TOMPKINS FINANCIAL CORP (TMP): M&A transaction — Tompkins Financial sells insurance unit to Gallagher for $223M, gains $183M

TOMPKINS FINANCIAL CORP

Sold Tompkins Insurance Agencies to Arthur J. Gallagher & Co. for $223M cash; deal closed Oct 31, 2025.
Pre-tax gain of $183M from sale; proceeds to be used for strategic investments and balance sheet flexibility.
Sold $565M of low-yield debt securities (1.56% avg) at $79.5M pre-tax loss; reinvested at 4.52% avg yield.
TIA leadership and all employees join Gallagher; former TIA CEO David Boyce receives $500K retention payment.

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Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

TOMPKINS FINANCIAL CORP completed a disposition involving Arthur J. Gallagher Risk Management Services, LLC for $223,000,000 (closed 2025-10-31).

Action: disposition
Counterparty: Arthur J. Gallagher Risk Management Services, LLC
Consideration: $223,000,000
Closing: 2025-10-31

Exact text from the 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”).

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Source: SEC EDGAR

accession 0001005817-25-000043

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