BOK Financial (BOKF) CEO logs restricted stock grant and tax-related share disposition

Rhea-AI Filing Summary

BOK Financial Corp President & CEO Stacy Kymes reported several equity compensation changes in company stock. On February 17, 2026, he acquired 25,274 shares of common stock as a grant. Footnotes explain this is restricted stock that vests on January 16, 2029 and is subject to forfeiture if employment ends early or specified earnings-per-share performance targets under the BOKF Executive Incentive Plan are not met, including upward adjustments tied to achieving prior performance goals.

On February 18, 2026, he exercised derivative securities, acquiring 14,647 shares of common stock, and then disposed of 16,846 shares at $133.56 per share to cover exercise price or tax liabilities by delivering shares, rather than an open-market sale. After these transactions, his directly held common stock position was reported as 123,180.539 shares. Indirect holdings were also reported through a revocable trust and a 401(k) plan, and a footnote notes a small upward correction of 0.5386 shares to previously reported beneficial ownership.

Insights

Equity compensation and insider-transactions analyst

CEO activity reflects routine equity awards, vesting conditions, and tax-related share withholding.

The filing shows Stacy Kymes receiving a restricted stock grant of 25,274 shares that vests on January 16, 2029, contingent on continued employment and earnings-per-share performance targets under the BOKF Executive Incentive Plan. Footnotes also describe upward restricted stock adjustments based on achieving earlier performance goals.

On February 18, 2026, he exercised derivative securities, acquiring 14,647 shares, and disposed of 16,846 shares at $133.56 per share through a tax-withholding mechanism. This indicates shares were delivered to satisfy exercise price or tax liabilities, not an open-market sale. Direct ownership after these events is reported as 123,180.539 shares, plus indirect holdings via a revocable trust and a 401(k) plan.

Overall, these actions appear consistent with scheduled equity compensation, vesting, and tax treatment for a senior executive. The net buy/sell summary is neutral, and the filing mainly updates the structure and conditions of his ownership rather than signaling a discretionary market trade.

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

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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^*

KYMES STACY

(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)
	President & CEO

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		25,274(1)	A	$0	125,379.539(2)	D
Common Stock	02/18/2026		M		14,647(3)	A	$0	140,026.539	D
Common Stock	02/18/2026		F		16,846	D	$133.56	123,180.539	D
Common Stock								23,936	I	Angel D Kymes Revocable Trust
Common Stock								9,518.5911(4)	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

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. Following a routine review and reconciliation of the Reporting Person's holdings, it was identified that the Reporting Person incorrectly overstated the gift amount reported in the Form 4 filed on 8/27/2025 by 0.5386 shares. The Reporting Person has corrected this error in this Form 4 filing and has added 0.5386 shares to the number of securities he beneficially owns.

3. 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.

4. Includes 100.7767 shares of BOKF common stock acquired under a BOKF dividend reinvestment plan since the date of the reporting person's last ownership report.

	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.
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FAQ

What did BOKF CEO Stacy Kymes report in this Form 4 filing?

Stacy Kymes reported new restricted stock awards, a derivative exercise, and a related tax-withholding share disposition. The filing updates his direct and indirect BOK Financial common stock holdings, including performance-based adjustments and a small correction to previously reported gifted shares.

How many BOKF shares did Stacy Kymes acquire and dispose of in February 2026?

He acquired 25,274 restricted shares on February 17, 2026, and 14,647 shares through a derivative exercise on February 18, 2026. He then disposed of 16,846 shares at $133.56 per share to cover exercise price or tax liabilities.

What are the vesting terms of Stacy Kymes’s new BOKF restricted stock?

The restricted stock reported in this Form 4 vests on January 16, 2029. Shares can be forfeited if employment ends before vesting or if earnings-per-share performance targets under the BOKF Executive Incentive Plan are not achieved during the specified performance period.

Was the BOKF CEO’s share disposition an open-market sale?

The disposition was not described as an open-market sale. The filing labels it as payment of exercise price or tax liability by delivering 16,846 shares, indicating a tax-withholding or exercise-related transaction rather than a discretionary market sale.

How many BOKF shares does Stacy Kymes own directly after these transactions?

Following the February 18, 2026 transactions, the filing reports Stacy Kymes directly owns 123,180.539 shares of BOK Financial common stock. Additional indirect holdings are reported through the Angel D Kymes Revocable Trust and a 401(k) plan account.

Did the Form 4 include any corrections to Stacy Kymes’s prior BOKF ownership reports?

Yes. A footnote explains a prior Form 4 gift was overstated by 0.5386 shares. This filing corrects that error by adding 0.5386 shares back to the number of BOKF shares he beneficially owns, refining his reported ownership.