Grunst Martin E 4

4 · BOK FINANCIAL CORP · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

BOKF CFO Martin Grunst Receives Vesting Award (Phantom Stock)

What Happened

Martin E. Grunst, EVP and CFO of BOK Financial Corp (BOKF), received restricted/phantom stock awards and had prior phantom stock units vest in mid-February 2026. On Feb 17, 2026 he was granted 5,983 restricted shares (zero dollar price) that vest under performance/time conditions. On Feb 18, 2026 a total of 6,411 phantom shares (restricted stock units issued Feb 28, 2023) vested: 204.978 of those were disposed of to cover tax withholding (sold at $133.56 each for $27,377), and the remaining 6,206.022 phantom shares remain held as a derivative security. The filing also shows 2,461 shares recorded as an exercise/conversion of a derivative at $0.00 on Feb 18.

Key Details

Transaction dates: Feb 17–18, 2026; filing date: Feb 19, 2026 (appears timely).
Grants/vesting: 5,983 restricted shares granted 2/17/2026 (subject to forfeiture and performance targets; vest Jan 16, 2029 per footnote).
Vesting/derivative action: 6,411 phantom shares vested 2/18/2026; 204.978 sold to cover taxes at $133.56 each = $27,377; 6,206.022 phantom shares retained as derivative units.
Exercise/conversion: 2,461 shares recorded as exercise/conversion of a derivative on 2/18/2026 at $0.00.
Footnotes: phantom stock (RSUs) represents a right to one share or cash; deferred receipt elected in 2023; phantom shares payable upon termination; some awards subject to performance-based upward adjustments.

Context

These actions are award/vesting and tax-withholding events, not open-market buys or discretionary sales. The ~205-share disposal was a routine sell-to-cover to satisfy tax withholding upon vesting. The remaining phantom shares are not yet common stock but are rights that convert to stock or cash per company rules and payout timing. The newly granted restricted shares carry vesting and performance conditions and are subject to forfeiture if those conditions aren't met.

Form 4

Period: 2026-02-17

EVP, CFO

Transactions

Award
Common Stock
[F1]
2026-02-17+5,983→ 40,028 total
Exercise/Conversion
Common Stock
[F2]
2026-02-18+2,461→ 42,489 total
Tax Payment
Common Stock
2026-02-18$133.56/sh−204.978$27,377→ 42,284.022 total
Disposition to Issuer
Common Stock
[F3]
2026-02-18−6,206.022→ 36,078 total
Award
Phantom Stock
[F4][F3][F5]
2026-02-18+6,206.022→ 21,391.988 total
→ Common Stock (6,206.022 underlying)

Footnotes (5)

[F1]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.
[F2]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.
[F3]Prior to issuance, the reporting person elected to defer receipt of 6,411 shares of phantom stock (restricted stock units) issued on February 28, 2023; which such phantom stock vested on February 18, 2026. On vesting, 204.978 shares of the phantom stock were disposed of to pay the taxes on vesting. The remaining 6,206.022 shares of phantom stock remain held by the reporting person as a derivative security.
[F4]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.
[F5]The phantom stock becomes payable upon the reporting person's termination of employment with the Company.

Signature

Tamara R. Sloan, Power of Attorney|2026-02-19

1 file