BOK Financial (BOKF) EVP adds 4,054 shares, withholds stock for taxes

Rhea-AI Filing Summary

BOK Financial Corp executive vice president David D. Stratton reported equity compensation-related transactions in company common stock. On February 17, 2026, he acquired 4,054 shares through a grant/award, bringing his direct holdings to 10,131.349 shares. These include restricted stock that vests on January 16, 2029 and is subject to employment and earnings-per-share performance conditions under the BOKF Executive Incentive Plan, including upward adjustments for 2023 performance-based awards.

On February 18, 2026, he exercised a derivative security for 213 shares at a stated price of $0.00 per share and then disposed of 206 shares at $133.56 per share to cover tax obligations. After these transactions, he directly owned 10,138.349 shares of BOK Financial Corp 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Stratton David 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, Regional Banking

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		4,054(1)	A	$0	10,131.349	D
Common Stock	02/18/2026		M		213(2)	A	$0	10,344.349	D
Common Stock	02/18/2026		F		206	D	$133.56	10,138.349	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.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did BOKF executive David Stratton report in his latest Form 4?

David Stratton reported equity compensation-related transactions in BOK Financial Corp common stock, including a 4,054-share grant, an exercise of 213 shares, and a 206-share tax-withholding disposition, leaving him with 10,138.349 shares held directly.

How many BOKF shares did David Stratton acquire through equity awards?

David Stratton acquired 4,054 shares of BOK Financial Corp common stock on February 17, 2026 via a grant or award. These shares are restricted, subject to future vesting and performance conditions under the BOKF Executive Incentive Plan, including adjustments tied to 2023 awards.

What are the vesting terms of David Stratton’s restricted BOKF stock?

The restricted BOK Financial Corp stock reported by David Stratton vests on January 16, 2029. The shares can be forfeited if his employment ends before vesting or if specified earnings-per-share performance targets under the BOKF Executive Incentive Plan are not achieved.

Why did David Stratton dispose of some BOKF shares in this Form 4?

David Stratton disposed of 206 BOK Financial Corp shares at $133.56 per share in a tax-withholding transaction. This disposition was used to satisfy the exercise price or tax liability associated with his equity awards, rather than representing an open-market sale.

How many BOKF shares does David Stratton own after these transactions?

Following the February 17–18, 2026 transactions, David Stratton directly owns 10,138.349 BOK Financial Corp common shares. This figure reflects the net effect of his 4,054-share grant, 213-share derivative exercise, and 206-share tax-withholding share disposition during the period.

What performance conditions affect David Stratton’s BOKF restricted stock?

David Stratton’s restricted BOK Financial Corp shares are tied to earnings-per-share performance goals under the BOKF Executive Incentive Plan. Footnotes indicate upward restricted stock adjustments were made based on performance goals for 2023 awards, and unvested shares remain subject to forfeiture if targets are not met.