BOKF, NA issues $400M Tier II-eligible 6.108% notes, 2040 maturity

Rhea-AI Filing Summary

BOK Financial Corporation reported that its subsidiary, BOKF, NA, priced $400,000,000 of 6.108% Fixed-Rate Reset Subordinated Notes due 2040 in a transaction exempt from registration under Section 3(a)(2). The offering is expected to settle on November 6, 2025, subject to customary closing conditions.

The Bank intends to use the net proceeds for general corporate purposes and expects the Notes to qualify as Tier II regulatory capital. The Notes are obligations solely of the Bank and are not obligations of, nor guaranteed by, the Parent or any of the Bank’s affiliates.

Insights

Bank capital & debt markets analyst

$400M Tier II-eligible bank notes priced at 6.108%, due 2040.

BOKF, NA priced $400,000,000 of subordinated notes at 6.108%, structured as fixed-rate reset and maturing in 2040. The transaction is exempt under Section 3(a)(2) and is expected to settle on November 6, 2025, pending customary closing conditions.

The Bank expects Tier II regulatory capital treatment, which can support regulatory ratios at the bank level. Proceeds are for general corporate purposes, indicating flexible use rather than a specific earmark. The obligations rest solely with the Bank and are not guaranteed by the Parent.

Key factors are final settlement on November 6, 2025 and the achieved pricing level versus peers. Actual impact depends on balance sheet deployment and regulatory capital effects.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 3, 2025

Commission File No. 001-37811

BOK FINANCIAL CORP

(Exact name of registrant as specified in its charter)

Oklahoma									73-1373454
(State or other jurisdiction of Incorporation or Organization)									(IRS Employer Identification No.)
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa,			Oklahoma						74192
(Address of Principal Executive Offices)									(Zip Code)

 (918) 588-6000

(Registrant’s telephone number, including area code)

N/A

___________________________________________

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.00006 per share

BOKF

Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 8.01. Other Events.

On November 3, 2025, BOKF, NA (the "Bank"), a subsidiary of BOK Financial Corporation (the "Parent"), successfully priced $400,000,000 in 6.108% Fixed-Rate Reset Subordinated Notes Due 2040 (the "Notes") in a transaction exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended. The offering is expected to settle on November 6, 2025, subject to customary closing conditions. The Bank intends the net proceeds from the sale of the Notes to be used for general corporate purposes. The Bank expects the Notes to be treated as Tier II regulatory capital. The Notes are obligations solely of the Bank and are neither obligations of, nor guaranteed by, the Parent or any of the Bank's affiliates.

The information contained in this Item 8.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Furthermore, such information shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                        BOK FINANCIAL CORPORATION

                        By: /s/ Martin E. Grunst         

                         Martin E. Grunst

                         Executive Vice President

                         Chief Financial Officer

Date: November 3, 2025

FAQ

What did BOKF (BOKF) announce in this 8-K?

BOKF, NA priced $400,000,000 of 6.108% Fixed-Rate Reset Subordinated Notes due 2040 in a Section 3(a)(2) exempt transaction.

What is the interest rate and maturity of BOKF’s new notes?

The Notes carry a 6.108% fixed-rate reset coupon and are due in 2040.

When is settlement expected for BOKF’s subordinated notes?

Settlement is expected on November 6, 2025, subject to customary closing conditions.

How will BOKF use the proceeds from the notes offering?

The Bank intends to use net proceeds for general corporate purposes.

Will the new notes count toward BOKF’s regulatory capital?

The Bank expects the Notes to be treated as Tier II regulatory capital.

Are the notes obligations of the parent company, BOK Financial Corporation?

No. The Notes are obligations solely of the Bank and are not guaranteed by the Parent or affiliates.

Was the notes offering registered with the SEC?

No. It was conducted under the Section 3(a)(2) exemption from registration.