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BOK FINANCIAL CORP

For the period ended Dec 31, 2025. Filed Mar 19, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Mar 19, 2026

BOKF$129.48-0.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

XFiled by Registrant
Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
XDefinitive Proxy Statement
Definitive Additional Materials

BOK FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

XNo fee required.
Fee paid previously with preliminary materials.

March 19, 2026

To Our Shareholders:

The Annual Meeting of Shareholders of BOK Financial Corporation will be held this year on Tuesday, May 5, 2026, at 2:30 p.m. Central Time as a virtual meeting of shareholders. You will be able to participate in the meeting, vote, and submit questions during the meeting via live webcast by visitingwww.virtualshareholdermeeting.com/BOKF2026 and entering your secure control number, which can be found on the enclosed proxy card. Details of the business to be conducted at the annual meeting are given in the attached Notice of Annual Meeting and Proxy Statement. Also enclosed is our Annual Report to Shareholders, covering the fiscal year ended December 31, 2025.

We hope that you will be able to attend this meeting via live webcast, but all shareholders, whether or not they expect to attend the meeting, are requested to vote by completing, dating and signing the enclosed proxy and returning it in the enclosed envelope as promptly as possible.

Sincerely,

George B. Kaiser, Chairman of the

Board of Directors

Stacy C. Kymes, President and

Chief Executive Officer

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS4
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS5
General5
Voting by Proxy5
Voting and Quorum Requirements at the Meeting6
Solicitation of Proxies6
Principal Executive Offices of the Company6
Principal Shareholders of the Company7
Security Ownership of Certain Beneficial Owners and Management8
PROPOSAL ONE - ELECTION OF DIRECTORS10
Nominees and Vote Required to Elect Nominees10
Term of Office10
Family Relationships10
Information about Nominees10
PROPOSAL TWO - RATIFICATION OF SELECTION OF AUDITOR16
PROPOSAL THREE - ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS17
CORPORATE GOVERNANCE18
Director Compensation18
Attendance of Meetings19
Director Nominations19
Director Independence20
Compensation Committee Interlocks and Insider Participation20
Board Role in Oversight of Risk20
Committees of the Board of Directors21
Executive Session Meetings24
Communication with the Board of Directors24
Report of the Audit Committee25
Principal Accountant Fees and Services26
Board Leadership Structure26
Executive Officers27
EQUITY COMPENSATION PLAN INFORMATION30
COMPENSATION DISCUSSION AND ANALYSIS31
Executive Compensation Program Overview31
2025 Executive Compensation Summary31
Promoting Long-Term Growth and Discouraging Excessive Risk Taking32
Evaluating Executive Compensation Relative to Peer and Overall Earnings Performance33
Factors Used for Establishing Executive Compensation34
Components of Executive Compensation35
Compensation Philosophy and Objectives40
Change of Control and Termination Benefits41
Equity Grant Policies and Practices41
Tax and Accounting Considerations42
Compensation Committee Report42
EXECUTIVE COMPENSATION TABLES43
Summary Compensation Table43
2025 Pay Ratio Disclosure44
Option Exercises and Stock Vested44
Grants of Plan-Based Awards45
Outstanding Equity Awards at Fiscal Year-End47
Nonqualified Deferred Compensation47
Potential Payments Upon Termination49
PAY VERSUS PERFORMANCE (PVP)51
RELATED PARTY TRANSACTION REVIEW AND APPROVAL POLICY56
CERTAIN TRANSACTIONS56
DELINQUENT SECTION 16(a) REPORTS57
PROPOSALS OF SHAREHOLDERS FOR 2027 ANNUAL MEETING57
ELIMINATION OF DUPLICATE PROXIES58
OTHER MATTERS58
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.