BOK Financial (BOKF) EVP reports restricted stock and tax-share disposition

Rhea-AI Filing Summary

BOK Financial EVP Wealth Management Scott Grauer reported equity compensation and related share movements in company stock. He acquired 8,190 shares of common stock on February 17, 2026 as a grant of restricted stock tied to performance goals and vesting on January 16, 2029, subject to forfeiture if employment ends or earnings-per-share targets are not met. On February 18, 2026, he acquired 3,100 shares through an exercise or conversion of a derivative security and disposed of 3,562 shares at $133.56 per share to satisfy tax or exercise obligations, rather than through an open-market sale. After these transactions, his direct holdings were 43,524 shares of common stock, with additional indirect holdings of 12,424.9288 shares by a 401(k) plan and 24,704 shares held by the Scott Grauer Revocable Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Grauer Scott

(Last) (First) (Middle)

C/O FREDERIC DORWART, LAWYERS PLLC

124 EAST FOURTH STREET

(Street)

TULSA OK 74103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOK FINANCIAL CORP [ BOKF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Wealth Management

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		A		8,190(1)	A	$0	43,986(2)	D
Common Stock	02/18/2026		M		3,100(3)	A	$0	47,086	D
Common Stock	02/18/2026		F		3,562	D	$133.56	43,524	D
Common Stock								12,424.9288(4)	I	By 401(k) Plan
Common Stock								24,704(2)	I	Scott Grauer Revocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock which vests on January 16, 2029. Shares are subject to forfeiture (i) upon termination of employment prior to vesting, and (ii) if certain performance earnings per share targets established pursuant to BOKF Executive Incentive Plan are not met.

2. The reporting person previously transferred 24,704 shares directly held to the Scott Grauer Revocable Trust. Such transfer was exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended.

3. Represents unrestricted stock adjustments based upon attainment of performance goals established pursuant to the BOKF Executive Incentive Plan for restricted stock awards made in 2023.

4. Includes 7.4788 shares of BOKF common stock acquired under the BOKF 401(k) plan since the date of the reporting person's last ownership report.

	Tamara R. Sloan, Power of Attorney	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did BOKF executive Scott Grauer report in this Form 4 filing?

Scott Grauer reported equity compensation-related transactions in BOK Financial stock. He received restricted stock, exercised a derivative security for additional shares, and had shares withheld to cover tax or exercise obligations, updating both his direct and indirect ownership positions.

How many BOKF shares did Scott Grauer acquire as awards or exercises?

Scott Grauer acquired 11,290 BOKF common shares through awards and exercise. He received 8,190 restricted shares on February 17, 2026, and 3,100 shares on February 18, 2026, from the exercise or conversion of a derivative security, increasing his direct equity stake.

Why were 3,562 BOKF shares disposed of at $133.56 in this filing?

3,562 BOKF shares were disposed of to satisfy tax or exercise obligations. The transaction is coded as a tax-withholding disposition at $133.56 per share, indicating shares were delivered to cover exercise price or tax liability rather than sold on the open market.

When do Scott Grauer’s new restricted BOKF shares vest and what are the conditions?

The new restricted BOKF shares vest on January 16, 2029. Vesting depends on Grauer remaining employed through that date and on meeting performance earnings-per-share targets set under the BOKF Executive Incentive Plan, otherwise some or all shares may be forfeited.

What are Scott Grauer’s direct and indirect BOKF share holdings after these transactions?

After the transactions, Grauer directly holds 43,524 BOKF shares. He also has indirect ownership of 12,424.9288 shares through a BOKF 401(k) plan and 24,704 shares held by the Scott Grauer Revocable Trust, reflecting both retirement and estate-planning vehicles.

How were Scott Grauer’s 401(k) and trust holdings in BOKF stock updated?

The filing updates Grauer’s indirect BOKF holdings via a 401(k) and a trust. It notes 12,424.9288 shares in the BOKF 401(k) plan, including 7.4788 shares added since his last report, and 24,704 shares held by the Scott Grauer Revocable Trust.