BOK FINANCIAL CORP

BOK Financial Corporation is a financial holding company incorporated in Oklahoma in 1990, whose activities are governed by the Bank Holding Company Act of 1956, as amended. The company offers full service banking in Oklahoma, Texas, New Mexico, Northwest Arkansas, Colorado, Arizona, and Kansas/Missouri. At December 31, 2025, the Company reported total consolidated assets of $52 billion ¹. BOKF, NA is a wholly owned subsidiary bank that operates TransFund and Cavanal Hill Investment Management, and operates banking divisions across eight states: Bank of Albuquerque, Bank of Oklahoma, Bank of Texas and BOK Financial in Arizona, Arkansas, Colorado, Kansas, and Missouri, as well as having limited purpose offices in Nebraska, Wisconsin, Connecticut, and Tennessee. Other wholly owned subsidiaries include BOK Financial Securities, Inc., a broker/dealer that primarily engages in retail and institutional securities sales and municipal bond underwriting, and BOK Financial Private Wealth, Inc., an investment adviser to high net-worth clients. The company's overall strategic objective is to emphasize growth in long-term value by building on its leadership position in Oklahoma through expansion into other high-growth markets in contiguous states, operating primarily in the metropolitan areas of Tulsa and Oklahoma City, Oklahoma; Dallas, Fort Worth, Houston, and San Antonio, Texas; Albuquerque, New Mexico; Denver, Colorado; Phoenix, Arizona; and Kansas City, Kansas/Missouri. The company's acquisition strategy targets fairly priced quality organizations with demonstrated solid growth that would supplement its principal lines of business. The company provides liquidity to the mortgage markets through trading of U.S. government agency issued mortgage-backed securities and related derivative contracts and currently services approximately $127 billion of assets under management or administration ².

BOK Financial is the largest financial institution in the state of Oklahoma with 14% of the state's total deposits ³, and has 33% and 13% of the market share in the Tulsa and Oklahoma City areas, respectively ⁴. The company competes with two banks that have operations nationwide and have greater access to funds at lower costs, higher lending limits, and greater access to technology resources, as well as with regional and locally-owned banks in both the Tulsa and Oklahoma City areas and in every other community in which it does business throughout the state. In the state of Texas, the company competes against numerous financial institutions including some of the largest in the United States, and has a market share of approximately 1% in the Dallas-Fort Worth area and less than 1% in both the Houston area and San Antonio area ⁵. The company has a 13% market share in the Albuquerque area ⁶, approximately 3% in the Denver area ⁷, approximately 1% in the Kansas City, Kansas/Missouri area ⁸, and approximately 1% in the Phoenix area ⁹. The company serves Benton and Washington counties in Arkansas with a market share of less than 1% ¹⁰. The company's primary focus is to provide a comprehensive range of nationally competitive financial products and services in a personalized and responsive manner, and its credit culture emphasizes building relationships by making high quality loans and providing a full range of financial products and services to its customers. The company also offers products that leverage its energy financing expertise and enable it to offer commodity derivatives for customers to use in their risk management. Wealth management continues to be a strategic focus.

BOK Financial generates revenue through a diversified base of sources designed to generate returns across a range of economic situations. Products and services include loans and deposits, cash management services, fiduciary services, mortgage banking, and brokerage and trading services to middle-market businesses, financial institutions, and consumers. Commercial banking represents a significant part of the business. The company operates three principal segments: Commercial Banking, Consumer Banking, and Wealth Management. Commercial Banking includes lending, treasury and cash management services, and customer risk management products for small businesses, middle market, and larger commercial customers, and also includes the TransFund electronic funds network. Consumer Banking includes retail lending and deposit services, lending and deposit services to small business customers served through the consumer branch network and all mortgage loan origination and servicing activities. Wealth Management engages in brokerage and trading activities mainly related to providing liquidity to the mortgage markets through trading of U.S. government agency mortgage-backed securities and related derivative contracts, and also provides fiduciary services, private bank services, and investment advisory services in all markets, and underwrites state and municipal securities. Fees and commissions revenue represented 38% of combined net interest income before provision for credit losses and fees and commission revenue ¹¹.

Commercial Banking contributed $584.2 million to consolidated net income before taxes in 2025 ¹², a decrease of $67.0 million compared to the prior year. Net interest income from external sources for Commercial Banking was $948.5 million ¹³, and net interest income from internal sources was a negative $234.9 million ¹⁴, resulting in total net interest income of $713.5 million ¹⁵. Net loans charged off for Commercial Banking were $3.7 million ¹⁶. Other operating revenue for Commercial Banking was $269.2 million ¹⁷, which included a $23.5 million pre-tax gain from the sale of a merchant banking investment ¹⁸. Average loans attributed to Commercial Banking were $20.2 billion ¹⁹, and average deposits were $18.0 billion ²⁰.

Consumer Banking contributed $76.4 million to consolidated net income before taxes in 2025 ²¹, a decrease of $35.8 million compared to the prior year. Net interest income for Consumer Banking was $282.5 million ²², and net loans charged off were $2.9 million ²³. Other operating revenue for Consumer Banking was $131.4 million ²⁴. Average loans attributed to Consumer Banking were $4.4 billion ²⁵, and average deposits were $11.6 billion ²⁶. Wealth Management contributed $152.8 million to consolidated net income before taxes in 2025 ²⁷, a decrease of $4.0 million compared to the prior year. Net interest income for Wealth Management was $331.3 million ²⁸, and net loans charged off were $0.1 million ²⁹. Other operating revenue for Wealth Management was $400.1 million ³⁰. Average loans attributed to Wealth Management were $0.1 billion ³¹, and average deposits were $9.2 billion ³². Fiduciary and asset management revenue, which is largely based on the fair value of assets, increased $26.3 million, or 11%, compared to 2024 ³³, led by growth in trust fees related to increased market valuations and continued growth in client relationships. Total assets under management or administration totaled $126.6 billion at December 31, 2025 ³⁴, increasing $12.0 billion over December 31, 2024 ³⁵, primarily driven by improvements in the equity markets and growth in customer relationships during 2025.

During 2025, the Company repurchased 3,656,259 common shares at an average price of $105.72 per share ³⁶, compared to 1,028,806 common shares at an average price of $86.49 during 2024 ³⁷. The Company paid cash dividends of $2.34 per common share during 2025 ³⁸, and $2.22 per common share in 2024 ³⁹. On July 29, 2025, the Company's Board authorized the Company to repurchase up to five million shares of the Company's common stock ⁴⁰. As of December 31, 2025, the Company had repurchased 2,982,961 shares under this plan ⁴¹. On November 6, 2025, $400 million of 6.108% fixed rate reset subordinated notes were issued ⁴². The Company recognized a $23.5 million pre-tax gain on the sale of a merchant banking investment during 2025 ⁴³, and a $56.9 million pre-tax gain in 2024 in connection with the receipt and disposition of Visa C shares ⁴⁴. The prior year included $13.6 million in charitable contributions to the BOKF Foundation ⁴⁵, largely driven by the $10.0 million donation of converted Visa shares to the foundation ⁴⁶.

Net income for the year ended December 31, 2025, totaled $578.0 million, or $9.17 per diluted share ⁴⁷, compared with net income of $523.6 million, or $8.14 per diluted share, for the year ended December 31, 2024 ⁴⁸. Pre-provision net revenue, a non-GAAP measure, was $742.6 million for 2025 ⁴⁹, compared to $684.7 million in the prior year ⁵⁰. Net interest income totaled $1.3 billion for 2025, a $116.6 million increase over the prior year ⁵¹. Net interest margin was 2.87% for 2025 ⁵², compared to 2.65% for 2024 ⁵³. Fees and commissions revenue was $800.7 million for 2025 ⁵⁴, consistent with the prior year. Other operating expense increased $67.1 million to $1.4 billion ⁵⁵. The provision for credit losses was $2.0 million in 2025 ⁵⁶, compared to an $18.0 million provision in 2024 ⁵⁷. Net charge-offs were $6.7 million, or 0.03% of average loans in 2025 ⁵⁸, compared to $12.9 million, or 0.05% of average loans in 2024 ⁵⁹. The combined allowance for credit losses totaled $327 million or 1.28% of outstanding loans at December 31, 2025 ⁶⁰. The Company's tangible common equity ratio, a non-GAAP measure, was 9.46% at December 31, 2025 ⁶¹, and 9.17% at December 31, 2024 ⁶². The Company's common equity Tier 1 capital ratio was 12.90% at December 31, 2025 ⁶³.

The company's overall strategic objective is to emphasize growth in long-term value by building on its leadership position in Oklahoma through expansion into other high-growth markets in contiguous states. The company operates primarily in the metropolitan areas of Tulsa and Oklahoma City, Oklahoma; Dallas, Fort Worth, Houston, and San Antonio, Texas; Albuquerque, New Mexico; Denver, Colorado; Phoenix, Arizona; and Kansas City, Kansas/Missouri. The company's acquisition strategy targets fairly priced quality organizations with demonstrated solid growth that would supplement its principal lines of business. The company provides additional growth opportunities by hiring talent to enhance competitiveness, adding locations, and broadening product offerings. Wealth management continues to be a strategic focus. The company's base case economic forecast for the fourth quarter of 2025 assumed inflation continues to normalize but remains elevated throughout 2026 and reaches 2.6% by the end of 2026 ⁶⁴. There are two additional federal funds rate cuts over the forecasted horizon, bringing the federal funds rate target range to 3.00% to 3.25% at the end of 2026 ⁶⁵. Real GDP growth is 2.0% for the next four quarters ⁶⁶.

The company's diversified base of revenue sources is designed to generate returns across a range of economic situations. For operating revenues not as directly related to movement in interest rates, management expects growth to come through offering new products and services and by further development of its presence in other markets. However, current and future economic conditions, regulatory constraints, increased competition, and saturation in existing markets could affect the rate of future increases. The company also provides liquidity to the mortgage markets through trading of U.S. government agency issued mortgage-backed securities and related derivative contracts. The company's success depends on its ability to respond to the threats and opportunities of financial technology innovations, and its success depends on its ability to adapt to the pace of the rapidly changing technological environment, which is important to retention and acquisition of customers.The company continues to evaluate and selectively deploy emerging technologies like AI, machine learning, and generative AI for incorporation into its business. The company's cybersecurity team operates under eight distinct programs, each led by a subject matter expert. The company's operating philosophy embraces local decision-making in each of its geographic markets while adhering to common Company standards. At December 31, 2025, the company had 5,034 full-time and part-time employees ⁶⁷, the majority of which are full-time employees. None of the Company's employees are represented by collective bargaining agreements.

The filing does not contain specific R&D spending levels, capital expenditure plans, or share repurchase authorization amounts for the upcoming period beyond the existing authorization. As of December 31, 2025, the Company had repurchased 2,982,961 shares under the plan authorized on July 29, 2025 to repurchase up to five million shares ⁶⁸. Future repurchases of the Company's common stock will vary based on market conditions, regulatory limitations, and other factors. The Company paid cash dividends of $2.34 per common share during 2025 ⁶⁹, and $2.22 per common share in 2024 ⁷⁰.

The company faces substantial competition from a large number of small and large local and national banks, savings and loan associations, credit unions, trust companies, broker-dealers, and underwriters, as well as many financial and non-financial firms that offer similar services. Large national financial institutions have substantial capital, technology, and marketing resources and may have greater access to capital at a lower cost. The company has expanded into markets outside of Oklahoma, where it competes with a large number of financial institutions that have an established customer base and greater market share. With respect to some of its services, the company competes with non-bank companies that are not subject to regulation, which may give non-banks a competitive advantage. The increasingly competitive environment is in part a result of changes in regulation, changes in technology and product delivery systems, and the accelerating pace of consolidation among financial service providers. Developments in fintech and cryptocurrencies have the potential to disrupt the financial industry and change the way banks do business.

The company's business is highly sensitive to the monetary policies implemented by the Federal Reserve Board, including the discount rate on bank borrowings and changes in reserve requirements, which affect the company's ability to make loans and the interest rates it may charge. A significant increase in market interest rates, or the perception that an increase may occur, could adversely affect both the company's ability to originate new loans and its ability to grow. Conversely, a decrease in interest rates could result in acceleration in the payment of loans, including loans underlying the company's holdings of residential mortgage-backed securities and termination of its MSR. Changes in market interest rates, changes in the relationships between short-term and long-term market interest rates, or changes in the relationships between different interest rate indices could affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest-bearing liabilities, which could reduce the Company's net interest income. In a rising interest rate environment, the composition of the deposit portfolio could shift, resulting in a mix that is more sensitive to changes in interest rates. An increase in market interest rates also could adversely affect the ability of the company's floating-rate borrowers to meet their higher payment obligations, which could cause an increase in nonperforming assets and net charge-offs. Adverse regional economic developments could negatively affect the company's business, as loans to businesses and individuals with collateral primarily located in Texas represented approximately 33% of the total loan portfolio at December 31, 2025 ⁷¹, loans in Oklahoma represented approximately 15% ⁷², and loans in Colorado represented approximately 11% ⁷³. Extended oil and gas commodity price downturns could negatively affect the company's customers, as at December 31, 2025, 11% of the total loan portfolio was comprised of loans to borrowers in the energy industry ⁷⁴.

Adverse regional economic developments could negatively affect BOK Financial's business, as loans to businesses and individuals with collateral primarily located in Texas represented approximately 33% of the total loan portfolio at December 31, 2025 ⁷⁵, loans in Oklahoma represented approximately 15% ⁷⁶, and loans in Colorado represented approximately 11% ⁷⁷. Extended oil and gas commodity price downturns could negatively affect the company's customers, as at December 31, 2025, 11% of the total loan portfolio was comprised of loans to borrowers in the energy industry ⁷⁸. The company's loan portfolio includes commercial real estate loans, which may expose a lender to a higher degree of credit risk of non-payment or loss as they are subject to cyclical downturns, are generally more sensitive to interest rates, and usually do not fully amortize over the loan term. The development of remote work or hybrid work models may cause volatility in vacancy rates and rents in certain urban markets. Fluctuations in interest rates could adversely affect the company's business, as a significant increase in market interest rates could adversely affect both the company's ability to originate new loans and its ability to grow, and an increase in market interest rates also could adversely affect the ability of floating-rate borrowers to meet their higher payment obligations. The company's principal shareholder, Mr. George B. Kaiser, owns approximately 63% of the outstanding shares of common stock at December 31, 2025 ⁷⁹, and is able to elect all of the company's directors and effectively control the vote on all matters submitted to a vote of common shareholders.

Management's message emphasizes that the company's overall strategic objective is to emphasize growth in long-term value by building on its leadership position in Oklahoma through expansion into other high-growth markets in contiguous states. The company's operating philosophy embraces local decision-making in each of its geographic markets while adhering to common Company standards. Management highlights that the company's diversified base of revenue sources is designed to generate returns across a range of economic situations. Key themes include the company's focus on commercial banking, which represents a significant part of the business, and wealth management, which continues to be a strategic focus. Management notes that the company's credit culture emphasizes building relationships by making high quality loans and providing a full range of financial products and services to its customers. The company also offers products that leverage its energy financing expertise. Management's forward-looking statements include the base case economic forecast for the fourth quarter of 2025, which assumed inflation continues to normalize but remains elevated throughout 2026 and reaches 2.6% by the end of 2026 ⁸⁰, with two additional federal funds rate cuts over the forecasted horizon bringing the federal funds rate target range to 3.00% to 3.25% at the end of 2026 ⁸¹, and real GDP growth of 2.0% for the next four quarters ⁸².