BOK Financial (BOKF) EVP adds restricted and phantom stock, exercises and settles shares

Rhea-AI Filing Summary

BOK Financial Corp executive Derek Martin reported multiple equity-related transactions and awards. On February 18, he acquired 3,869.356 shares of phantom stock as a derivative security tied to prior restricted stock units that vested on that date, with 126.644 shares of phantom stock disposed to cover taxes.

He also exercised derivative rights to acquire 1,534 shares of common stock and disposed of 3,869.356 shares of common stock to the issuer. On February 17, he received a grant of 2,873 shares of restricted common stock that vest on January 16, 2029, subject to continued employment and earnings-per-share performance targets under the BOKF Executive Incentive Plan.

Each share of phantom stock represents a right to receive one share of common stock, or at the company’s election the cash value, and becomes payable when Martin’s employment with the company ends.

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^*

Martin Derek

(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 Information 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		2,873(1)	A	$0	18,787.472	D
Common Stock	02/18/2026		M		1,534(2)	A	$0	20,321.472	D
Common Stock	02/18/2026		F		126.644	D	$133.56	20,194.828	D
Common Stock	02/18/2026		D		3,869.356	D	(3)	16,325.472	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
Phantom Stock	(4)	02/18/2026		A		3,869.356		(5)	(5)	Common Stock	3,869.356	(3)	11,200.2089	D

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. Prior to issuance, the reporting person elected to defer receipt of 3,996 shares of phantom stock (restricted stock units) issued on February 28, 2023; which such phantom stock vested on February 18, 2026. On vesting, 126.644 shares of the phantom stock were disposed of to pay the taxes on vesting. The remaining 3,869.356 shares of phantom stock remain held by the reporting person as a derivative security.

4. Each share of phantom stock represents a right to receive one share of common stock, or at the Company's election, the cash value thereof.

5. The phantom stock becomes payable upon the reporting person's termination of employment with the Company.

	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 equity awards did Derek Martin report in this BOKF Form 4 filing?

Derek Martin reported a grant of 2,873 restricted common shares and an acquisition of 3,869.356 phantom stock shares. The restricted stock vests in 2029, while the phantom stock is payable after his employment ends, reflecting long-term, performance-linked compensation.

When do Derek Martin’s new BOKF restricted stock awards vest?

The new restricted stock award to Derek Martin vests on January 16, 2029. These shares are subject to forfeiture if his employment ends before vesting or if certain earnings-per-share performance goals under the BOKF Executive Incentive Plan are not achieved.

How does the phantom stock reported by Derek Martin work at BOKF?

Each phantom stock share reported by Derek Martin represents a right to receive one BOKF common share or the cash value at the company’s election. This phantom stock becomes payable when his employment with BOK Financial Corp terminates, aligning value with his tenure.

Why were 126.644 BOKF shares disposed of in Derek Martin’s Form 4?

The filing states that 126.644 shares of phantom stock were disposed of to pay taxes upon vesting of restricted stock units. This reflects a tax-withholding disposition, where a portion of vested shares is used to satisfy tax obligations instead of a cash payment.

What performance conditions affect Derek Martin’s BOKF restricted stock awards?

Some of Derek Martin’s restricted stock is tied to earnings-per-share goals under the BOKF Executive Incentive Plan. Shares are subject to forfeiture if specified EPS performance targets are not met, and prior awards received upward adjustments based on attaining those performance goals.

What common stock movements did Derek Martin report for BOKF on February 18, 2026?

On February 18, Derek Martin acquired 1,534 common shares through an exercise of derivative securities and disposed of 3,869.356 common shares back to the issuer. He also recorded tax-related disposal of 126.644 phantom stock shares upon vesting of earlier awards.