BOK Financial (BOKF) EVP logs equity grants, vesting and tax share offsets

Rhea-AI Filing Summary

BOK Financial Corp executive Jeffrey A. Reid reported multiple equity-related transactions reflecting compensation and prior deferral elections. On February 18, 2026, he received 2,413.358 shares of phantom stock as a derivative holding after 111.642 phantom shares were used to pay taxes when previously deferred restricted stock units vested. He also exercised a derivative security into 969 shares of common stock and had 111.642 common shares withheld to satisfy tax obligations, with an additional 2,413.358 common shares disposed of back to the company. On February 17, 2026, he acquired 2,109 restricted common shares, which vest on January 16, 2029 and are subject to forfeiture if employment ends early or earnings-per-share targets under the BOKF Executive Incentive Plan are not met. The filing also notes an indirect holding of 1,571.2191 common shares through a 401(k) plan and confirms each phantom stock unit represents one common share or, at the company’s election, its cash value, payable upon termination of employment.

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^*

Reid Jeffrey A.

(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 HR 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		2,109(1)	A	$0	10,756	D
Common Stock	02/18/2026		M		969(2)	A	$0	11,725	D
Common Stock	02/18/2026		F		111.642	D	$133.56	11,613.358	D
Common Stock	02/18/2026		D		2,413.358	D	(3)	9,200	D
Common Stock								1,571.2191	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		2,413.358		(5)	(5)	Common Stock	2,413.358	(3)	3,010.9368	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 2,525 shares of phantom stock (restricted stock units) issued on February 28, 2023; which such phantom stock vested on February 18, 2026. On vesting, 111.642 shares of the phantom stock were disposed of to pay the taxes on vesting. The remaining 2,413.358 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.
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FAQ

What did BOKF executive Jeffrey A. Reid acquire in this Form 4 filing?

Jeffrey A. Reid acquired restricted stock and phantom stock units as part of equity compensation. He received 2,109 restricted common shares and 2,413.358 phantom stock units tied to performance and service, plus 969 common shares from exercising a derivative security.

How are Jeffrey A. Reid’s restricted BOKF shares structured in this filing?

The filing shows 2,109 restricted common shares that vest on January 16, 2029. These 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.

What is the nature of the phantom stock reported for BOKF executive Jeffrey A. Reid?

Reid holds 2,413.358 phantom stock units representing deferred restricted stock from a 2023 award. Each unit equals one common share, or its cash value at the company’s election, and becomes payable when his employment with BOK Financial Corp terminates.

Were any of Jeffrey A. Reid’s BOKF share dispositions open-market sales?

The reported dispositions were not open-market sales. Shares were used to pay tax liabilities on vesting and disposed of back to the issuer. One transaction was coded F for tax withholding, and another D for disposition to the company.

How many BOKF shares does Jeffrey A. Reid hold through retirement plans?

The filing lists an indirect holding of 1,571.2191 common shares through a 401(k) plan. These shares are reported as indirectly owned, reflecting retirement plan holdings rather than directly held brokerage or certificate-based positions.

What performance conditions apply to Jeffrey A. Reid’s BOKF equity awards?

Some awards depend on performance goals set under the BOKF Executive Incentive Plan. Restricted stock vesting and upward restricted stock adjustments are linked to achieving earnings-per-share targets, affecting both the vesting of existing awards and additional performance-based share adjustments.