Vincent Brad A 4

What Happened
Brad A. Vincent, Executive Vice President – Specialized Industries at BOK Financial (BOKF), had phantom stock (restricted stock units) vest on Feb 18, 2026. Of the vested 5,716 units, 182.753 shares were disposed to cover tax withholding, generating $24,408 (182.753 × $133.56). The remaining 5,533.247 units are retained as a derivative right to receive one share of common stock (or cash) per unit. Separately, on Feb 17, 2026 he was awarded 4,719 restricted shares that vest Jan 16, 2029 subject to forfeiture and performance EPS targets; a 2,194-share conversion/exercise transaction is also reported on Feb 18, 2026 (both reported at $0.00 acquisition price).

Key Details

• Transaction dates: Feb 17–18, 2026; Form 4 filed Feb 19, 2026 (appears timely).
• Tax withholding: 182.753 shares surrendered at $133.56 each → $24,408 paid.
• Phantom units remaining: 5,533.247 derivative units held by Vincent.
• New restricted award: 4,719 restricted shares granted 2/17/2026; vesting Jan 16, 2029 and subject to performance/forfeiture (F1, F2).
• Notes: F3–F5 explain these are deferred/phantom stock (RSUs), represent rights to a share or cash, and become payable on termination; the 182.753-share disposition was to satisfy tax withholding.

Context
This was not an open-market sale for cash gain but a standard vesting/tax-withholding event for deferred/phantom awards. Phantom stock units are derivative rights (convertible to shares or cash at the company’s election), and the transaction included a share surrender to cover taxes (common for RSU/phantom vesting). No purchase price was paid by the insider (acquisitions reported at $0.00).