in the Purchase Agreement, Mr. Lazar became the holder of over 95% of the voting rights of our issued and outstanding shares, on a fully-diluted basis, and became the controlling shareholder.

This filing

On October 31, 2025, Tompkins Financial Corporation (the “Company”), Tompkins Insurance Agencies, Inc. (“TIA”), a wholly-owned subsidiary of the Company, and Arthur J. Gallagher Risk Management Services, LLC, an affiliate of Arthur J. Gallagher & Co. (collectively, “Gallagher”) entered into a definitive stock purchase agreement (the “Purchase Agreement”), pursuant to which the Company sold all of the issued and outstanding shares of capital stock of TIA to Gallagher for a purchase price of $223,000,000, subject to customary adjustments for net working capital, indebtedness, cash and transaction expenses as set forth in the Purchase Agreement (the “Transaction”).

Comparable filing

”). The Seller does not have a material relationship with the Company, and the acquisition was not an affiliated transaction. The aggregate purchase price of the Property was $17,700,000, exclusive of closing costs (the “ Purchase Price ”). The Company made an initial down payment of $525,000 on January 26, 2026. On April 17, 2026, the Company funded the Purchase

This filing

On October 31, 2025, Tompkins Financial Corporation (the “Company”), Tompkins Insurance Agencies, Inc. (“TIA”), a wholly-owned subsidiary of the Company, and Arthur J. Gallagher Risk Management Services, LLC, an affiliate of Arthur J. Gallagher & Co. (collectively, “Gallagher”) entered into a definitive stock purchase agreement (the “Purchase Agreement”), pursuant to which the Company sold all of the issued and outstanding shares of capital stock of TIA to Gallagher for a purchase price of $223,000,000, subject to customary adjustments for net working capital, indebtedness, cash and transaction expenses as set forth in the Purchase Agreement (the “Transaction”).

Comparable filing

Immediately prior to the completion of the IPO, the Company effected a reorganization (the “Reorganization”), pursuant to the Reorganization Agreement, dated April 16, 2026 (the “Reorganization Agreement”), whereby the Company’s wholly owned merger subsidiaries merged with and into Arcline Engineered Polymer Topco L.P. (“IPS”), Hawkeye TopCo L.P. (“Quantic”), Connector TopCo, L.P. (“Connector”) and Ovation TopCo, L.P. (“Ovation” and, together with IPS, Quantic and Connector, the “Arxis Businesses”), with the Arxis Businesses surviving as wholly owned subsidiaries of the Company.