KYMES STACY 4

What Happened

• Stacy Kymes, President & CEO of BOK Financial Corp (BOKF), received a 25,274-share restricted stock award (A) and exercised/converting derivatives to acquire 14,647 shares (M). To satisfy tax withholding associated with the transactions, 16,846 shares were surrendered/disposed (F) at $133.56 each for proceeds of $2,249,952.
• The award and exercised shares were reported as acquired at $0.00 in the filing; the only cash value reported is the $2.25M-equivalent of shares disposed to cover taxes.

Key Details

• Transaction dates: Feb 17, 2026 (award); Feb 18, 2026 (exercise and tax withholding/disposition).
• Acquisitions: 25,274 shares (award) @ $0.00; 14,647 shares (exercise/conversion) @ $0.00.
• Disposition for tax/payment: 16,846 shares @ $133.56 = $2,249,952.
• Shares owned after transaction: not specified in the provided filing details.
• Notable footnotes:
  • F1: Awarded restricted stock vests Jan 16, 2029 and is subject to forfeiture and performance-based EPS targets.
  • F3: Some shares reflect upward restricted stock adjustments tied to 2023 performance goals.
  • F4: Filing includes 100.7767 shares from dividend reinvestment since last report.
  • F2: Correction adding 0.5386 shares to previously reported beneficial ownership.
• Filing: Report filed Feb 19, 2026 for transactions on Feb 17–18; this appears timely (Form 4 is generally due within 2 business days).

Context

• The sequence (exercise/conversion then share surrender) is consistent with using shares to satisfy tax withholding obligations rather than an open-market sale; this is routine tax-related disposition, not necessarily a directional sell signal.
• The awarded shares are restricted and tied to future vesting and performance conditions, so they do not immediately increase freely tradable holdings.