Wade Mark B. 4

4 · BOK FINANCIAL CORP · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

BOKF EVP Mark Wade Receives Stock Awards; Withholds 132 Shares for Taxes

What Happened

Mark B. Wade, EVP and Texas Market Executive at BOK Financial Corp (BOKF), received restricted stock awards and had deferred/phantom stock vest. On Feb 17, 2026 he was granted 5,113 restricted shares (awarded at $0). On Feb 18, 2026 a portion of previously deferred/phantom stock vested: 132.413 shares were disposed to cover tax withholding at $133.56 per share (total withheld ≈ $17,685). The filing shows the conversion/adjustment of additional shares (1,687 shares acquired at $0) and the treatment of 4,262.587 shares as a derivative/phantom position rather than an open-market sale.

Key Details

Dates and actions: 2026-02-17 grant of 5,113 restricted shares (A); 2026-02-18 conversion/exercise entry for 1,687 shares (M); 2026-02-18 tax withholding — 132.413 shares disposed at $133.56/share (F) totaling $17,685; 2026-02-18 entries showing 4,262.587 shares moved into a derivative/phantom position (D and A).
Shares after transactions (as reported): 4,262.587 phantom/derivative shares remain held by Wade; 5,113 newly granted restricted shares were awarded; 132.413 shares were withheld to cover taxes.
Footnotes: the awarded 5,113 shares are restricted stock that vest Jan 16, 2029 and are subject to forfeiture and performance EPS targets (F1). The phantom/RSU activity relates to deferred phantom stock issued Feb 28, 2023 that vested Feb 18, 2026; each phantom share represents a right to one common share or cash and becomes payable upon termination (F2–F5).
Timeliness: filing shows these transactions for the Feb 17–18, 2026 events and was filed on Feb 19, 2026; no late-filing flag indicated.

Context

This was mostly award/vesting activity and a routine tax-withholding disposition (F-code), not an open-market sale. The 132.413-share "sale" was to satisfy tax withholding on vesting (cashless withholding), while the larger balance was retained as deferred/phantom stock — meaning Wade has not sold shares into the market. Awards and vesting reflect compensation actions rather than a directional buy/sell signal.

Form 4

Period: 2026-02-17

EVP - Texas Market Executive

Transactions

Award
Common Stock
[F1]
2026-02-17+5,113→ 24,769 total
Exercise/Conversion
Common Stock
[F2]
2026-02-18+1,687→ 26,456 total
Tax Payment
Common Stock
2026-02-18$133.56/sh−132.413$17,685→ 26,323.587 total
Disposition to Issuer
Common Stock
[F3]
2026-02-18−4,262.587→ 22,061 total
Award
Phantom Stock
[F4][F3][F5]
2026-02-18+4,262.587→ 5,309.72 total
→ Common Stock (4,262.587 underlying)

Holdings

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 4,395 shares of phantom stock (restricted stock units) issued on February 28, 2023; which such phantom stock vested on February 18, 2026. On vesting, 132.413 shares of the phantom stock were disposed of to pay the taxes on vesting. The remaining 4,262.587 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