Form 4: BOK Financial CIO Martin Reports Stock Awards, Vesting

BOK Financial's EVP and Chief Information Officer, Derek Martin, reported recent acquisitions of restricted stock and phantom stock, alongside dispositions for tax and deferral purposes.

Summary

• Derek Martin, EVP and Chief Information Officer of BOK Financial Corp (BOKF), reported multiple transactions involving company securities.
• On February 17, 2026, Martin acquired 2,873 shares of restricted common stock, which are subject to vesting on January 16, 2029, and forfeiture based on employment termination and performance targets.
• On February 18, 2026, Martin received an upward adjustment of 1,534 restricted stock shares due to the attainment of performance goals established under the BOKF Executive Incentive Plan for 2023 awards.
• Also on February 18, 2026, 126.644 shares of common stock were disposed of at a price of $133.56 per share to cover tax obligations upon the vesting of phantom stock.
• Martin elected to defer the receipt of 3,996 phantom stock units (restricted stock units) issued on February 28, 2023, which vested on February 18, 2026.
• Upon vesting and tax payment, the remaining 3,869.356 shares of phantom stock were acquired as a derivative security, representing a right to receive one share of common stock or its cash value upon termination of employment.
• Following these transactions, Martin's direct beneficial ownership of common stock is 16,325.472 shares, and derivative beneficial ownership of phantom stock is 11,200.2089 shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive. While there are dispositions for tax and deferral, the attainment of performance goals and the grant of new restricted stock indicate successful executive performance and continued alignment of incentives.

Positives

• Attainment of performance goals for restricted stock awards made in 2023 resulted in an upward adjustment of 1,534 shares, indicating successful execution against company objectives.
• The acquisition of 2,873 new restricted stock shares aligns executive incentives with long-term company performance and shareholder value.

Negatives

• A disposition of 126.644 shares of common stock occurred to satisfy tax withholding obligations upon the vesting of phantom stock, reducing direct common stock holdings.
• The deferral of 3,869.356 shares of common stock into phantom stock means these shares are not immediately available as direct common stock.

Risks

• The 2,873 restricted stock shares acquired on February 17, 2026, are subject to forfeiture if employment terminates prior to vesting on January 16, 2029.
• Forfeiture of the 2,873 restricted stock shares can also occur if certain performance earnings per share targets established under the BOKF Executive Incentive Plan are not met.

Future Outlook

The 2,873 restricted stock shares are set to vest on January 16, 2029, contingent on continued employment and the achievement of specific performance earnings per share targets. The 3,869.356 phantom stock units will become payable upon the reporting person's termination of employment with the Company.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for executive compensation and insider transactions, reflecting the implementation of pre-approved incentive plans. The attainment of performance goals for restricted stock awards is a positive indicator of management's execution against strategic objectives, common in the financial services sector to align executive interests with shareholder returns.

Corporate Governance

Stakeholder Impact

• Shareholders: The attainment of performance goals for executive compensation could be viewed positively as it indicates management's success in meeting company objectives. The structure of restricted stock and phantom stock aligns executive interests with long-term shareholder value.
• Employees (specifically the reporting person): The executive benefits from new restricted stock awards and the vesting of previous awards, enhancing personal wealth and incentivizing continued performance.

Next Steps

• The 2,873 restricted stock shares are expected to vest on January 16, 2029, subject to performance and employment conditions.
• The 3,869.356 phantom stock units will become payable upon the reporting person's termination of employment with BOK Financial Corp.

Key Dates

Keywords

BOK Financial, BOKF, Form 4, Insider Trading, Restricted Stock, Phantom Stock, Executive Compensation, Stock Awards, Vesting, Performance Goals, Chief Information Officer