Martin Derek 4

4 · BOK FINANCIAL CORP · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

BOKF EVP Derek Martin Receives Award, Exercises Phantom Units

What Happened

Derek Martin, EVP and Chief Information Officer of BOK Financial Corp (BOKF), reported vesting and related transactions tied to restricted/phantom stock. A deferred award of 3,996 phantom shares vested on Feb 18, 2026. To cover tax withholding, 126.644 shares were disposed (sold) at $133.56 per share for a total tax payment of $16,915. The remaining 3,869.356 phantom shares remain held as a derivative security (right to one share or cash).
The Form 4 also shows a Feb 17, 2026 grant of 2,873 restricted shares (acquired at $0, subject to vesting and performance conditions) and a Feb 18 conversion/exercise of 1,534 derivative shares (acquired at $0).

Key Details

Transaction dates: Feb 17–18, 2026; filing date: Feb 19, 2026 (filed timely).
Tax withholding: 126.644 shares disposed at $133.56/share = $16,915 (code F: tax payment/withholding).
Vesting: 3,996 phantom shares vested; 3,869.356 phantom units remain held as derivative securities (code D then A reflect transfer/holding as phantom units).
New award: 2,873 restricted shares granted (vest Jan 16, 2029; subject to forfeiture/performance — see footnote).
Footnotes: phantom stock represents right to one share or cash and becomes payable upon termination; some awards are performance‑conditioned.

Context

This was primarily a vesting and tax‑withholding transaction, not an open‑market sale of economic interest. The 126.644‑share disposition was to satisfy tax withholding on vesting (common and routine); the bulk of the vested units remain as phantom RSUs (derivative rights), not necessarily immediately tradable shares. The new 2,873 restricted shares are subject to multi‑year vesting and performance conditions, so they do not signal an immediate liquidity event.

Form 4

Period: 2026-02-17

EVP, Chief Information Officer

Transactions

Award
Common Stock
[F1]
2026-02-17+2,873→ 18,787.472 total
Exercise/Conversion
Common Stock
[F2]
2026-02-18+1,534→ 20,321.472 total
Tax Payment
Common Stock
2026-02-18$133.56/sh−126.644$16,915→ 20,194.828 total
Disposition to Issuer
Common Stock
[F3]
2026-02-18−3,869.356→ 16,325.472 total
Award
Phantom Stock
[F4][F3][F5]
2026-02-18+3,869.356→ 11,200.209 total
→ Common Stock (3,869.356 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 3,996 shares of phantom stock (restricted stock units) issued on February 28, 2023; which such phantom stock vested on February 18, 2026. On vesting, 126.644 shares of the phantom stock were disposed of to pay the taxes on vesting. The remaining 3,869.356 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