Martin Derek 4

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.