Mahaney Mindy M. 4

What Happened
Mindy M. Mahaney, EVP and Chief Risk Officer of BOK Financial Corp. (BOKF), received a grant of 3,371 restricted shares on Feb 17, 2026 and on Feb 18, 2026 converted/exercised 343 derivative units into common shares at $0 exercise price. To cover tax withholding, 258 of the newly issued shares were surrendered at $133.56 each, a total withholding value of $34,458. The primary activity is receipt of awarded/converted shares (not an open-market purchase or sale); the only disposition was tax withholding.

Key Details

• Transactions:
  • 2026-02-17: Award/Grant — 3,371 shares @ $0.00 (acquired)
  • 2026-02-18: Exercise/Conversion (M) — 343 shares @ $0.00 (acquired)
  • 2026-02-18: Tax withholding (F) — 258 shares @ $133.56 (disposed) = $34,458
• Net from the conversion on 2/18: 343 acquired less 258 withheld = 85 net shares retained from that conversion.
• Shares owned after the transactions: not specified in the Form 4 filing.
• Footnotes:
  • F1: The restricted shares vest on Jan 16, 2029 and are subject to forfeiture for termination before vesting or if EPS-based performance targets are not met.
  • F2: The conversion includes upward restricted stock adjustments tied to 2023 performance goals under the BOKF Executive Incentive Plan.
• Filing timeliness: Report filed 2026-02-19 for transactions on 02-17 and 02-18; the filing does not indicate a late report.

Context

• This was primarily an award/conversion of company equity, not an open-market sale. The 258-share disposition was a tax-withholding action (code F), a routine administrative step that does not necessarily indicate a decision to sell shares for investment reasons.