BOK FINANCIAL CORPBOKF

BOK FINANCIAL CORP Stock Compensation Disclosure

10-KFiled Feb 18, 20262 min read
Share-Based Compensation Plans
The shareholders and Board of Directors of BOK Financial have approved various share-based compensation plans. An independent compensation committee of the Board of Directors determines the number of awards granted to the Chief Executive Officer and other senior executives. Share-based compensation is granted to other officers and employees as determined by the Chief Executive Officer.

The Company awards restricted stock to certain officers and employees and RSUs to certain executives, (collectively "non-vested shares"). Vesting of all non-vested shares is subject to service requirements. Additionally, vesting of certain non-vested shares is subject to performance criteria based on changes in the Company's earnings per share relative to defined peers. The following represents a summary of the non-vested shares for the three years ended December 31, 2025:
Restricted StockRestricted Stock Units
 SharesWeighted
Average
Grant Date
Fair Value		UnitsWeighted
Average
Grant Date
Fair Value
Non-vested at January 1, 2023492,884 51,010 
Granted180,178 $97.56 7,275 $102.35 
Vested(103,515)82.85 (6,894)77.36 
Forfeited(30,557)95.17 — — 
Non-vested at December 31, 2023538,990 51,391 
Granted236,834 $83.44 1,833 $81.79 
Vested(116,962)73.12 (5,271)88.25 
Forfeited(34,399)92.34 — — 
Non-vested at December 31, 2024624,463 47,953 
Granted241,245 $109.80 2,037 $111.49 
Vested(171,125)106.47 (8,372)103.79 
Forfeited(38,302)95.32 — — 
Non-vested at December 31, 2025656,281 41,618 

Compensation expense recognized on non-vested restricted stock totaled $23.0 million for 2025, $22.5 million for 2024, and $14.8 million for 2023. Unrecognized compensation cost of non-vested restricted stock totaled $27.8 million at December 31, 2025. We expect to recognize compensation expense of $17.3 million in 2026, $9.5 million in 2027, and $942 thousand in 2028 on the non-vested shares of restricted stock. Vesting of 286,848 shares of non-vested restricted stock may be increased or decreased based on performance criteria defined in the BOK Financial Corporation Omnibus Incentive Plan documents. The fair value of restricted shares vested totaled $18.4 million, $10.0 million, and $10.3 million during the years ended December 31, 2025, 2024, and 2023, respectively.

Compensation expense recognized on non-vested RSUs totaled $2.2 million for 2025, $148 thousand for 2024, and $572 thousand for 2023. Compensation cost for RSUs is variable based on the current fair value of BOK Financial common shares. Unrecognized compensation cost of non-vested RSUs totaled $1.1 million at December 31, 2025. We expect to recognize compensation expense of $842 thousand in 2026, $279 thousand in 2027, and $12 thousand in 2028 on the non-vested RSUs. Vesting of 38,620 non-vested RSUs may be increased or decreased based on performance criteria defined in the BOK Financial Corporation Omnibus Incentive Plan documents. The intrinsic value of share-based liabilities paid in 2025, 2024, and 2023 were $923 thousand, $449 thousand, and $709 thousand, respectively.

Historical Timeline

Fiscal YearFiled
2025Feb 18, 2026Showing above
2024Feb 19, 2025
2023Feb 21, 2024
2022Mar 1, 2023
2021Feb 23, 2022

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

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