BOK Financial (NASDAQ: BOKF) exec awarded stock, with tax share withholding

Rhea-AI Filing Summary

BOK Financial Corp EVP and Chief Risk Officer Mindy M. Mahaney reported several equity transactions in company common stock. She acquired 3,371 shares through a grant and related award adjustments, all as restricted stock that vests on January 16, 2029 and is subject to employment and performance conditions.

On the same date, she acquired 343 shares through an exercise or conversion of a derivative security and disposed of 258 shares at $133.56 per share to satisfy tax obligations via share withholding. After these transactions, she directly holds 21,064.905 shares of BOK Financial common stock.

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

OMB APPROVAL

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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^*

Mahaney Mindy M.

(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, Chief Risk Officer

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		3,371(1)	A	$0	20,979.905	D
Common Stock	02/18/2026		M		343(2)	A	$0	21,322.905	D
Common Stock	02/18/2026		F		258	D	$133.56	21,064.905	D

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

	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.
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FAQ

What insider stock transactions did BOKF executive Mindy Mahaney report?

Mindy M. Mahaney reported a restricted stock grant and related adjustments totaling 3,371 BOK Financial shares, an exercise of 343 shares from a derivative, and a tax-withholding disposition of 258 shares at $133.56 per share, all in company common stock.

How many BOKF shares does Mindy Mahaney hold after these Form 4 transactions?

After the reported transactions, Mindy M. Mahaney directly holds 21,064.905 shares of BOK Financial common stock. This reflects the combination of her new restricted stock award, derivative exercise, and the shares withheld to cover tax obligations on the equity compensation.

What are the key details of Mindy Mahaney’s restricted stock award at BOKF?

Mindy M. Mahaney received 3,371 restricted BOK Financial shares, including upward adjustments tied to 2023 performance goals. The restricted stock vests on January 16, 2029 and is subject to forfeiture if her employment ends earlier or specific earnings per share performance targets are not achieved.

Why were 258 BOKF shares disposed of in Mindy Mahaney’s Form 4 filing?

The 258 BOK Financial shares were disposed of to pay the exercise price or tax liability by delivering shares, at $133.56 per share. This tax-withholding disposition is a common method for executives to satisfy tax obligations related to equity awards without a separate cash payment.

Did Mindy Mahaney buy or sell BOKF shares on the open market?

The reported transactions involve a restricted stock grant, performance-based adjustments, a derivative exercise, and a tax-withholding share disposition. The filing describes these as compensation-related acquisitions and a tax payment by delivering shares, rather than open-market purchases or discretionary sales of BOK Financial stock.

What performance conditions affect Mindy Mahaney’s BOKF restricted stock?

Her restricted shares are subject to earnings per share performance goals set under the BOKF Executive Incentive Plan. Shares may be forfeited if those EPS targets are not met or if her employment terminates before the January 16, 2029 vesting date, aligning the award with long-term company performance.