BOK Financial (BOKF) EVP logs stock grants, option exercise and tax withholding

Rhea-AI Filing Summary

BOK Financial Corp EVP and Chief Auditor Rebecca D. Keesling reported multiple equity-related transactions in company common stock. She acquired 1,443 shares on a grant/award basis, including restricted stock that vests on January 16, 2029 and is subject to employment and earnings-per-share performance conditions.

She also acquired 623 shares through an exercise or conversion of a derivative security, with no cash price shown, and had 751 shares withheld to cover taxes at $133.56 per share. After these transactions, she directly owned 12,786 common shares, with additional indirect holdings through an IRA and a 401(k) plan. Her reported holdings also now include 9.522 dividend reinvestment plan shares that were not previously reported.

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^*

Keesling Rebecca D

(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 Auditor

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		1,443(1)	A	$0	12,914	D
Common Stock	02/18/2026		M		623(2)	A	$0	13,537	D
Common Stock	02/18/2026		F		751	D	$133.56	12,786	D
Common Stock								437.638(3)	I	by IRA
Common Stock								21.4891	I	By 401(k) Plan

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.

3. Includes 9.522 shares of BOKF common stock not previously reported that were acquired under a BOKF dividend reinvestment plan in which Ms. Keesling is a participant.

	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 insider transactions did BOKF EVP Rebecca Keesling report on this Form 4?

Rebecca D. Keesling reported a stock grant of 1,443 BOKF common shares, an exercise or conversion of 623 shares, and a tax-withholding disposition of 751 shares at $133.56. These transactions reflect equity compensation and related tax settlement, not open-market buying or selling.

What are the vesting terms of Rebecca Keesling’s new BOKF restricted stock?

The filing states that certain restricted stock vests on January 16, 2029. Shares are subject to forfeiture if employment ends before vesting or if earnings-per-share performance targets set under the BOKF Executive Incentive Plan are not achieved during the applicable performance period.

How many BOKF shares does Rebecca Keesling own after these Form 4 transactions?

After the reported transactions, Keesling directly owns 12,786 BOKF common shares. She also has indirect holdings of 437.638 shares through an IRA and 21.4891 shares through a 401(k) plan, plus 9.522 dividend reinvestment shares now included in her reported ownership.

Were any of Rebecca Keesling’s BOKF shares sold on the open market?

The filing shows no open-market sale. Instead, 751 BOKF shares were disposed of under code F, meaning they were withheld at $133.56 per share to satisfy exercise price or tax obligations related to equity compensation, rather than sold in a market transaction.

What do the performance-based adjustments in Keesling’s BOKF stock awards mean?

A footnote explains that some reported shares reflect upward restricted stock adjustments. These result from achieving performance goals established in the BOKF Executive Incentive Plan for restricted stock awards granted in 2023, increasing the number of earned shares under those awards.

How were dividend reinvestment plan shares treated in Keesling’s BOKF ownership report?

The filing notes that her holdings now include 9.522 BOKF common shares acquired through a dividend reinvestment plan. These shares were previously unreported but are now explicitly included in her total reported ownership, improving accuracy of disclosed share counts.