BOK Financial (BOKF) CFO reports new stock grants and phantom units

Rhea-AI Filing Summary

BOK Financial EVP and CFO Martin E. Grunst reported multiple equity-related transactions in company stock and phantom stock. He received 5,983 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.

He was also credited with 6,206.022 phantom stock units, each representing the right to one share of common stock or its cash value, which become payable upon his termination of employment. On February 18, 2026, he exercised derivative securities into 2,461 common shares and had 204.978 shares disposed of to cover taxes on vesting, with additional shares disposed to the issuer as part of plan mechanics.

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^*

Grunst Martin E

(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, CFO

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		5,983(1)	A	$0	40,028	D
Common Stock	02/18/2026		M		2,461(2)	A	$0	42,489	D
Common Stock	02/18/2026		F		204.978	D	$133.56	42,284.022	D
Common Stock	02/18/2026		D		6,206.022	D	(3)	36,078	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		6,206.022		(5)	(5)	Common Stock	6,206.022	(3)	21,391.9881	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 6,411 shares of phantom stock (restricted stock units) issued on February 28, 2023; which such phantom stock vested on February 18, 2026. On vesting, 204.978 shares of the phantom stock were disposed of to pay the taxes on vesting. The remaining 6,206.022 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 did BOKF EVP and CFO Martin Grunst report in this Form 4?

Martin Grunst reported several equity-related transactions, including a grant of 5,983 restricted BOK Financial common shares and additional phantom stock units. He also exercised derivative securities into common stock and had a portion of shares disposed to cover tax obligations and to the issuer under plan terms.

How many restricted BOKF shares were granted to CFO Martin Grunst?

Martin Grunst was granted 5,983 restricted shares of BOK Financial common stock. These shares vest on January 16, 2029, and are subject to forfeiture if his employment ends earlier or if specified earnings-per-share performance goals under the BOKF Executive Incentive Plan are not achieved.

What are the key vesting conditions on Martin Grunst’s restricted BOKF stock?

The restricted BOK Financial shares vest on January 16, 2029. They are subject to forfeiture if Martin Grunst’s employment terminates before vesting or if certain performance earnings-per-share targets established under the BOKF Executive Incentive Plan for these awards are not met over the defined period.

What phantom stock activity did BOKF CFO Martin Grunst report?

Martin Grunst reported 6,206.022 phantom stock units, stemming from deferred restricted stock units granted in 2023 that vested on February 18, 2026. Each phantom stock unit represents a right to receive one BOK Financial common share or its cash value, payable upon his termination of employment.

Were any BOKF shares used to cover taxes for Martin Grunst’s awards?

Yes. Upon vesting of previously deferred phantom stock on February 18, 2026, 204.978 BOK Financial common shares were disposed of to pay taxes. The remaining related phantom stock units continue to be held as a derivative security as described in the footnote disclosures.

Did Martin Grunst exercise any derivative securities into BOKF common stock?

Yes. Martin Grunst exercised derivative securities into 2,461 shares of BOK Financial common stock on February 18, 2026. This exercise was reported as a derivative conversion transaction, separate from the restricted stock grants and phantom stock deferral arrangements disclosed in the same Form 4 filing.