Form 4: BOKF Executive's Stock Activity: Vesting, Tax Sales, and Deferrals

BOK Financial Corp's EVP, Mark B. Wade, reported significant stock transactions including restricted stock awards, tax-related sales, and phantom stock deferrals.

Summary

• Mark B. Wade, EVP Texas Market Executive at BOK Financial Corp (BOKF), reported several equity transactions.
• On February 17, 2026, Wade acquired 5,113 shares of restricted common stock, which are scheduled to vest on January 16, 2029, contingent on continued employment and meeting specific performance earnings per share targets.
• An upward adjustment of 1,687 restricted stock shares was reported on February 18, 2026, reflecting the attainment of performance goals for awards granted in 2023 under the BOKF Executive Incentive Plan.
• On February 18, 2026, 132.413 shares of common stock were disposed of at $133.56 per share to cover tax obligations upon the vesting of previously deferred phantom stock.
• Concurrently, 4,262.587 shares of common stock were disposed of as part of the conversion of vested phantom stock into a derivative security.
• Wade had previously elected to defer receipt of 4,395 phantom stock shares (restricted stock units) issued on February 28, 2023, which vested on February 18, 2026; after tax payments, 4,262.587 shares of phantom stock remain held as a derivative security.
• Each phantom stock unit represents a right to receive one share of common stock or its cash equivalent, payable upon the reporting person's termination of employment.
• Following these transactions, Wade directly beneficially owns 22,061 shares of common stock and indirectly owns 1,946.0243 shares via a 401(k) Plan, in addition to 5,309.7197 derivative phantom stock units.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive disclosure, reflecting the executive's continued equity participation and the achievement of performance goals, which are generally favorable signs for executive alignment and company performance.

Positives

• Attainment of performance goals for 2023 restricted stock awards resulted in an upward adjustment of 1,687 shares, indicating successful executive performance.
• Acquisition of 5,113 new restricted stock shares demonstrates continued long-term incentive and alignment of the executive's interests with the company's future performance.

Negatives

• Disposal of 132.413 shares of common stock at $133.56 to cover tax liabilities, which, while routine, represents a reduction in direct equity holdings.
• New restricted stock awards are subject to forfeiture conditions, including employment termination prior to vesting and failure to meet specific performance targets.

Risks

• Forfeiture of 5,113 restricted stock shares if employment terminates prior to January 16, 2029.
• Forfeiture of 5,113 restricted stock shares if certain performance earnings per share targets established pursuant to the BOKF Executive Incentive Plan are not met.

Future Outlook

The 5,113 restricted stock shares acquired on February 17, 2026, are scheduled to vest on January 16, 2029, contingent on continued employment and meeting performance targets. The 4,262.587 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, providing transparency into how executives are compensated and manage their equity holdings. These transactions, particularly those related to vesting and tax payments, are routine events in executive compensation structures within the financial services industry.

Comparison to Industry Standards

• Executive compensation structures involving restricted stock and phantom stock units with performance-based vesting and tax-related disposals are common across the financial services industry and publicly traded companies.
• Many companies, including large financial institutions like JPMorgan Chase or Bank of America, utilize similar long-term incentive plans to align executive interests with shareholder value, often incorporating multi-year vesting schedules and performance hurdles.
• The practice of selling shares to cover tax obligations upon vesting is a standard procedure for executives receiving equity compensation.

Stakeholder Impact

• Shareholders gain transparency into executive compensation and equity holdings, which can inform their assessment of management incentives.
• The executive's compensation is tied to company performance and long-term value creation through restricted stock and phantom stock awards, aligning their interests with shareholder value.

Next Steps

• Vesting of 5,113 restricted common stock shares on January 16, 2029, subject to performance and employment conditions.
• Payment of 4,262.587 phantom stock units upon the reporting person's termination of employment.

Key Dates

Keywords

BOKF, BOK Financial, Form 4, insider transaction, executive compensation, restricted stock, phantom stock, equity awards, performance goals