BOK FINANCIAL CORP·4

Feb 19, 7:21 PM ET

Reid Jeffrey A. 4

4 · BOK FINANCIAL CORP · Filed Feb 19, 2026

Research Summary

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BOKF EVP Jeffrey Reid Receives Award, Vesting of Phantom Stock

What Happened

  • Jeffrey A. Reid, EVP & Chief Human Resources Officer of BOK Financial Corp. (BOKF), received equity awards and had deferred/phantom stock vest in mid-February 2026. A 2,109-share restricted stock award was recorded (granted 02/17/2026) and 2,525 phantom shares that deferred from a 2023 grant vested on 02/18/2026.
  • Of the 2,525 vested phantom shares, 111.642 shares were disposed to cover tax withholding (reported value $133.56 per share; tax payment = $14,911). The remaining 2,413.358 shares continue to be held as a derivative/phantom stock right (reported as a re-grant/derivative on 02/18/2026).

Key Details

  • Transaction dates: grants recorded 02/17/2026; phantom-stock vesting and related activity 02/18/2026. Form 4 filed 02/19/2026.
  • Specifics: 2,109 restricted shares granted (subject to forfeiture and performance vesting per footnote); 2,525 phantom units vested; 111.642 shares withheld to pay taxes ($133.56/share; $14,911 total); 2,413.358 phantom shares remain as a derivative security.
  • Footnotes of note:
    • F1: The 2,109 restricted shares vest on Jan 16, 2029 and are subject to forfeiture and performance conditions.
    • F2–F5: The 2,413.358 shares reflect performance-based/upward adjustments and represent phantom stock (RSU-like) that can be settled in stock or cash and become payable upon the reporting person’s termination.
  • Filing timeliness: Reported on 02/19/2026 for transactions on 02/17–02/18/2026; appears filed within the Form 4 reporting window.

Context

  • This was not an open-market buy or sale for investment; it reflects scheduled vesting/awards and routine tax withholding (cashless/stock surrender to cover taxes). Phantom stock is a derivative right to receive common stock or cash later and does not necessarily indicate a buy/sell signal by the insider.
  • For retail investors: awards and vesting are common forms of executive compensation. Tax-withholding disposals are routine and do not imply a voluntary sale of underlying economic interest.

Insider Transaction Report

Form 4
Period: 2026-02-17
Reid Jeffrey A.
EVP, Chief HR Officer
Transactions
  • Award

    Common Stock

    [F1]
    2026-02-17+2,10910,756 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-02-18+96911,725 total
  • Tax Payment

    Common Stock

    2026-02-18$133.56/sh111.642$14,91111,613.358 total
  • Disposition to Issuer

    Common Stock

    [F3]
    2026-02-182,413.3589,200 total
  • Award

    Phantom Stock

    [F4][F3][F5]
    2026-02-18+2,413.3583,010.937 total
    Common Stock (2,413.358 underlying)
Holdings
  • Common Stock

    (indirect: By 401(k))
    1,571.219
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 2,525 shares of phantom stock (restricted stock units) issued on February 28, 2023; which such phantom stock vested on February 18, 2026. On vesting, 111.642 shares of the phantom stock were disposed of to pay the taxes on vesting. The remaining 2,413.358 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

Documents

1 file
  • 4
    primary_doc.xmlPrimary

    PRIMARY DOCUMENT