{"schema_version":"secwatch.filing_event.v1","accession":"0001005817-25-000043","form_type":"8-K","ticker":"TMP","cik":"0001005817","company_name":"TOMPKINS FINANCIAL CORP","filed_at":"2025-11-03T23:59:59+00:00","discovered_at":"2026-05-14T18:02:38.493215+00:00","generated_at":"2026-05-17T00:48:32.136644+00:00","sec_items":["1.01","2.01","5.02","7.01","8.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Tompkins Financial sells insurance unit to Gallagher for $223M, gains $183M","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001005817-25-000043","json":"https://secwatch.observer/filing/0001005817-25-000043.json","markdown":"https://secwatch.observer/filing/0001005817-25-000043.md","text":"https://secwatch.observer/filing/0001005817-25-000043.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/0001005817-25-000043-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/tmp-20251031.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T00:48:32.136644+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"e1df1848e0c809050ca2a6fa71e61c9fba997064","claim":"TOMPKINS FINANCIAL CORP completed a disposition involving Arthur J. Gallagher Risk Management Services, LLC for $223,000,000 (closed 2025-10-31).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/0001005817-25-000043-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0001193125-26-164328","ticker":"TRAX","company_name":"First Tracks Biotherapeutics, Inc.","filed_at":"2026-04-20T23:59:59+00:00","headline":"First Tracks Biotherapeutics completes spin-off from AnaptysBio and raises ~$80M in private placement","event_type":"other_material","sec_items":["1.01","2.01","3.02","3.03","5.03","5.01","5.02","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 5.02, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-164328","json":"https://secwatch.observer/filing/0001193125-26-164328.json","markdown":"https://secwatch.observer/filing/0001193125-26-164328.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2091349/000119312526164328/0001193125-26-164328-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2091349/000119312526164328/d78703d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/0001005817-25-000043-index.htm","comparable_excerpt":"On the Distribution Date, AnaptysBio completed the Spin-Off.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2091349/000119312526164328/0001193125-26-164328-index.htm"}},{"accession":"0001493152-26-018755","ticker":"MSGM","company_name":"Motorsport Games Inc.","filed_at":"2026-04-23T23:59:59+00:00","headline":"Motorsport Games repurchases 904,395 shares from Driven Lifestyle, cancels Class B shares, changes control","event_type":"other_material","sec_items":["1.01","2.01","3.03","5.01","5.02","5.03","5.07","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 5.02, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-018755","json":"https://secwatch.observer/filing/0001493152-26-018755.json","markdown":"https://secwatch.observer/filing/0001493152-26-018755.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226018755/0001493152-26-018755-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226018755/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/0001005817-25-000043-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226018755/0001493152-26-018755-index.htm"}},{"accession":"0001193125-26-149823","ticker":"OVV","company_name":"Ovintiv Inc.","filed_at":"2026-04-09T23:59:59+00:00","headline":"Ovintiv closes $2.9B Anadarko sale, repays C$1.57B credit facility, redeems $700M notes","event_type":"other_material","sec_items":["1.02","2.01","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-149823","json":"https://secwatch.observer/filing/0001193125-26-149823.json","markdown":"https://secwatch.observer/filing/0001193125-26-149823.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1792580/000119312526149823/0001193125-26-149823-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1792580/000119312526149823/d928179d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/0001005817-25-000043-index.htm","comparable_excerpt":"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. \n\n--- EX-99.1 (EX-99.1) ---\n\nEX-99.1 Exhibit 99.1 news release Ovintiv","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1792580/000119312526149823/0001193125-26-149823-index.htm"}},{"accession":"0001104659-26-057200","ticker":"CUK","company_name":"CARNIVAL PLC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Carnival completes DLC unification and redomiciliation to Bermuda; Carnival plc now a subsidiary","event_type":"other_material","sec_items":["1.02","2.01","3.01","3.02","3.03","5.01","5.03","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057200","json":"https://secwatch.observer/filing/0001104659-26-057200.json","markdown":"https://secwatch.observer/filing/0001104659-26-057200.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1125259/000110465926057200/0001104659-26-057200-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/815097/000110465926057200/tm2613680d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/0001005817-25-000043-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1125259/000110465926057200/0001104659-26-057200-index.htm"}},{"accession":"0000893538-26-000055","ticker":"SM","company_name":"SM Energy Co","filed_at":"2026-04-30T23:59:59+00:00","headline":"SM Energy closes $950M South Texas asset sale; redeems $819M in 2026 notes","event_type":"other_material","sec_items":["2.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000893538-26-000055","json":"https://secwatch.observer/filing/0000893538-26-000055.json","markdown":"https://secwatch.observer/filing/0000893538-26-000055.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/893538/000089353826000055/0000893538-26-000055-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/893538/000089353826000055/sm-20260430.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/0001005817-25-000043-index.htm","comparable_excerpt":"is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. \n\n--- EX-99.1 (EX-99.1) ---\n\nNews 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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/893538/000089353826000055/0000893538-26-000055-index.htm"}},{"accession":"0001213900-26-048635","ticker":"QUCY","company_name":"Quantum Cyber N.V.","filed_at":"2026-04-28T23:59:59+00:00","headline":"Quantum Cyber N.V. issues $6M preferred shares; David Lazar gains >95% voting control and Co-CEO resigns","event_type":"other_material","sec_items":["1.01","3.02","5.01","5.02","5.03","5.07","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 5.02, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-048635","json":"https://secwatch.observer/filing/0001213900-26-048635.json","markdown":"https://secwatch.observer/filing/0001213900-26-048635.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/ea0288083-8k_quantum.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/0001005817-25-000043-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm"}},{"accession":"0001683168-26-003231","ticker":"FCUV","company_name":"FOCUS UNIVERSAL INC.","filed_at":"2026-04-27T23:59:59+00:00","headline":"Focus Universal acquires Class A office building in Monterey Park for $17.7M","event_type":"other_material","sec_items":["1.01","2.01","2.03","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003231","json":"https://secwatch.observer/filing/0001683168-26-003231.json","markdown":"https://secwatch.observer/filing/0001683168-26-003231.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1590418/000168316826003231/0001683168-26-003231-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1590418/000168316826003231/focus_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/0001005817-25-000043-index.htm","comparable_excerpt":"”). The\nSeller 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\n$17,700,000, exclusive of closing costs (the “ Purchase Price ”). The Company made an initial down payment of $525,000\non January 26, 2026. On April 17, 2026, the Company funded the Purchase","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1590418/000168316826003231/0001683168-26-003231-index.htm"}},{"accession":"0001193125-26-161805","ticker":"ARXS","company_name":"Arxis, Inc.","filed_at":"2026-04-17T23:59:59+00:00","headline":"Arxis completes IPO of 46.6M shares at $28, raises $1.22B, repays $746M debt","event_type":"other_material","sec_items":["1.01","2.01","3.02","3.03","5.03","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-161805","json":"https://secwatch.observer/filing/0001193125-26-161805.json","markdown":"https://secwatch.observer/filing/0001193125-26-161805.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2093536/000119312526161805/0001193125-26-161805-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2093536/000119312526161805/d15141d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1005817/000100581725000043/0001005817-25-000043-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2093536/000119312526161805/0001193125-26-161805-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}