Form 4: BOKF EVP Martin Reports RSU Vesting, Tax Withholding

BOK Financial Corp's EVP and CIO, Derek Martin, reported the vesting of restricted stock units, with a portion sold for tax obligations and the remainder deferred.

Summary

• EVP and Chief Information Officer, Derek Martin, reported transactions related to the vesting of restricted stock units (phantom stock) on January 13, 2026.
• 1,055 shares of phantom stock (restricted stock units) that were issued on February 28, 2023, vested.
• 109.806 shares of common stock were disposed of at a price of $122.64 per share to satisfy tax withholding obligations upon vesting.
• The remaining 945.194 shares from the vesting event were deferred and continue to be held as phantom stock, a derivative security.
• Martin's direct beneficial ownership of common stock decreased from 16,859.666 shares to 15,914.472 shares.
• His beneficial ownership of phantom stock increased to 7,330.8529 shares.
• The reporting person also acquired 114.35 shares of BOKF common stock and 359.6526 shares of BOKF phantom stock through dividend reinvestment plans.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation events, including vesting of restricted stock units and tax-related dispositions. The deferral of a significant portion of the vested shares and continued participation in dividend reinvestment plans indicate a positive long-term commitment from the executive, offsetting the minor negative of tax-related sales.

Positives

• Vesting of 1,055 restricted stock units indicates long-term incentive compensation for the executive.
• Continued deferral of 945.194 phantom stock units demonstrates the executive's ongoing alignment with shareholder interests and long-term commitment to the company.
• Acquisition of additional common stock (114.35 shares) and phantom stock (359.6526 shares) through dividend reinvestment plans reflects continued investment in the company.

Negatives

• Disposition of 109.806 shares of common stock for tax purposes represents a reduction in direct common stock holdings.

Future Outlook

NA

Industry Context

This is a routine insider transaction filing, common across all publicly traded companies where executives receive equity compensation. It reflects standard compensation practices in the financial services industry.

Comparison to Industry Standards

• This is a standard Form 4 filing detailing executive equity compensation and tax-related dispositions, consistent with practices observed at comparable financial institutions. No specific comparable companies or projects are mentioned in the filing.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding executive equity compensation and holdings, which is generally positive for corporate governance. The tax-related sale is a minor dilution, but the deferral of phantom stock aligns executive interests with long-term shareholder value.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Phantom stock becomes payable upon the reporting person's termination of employment with the Company.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of restricted stock units and subsequent tax-related dispositions, along with deferral of a portion of the vested shares. Such transactions are standard and do not typically indicate a change in the company's fundamental outlook or performance. The executive's continued holding of deferred phantom stock and participation in dividend reinvestment plans suggest ongoing alignment with the company's long-term prospects. Therefore, based solely on this filing, a "hold" recommendation is appropriate as there are no new material factors to warrant a change in investment thesis.

Keywords

BOKF, BOK Financial Corp, Form 4, Insider Trading, Restricted Stock Units, Phantom Stock, Executive Compensation, Stock Vesting, Tax Withholding, Dividend Reinvestment Plan