BOK Financial (BOKF) EVP receives restricted stock grant and tax-share withholding

Rhea-AI Filing Summary

BOK Financial Corp executive Kelley Weil reported equity compensation and related tax withholding transactions. On February 17, 2026, Weil acquired 3,017 shares of restricted common stock as a grant under the BOKF Executive Incentive Plan. These shares vest on January 16, 2029 and are subject to forfeiture if employment ends before vesting or if specified earnings-per-share performance targets are not met.

On February 18, 2026, Weil acquired 1,397 shares through an exercise or conversion of derivative securities, and 1,610 shares were disposed of to satisfy exercise price or tax liabilities at $133.56 per share. Following these transactions, Weil directly owned 19,275 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

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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^*

Weil Kelley

(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-Consumer Banking Services

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		3,017(1)	A	$0	19,488	D
Common Stock	02/18/2026		M		1,397(2)	A	$0	20,885	D
Common Stock	02/18/2026		F		1,610	D	$133.56	19,275	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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** 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 stock transactions did BOK Financial (BOKF) executive Kelley Weil report?

Kelley Weil reported equity compensation and related tax withholding transactions. She received 3,017 restricted shares on February 17, 2026, then exercised 1,397 shares and had 1,610 shares withheld on February 18, 2026 to cover exercise price or tax liabilities, ending with 19,275 shares owned.

When do Kelley Weil’s new restricted BOK Financial (BOKF) shares vest?

The 3,017 restricted shares granted to Kelley Weil vest on January 16, 2029. They are also subject to forfeiture if her employment ends before vesting or if earnings-per-share performance targets set under the BOKF Executive Incentive Plan are not achieved over the relevant period.

How many BOK Financial (BOKF) shares does Kelley Weil own after these Form 4 transactions?

After the reported transactions, Kelley Weil directly owns 19,275 shares of BOK Financial common stock. This reflects the February 17, 2026 restricted stock grant, the February 18 derivative exercise of 1,397 shares, and the disposition of 1,610 shares to satisfy exercise price or tax obligations.

Were Kelley Weil’s BOK Financial (BOKF) share dispositions open-market sales?

The reported disposition was not an open-market sale but a tax-related transaction. The Form 4 describes the 1,610-share disposition under code F, meaning shares were delivered at $133.56 per share to pay the exercise price or tax liabilities tied to an equity award.

What performance conditions apply to Kelley Weil’s BOK Financial (BOKF) restricted stock?

The restricted stock is tied to performance goals under the BOKF Executive Incentive Plan. Shares may be forfeited if specific earnings-per-share targets are not met, and the filing notes upward restricted stock adjustments based on attainment of performance goals from awards originally granted in 2023.