Grunst Martin E 4

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.