Form 4: BOKF EVP Chief Auditor Reports Stock Transactions

BOK Financial Corp's EVP, Chief Auditor, Rebecca D. Keesling, reported recent acquisitions of restricted stock and a disposition for tax purposes.

Summary

• Rebecca D. Keesling, EVP, Chief Auditor of BOK Financial Corp, reported changes in her beneficial ownership of common stock.
• On February 17, 2026, she acquired 1,443 shares of restricted common stock, which vest on January 16, 2029, and are subject to forfeiture based on employment termination or failure to meet performance earnings per share targets.
• On February 18, 2026, an additional 623 shares of restricted common stock were acquired due to upward adjustments based on the attainment of performance goals for 2023 awards under the BOKF Executive Incentive Plan.
• Also on February 18, 2026, 751 shares of common stock were disposed of at a price of $133.56 per share, typically for tax withholding purposes related to the vesting of restricted stock.
• Following these transactions, Ms. Keesling directly beneficially owns 12,786 shares of common stock.
• She also indirectly owns 437.638 shares via an IRA and 21.4891 shares via a 401(k) Plan, including 9.522 shares acquired through a dividend reinvestment plan.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it indicates the EVP, Chief Auditor is receiving performance-based equity compensation and that the company met its 2023 performance goals for executive awards, suggesting operational success.

Positives

• Acquisition of 1,443 restricted shares indicates ongoing equity compensation for the EVP, Chief Auditor.
• An additional 623 restricted shares were acquired due to the attainment of performance goals for 2023 awards, demonstrating successful performance against established targets.
• Participation in the BOKF dividend reinvestment plan shows continued investment in the company.

Negatives

• Disposition of 751 shares at $133.56, likely for tax withholding, reduces direct beneficial ownership.

Risks

• The 1,443 restricted shares acquired on February 17, 2026, are subject to forfeiture upon termination of employment prior to vesting (January 16, 2029).
• These restricted shares are also subject to forfeiture if certain performance earnings per share targets established under the BOKF Executive Incentive Plan are not met.

Future Outlook

The filing indicates future vesting of restricted stock on January 16, 2029, contingent on continued employment and the achievement of specific performance earnings per share targets under the BOKF Executive Incentive Plan.

Management Comments

• "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."
• "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."
• "Includes 9.522 shares of BOKF common stock not previously reported that were acquired under a BOKF dividend reinvestment plan in which Ms. Keesling is a participant."

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures for insiders, reflecting changes in their beneficial ownership. The acquisition of restricted stock and adjustments based on performance goals are common practices in executive compensation across the financial services industry, aligning management incentives with shareholder value. The disposition for tax purposes is also a standard event upon restricted stock vesting.

Comparison to Industry Standards

• Executive compensation packages in the financial sector frequently include restricted stock awards tied to performance metrics and long-term vesting schedules, similar to BOKF's Executive Incentive Plan.
• For instance, major banks like JPMorgan Chase or Bank of America also utilize performance-based equity awards to incentivize their senior executives, with vesting periods typically ranging from 3 to 5 years.
• The forfeiture conditions for unvested shares are standard across the industry to ensure retention and performance alignment.

Stakeholder Impact

• Shareholders: The attainment of performance goals for executive awards could be viewed positively, suggesting management is meeting targets that benefit shareholder value. The alignment of executive compensation with long-term performance through restricted stock grants is generally seen as beneficial.
• Employees: The executive incentive plan demonstrates a structured approach to rewarding performance, which could influence broader employee incentive programs.

Next Steps

• The 1,443 restricted shares are scheduled to vest on January 16, 2029, subject to performance and employment conditions.

Key Dates

Recommendation

This Form 4 filing is a routine disclosure of insider transactions related to executive compensation and tax withholding. While the attainment of performance goals is a positive signal, the filing itself does not contain new material information that would significantly alter the investment thesis for BOKF. It confirms ongoing executive compensation practices and past performance achievement, supporting a "hold" recommendation for investors already in the stock, as it doesn't present a strong catalyst for buying or selling.

Keywords

BOK Financial Corp, BOKF, Form 4, Insider Trading, Restricted Stock, Executive Compensation, Stock Ownership, Performance Goals, Dividend Reinvestment Plan