BOK Financial (BOKF) EVP logs stock awards, exercise and tax share use

Rhea-AI Filing Summary

BOK Financial Corp executive Mark B. Wade reported multiple equity compensation moves. On February 17, 2026, he acquired 5,113 shares of common stock as a restricted stock award that vests on January 16, 2029 and is subject to earnings-per-share performance targets. On February 18, 2026, he exercised 1,687 common shares from a derivative award and disposed of 132.413 common shares at $133.56 to cover taxes. He also continued to hold phantom stock units, each representing a right to one common share or its cash value, payable when his employment 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^*

Wade Mark B.

(Last) (First) (Middle)

C/O FREDERIC DORWART LAWYERS

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 - Texas Market Executive

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		5,113(1)	A	$0	24,769	D
Common Stock	02/18/2026		M		1,687(2)	A	$0	26,456	D
Common Stock	02/18/2026		F		132.413	D	$133.56	26,323.587	D
Common Stock	02/18/2026		D		4,262.587	D	(3)	22,061	D
Common Stock								1,946.0243	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
Phantom Stock	(4)	02/18/2026		A		4,262.587		(5)	(5)	Common Stock	4,262.587	(3)	5,309.7197	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 4,395 shares of phantom stock (restricted stock units) issued on February 28, 2023; which such phantom stock vested on February 18, 2026. On vesting, 132.413 shares of the phantom stock were disposed of to pay the taxes on vesting. The remaining 4,262.587 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 insider transactions did BOKF executive Mark B. Wade report on this Form 4?

Mark B. Wade reported equity awards, an option-like exercise, and related tax dispositions. He received 5,113 restricted common shares, exercised 1,687 common shares from a derivative award, and disposed of 132.413 shares to satisfy tax obligations tied to vesting.

How many BOKF restricted shares did Mark B. Wade receive and when do they vest?

He received 5,113 shares of restricted 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 targets under the BOKF Executive Incentive Plan are not achieved.

What does the tax-withholding disposition in Mark B. Wade’s BOKF Form 4 represent?

The tax-withholding disposition reflects 132.413 BOK Financial common shares delivered at $133.56 per share. These shares were used to pay taxes upon vesting of deferred phantom stock, rather than representing an open-market sale for investment purposes.

How does Mark B. Wade’s phantom stock in BOK Financial Corp work?

Each phantom stock unit represents a right to receive one BOK Financial common share or its cash value. The units become payable when his employment with the company ends, aligning long-term incentives with the company’s share performance over time.

What performance conditions apply to Mark B. Wade’s BOKF restricted stock awards?

His restricted stock is tied to performance goals under the BOKF Executive Incentive Plan. Shares may be forfeited if certain earnings-per-share targets are not met, and prior awards were adjusted upward based on the attainment of those performance goals for 2023 grants.