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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ______________

Commission File No. 001-37811

BOK FINANCIAL CORP

(Exact name of registrant as specified in its charter)


Oklahoma		73-1373454
(State or other jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa,	Oklahoma	74192
(Address of Principal Executive Offices)		(Zip Code)

(918) 588-6000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.00006 per share

BOKF

Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer ¨

Non-accelerated filer ¨ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 64,515,035 shares of common stock ($.00006 par value) as of March 31, 2024.

BOK Financial Corporation

Form 10-Q

Quarter Ended March 31, 2024

Index


Glossary of Defined Terms			1

Part I. Financial Information
Management's Discussion and Analysis (Item 2)			2
Market Risk (Item 3)			39
Controls and Procedures (Item 4)			43
Consolidated Financial Statements – Unaudited (Item 1)			44

Quarterly Financial Summary – Unaudited (Item 2)			89
Quarterly Earnings Trend – Unaudited			92

Part II. Other Information
Item 1. Legal Proceedings			93
Item 1A. Risk Factors			93
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			93
Item 5. Other Information			93
Item 6. Exhibits			94
Signatures			95

- 1 -

GLOSSARY OF DEFINED TERMS

The following items may be used throughout this report, including the consolidated financial statements and related notes.


Term						Definition
AFS						Available For Sale
AOCI						Accumulated Other Comprehensive Income
ASU						Accounting Standards Update
ATM						Automated Teller Machine
Board						Board of Directors of BOK Financial Corporation
BOK Financial						BOK Financial Corporation
BOKF						BOK Financial Corporation
BOKF Insurance						BOK Financial Insurance, Inc.
BOKFI						BOK Financial Insurance, Inc.
CECL						Current Expected Credit Losses
Company						BOK Financial Corporation
EFT						Electronic Funds Transfer
FASB						Financial Accounting Standards Board
FDIC						Federal Deposit Insurance Corporation
GAAP						Generally Accepted Accounting Principles in the United States of America
GDP						Gross Domestic Product
GNMA						Government National Mortgage Association
MSR						Mortgage Servicing Rights
Nasdaq						National Association of Securities Dealers Automated Quotations
NYMEX						New York Mercantile Exchange
PPNR						Pre-Provision Net Revenue
RMHFS						Residential Mortgages Held for Sale
SEC						Securities and Exchange Commission
SOFR						Secured Overnight Financing Rate
SVaR						Stressed Value at Risk
TransFund						BOKF's electronic funds transfer network
USDC						United States District Court
VA						U.S. Department of Veterans Affairs
VaR						Value at Risk
WTI						West Texas Intermediate

- 1 -

Management's Discussion and Analysis of Financial Condition and Results of Operations

Performance Summary

BOK Financial reported net income of $83.7 million or $1.29 per diluted share for the first quarter of 2024 compared to $82.6 million or $1.26 per diluted share for the fourth quarter of 2023. Excluding the loss from repositioning of the available for sale securities portfolio and the additional FDIC special assessment expense, net income would have been $123.2 million or $1.91 per share for the first quarter of 2024, both of which are non-GAAP measures. PPNR, also a non-GAAP measure, decreased $2.6 million to $114.9 million compared to the fourth quarter of 2023.

Highlights of the first quarter of 2024 compared to the fourth quarter of 2023 included:

•Net interest revenue totaled $293.6 million, a decrease of $3.1 million compared to the prior quarter. Net interest margin was 2.61% for the first quarter of 2024 compared to 2.64% for the prior quarter reflecting continued demand deposit migration and deposit repricing. For the first quarter of 2024, our core net interest margin excluding trading activities, a non-GAAP measure, was 2.97% compared to 3.03% in the prior quarter.

•Fees and commissions revenue totaled $200.6 million, an increase of $3.8 million. Higher mortgage banking and fiduciary and asset management revenue was partially offset by lower brokerage and trading and transaction card revenue.

•Other operating expense totaled $340.4 million, a decrease of $43.7 million. Personnel expense was relatively unchanged, while non-personnel expense decreased $43.3 million resulting from the recognition of the FDIC special assessment in the fourth quarter of 2023.

•Other gains and losses, net decreased $36.2 million to $4.3 million. The prior quarter included a $31.0 million pre-tax gain, before related professional fees, on the sale of insurance brokerage and consulting business, BOKFI.

•Losses on available for sale securities were $45.2 million in the first quarter of 2024 as we repositioned the available for sale securities portfolio by selling approximately $783 million of lower-yielding debt securities. We expect the gain on conversion of our Visa B shares under the recently announced exchange offer by Visa, Inc. (the "Exchange Offer") will offset the realized losses on the repositioning. The Exchange Offer opened on April 8, 2024 and is scheduled to expire at end of day on May 3, 2024.

•Period end outstanding loan balances totaled $24.2 billion at March 31, 2024, growing $268 million over December 31, 2023, largely due to growth in commercial loans, partially offset by a reduction in commercial real estate loans. Average loan balances increased $243 million to $23.9 billion.

•The provision for credit losses of $8.0 million in the first quarter of 2024 reflects continued loan growth and a stable economic forecast. Net charge-offs were $5.5 million or 0.09% of average loans on an annualized basis in the first quarter. The resulting combined allowance for credit losses totaled $329 million or 1.36% of outstanding loans at March 31, 2024. The combined allowance for credit losses was $326 million or 1.36% of outstanding loans at December 31, 2023.

•Nonperforming assets not guaranteed by U.S. government agencies were $113 million, a $25 million decrease compared to December 31, 2023. Potential problem loans increased by $40 million while other loans especially mentioned decreased by $28 million compared to December 31, 2023.

•Period end deposits were $35.4 billion at March 31, 2024, a $1.4 billion increase over December 31, 2023. Average deposits increased $1.3 billion, including a $2.1 billion increase in average interest-bearing deposits, partially offset by a $747 million reduction in demand deposit balances. The loan to deposit ratio was 68% at March 31, 2024, compared to 70% at December 31, 2023.

•Assets under management or administration totaled $105.5 billion at March 31, 2024, increasing $794 million compared to December 31, 2023.

- 2 -

•The Company's tangible common equity ratio, a non-GAAP measure, was 8.21% at March 31, 2024 and 8.29% at December 31, 2023. The tangible common equity ratio is primarily based on total shareholders' equity, which includes unrealized gains and losses on available for sale securities. Adjusted for all securities portfolio losses, including the tax adjusted losses in the investment portfolio, the tangible common equity ratio would be 7.92% at March 31, 2024 and 8.02% at December 31, 2023.

•The common equity Tier 1 capital ratio at March 31, 2024 was 11.99%. Other regulatory capital ratios include the Tier 1 capital ratio at 12.00%, total capital ratio at 13.15%, and leverage ratio at 9.42%. At December 31, 2023, the common equity Tier 1 capital ratio was 12.06%, the Tier 1 capital ratio was 12.07%, total capital ratio was 13.16%, and leverage ratio was 9.45%.

•The Company repurchased 616,630 shares of common stock at an average price of $83.89 per share in the first quarter of 2024 and 700,237 shares at an average price of $70.99 in the fourth quarter of 2023. We view share buybacks opportunistically, but within the context of maintaining our strong capital position.

•The Company paid a regular cash dividend of $35.6 million or $0.55 per common share during the first quarter of 2024. On April 30, 2024, the board of directors approved a quarterly cash dividend of $0.55 per common share payable on or about May 30, 2024 to shareholders of record as of May 15, 2024.

Highlights of the three months ended March 31, 2024 compared to the three months ended March 31, 2023 included:

•Tax-equivalent net interest revenue totaled $295.7 million for the three months ended March 31, 2024 and $354.6 million for the three months ended March 31, 2023. Net interest revenue decreased $51.4 million from changes in interest rates and decreased $7.5 million from changes in earning assets. Net interest margin was 2.61% compared to 3.45%. In response to rising inflation, the Federal Reserve increased the federal funds rate 525 basis points since the beginning of 2022. The resulting impact on market interest rates increased net interest margin at first as our earning assets, led by our significant percentage of variable-rate commercial loans, repriced at a higher rate and faster pace than our interest-bearing liabilities. Throughout 2023 and into the first quarter of 2024, we have experienced margin compression reflecting deposit repricing activity and demand deposit migration into interest-bearing accounts. Loan yields increased 73 basis points while funding costs increased 165 basis points. Average earning assets increased $4.1 billion to $44.8 billion driven largely by higher average loan balances and trading securities balances. Total interest-bearing deposits increased $5.3 billion, offset by a decrease of $3.8 billion in demand deposit balances. Other borrowed funds increased $1.8 billion.

•Fees and commissions revenue totaled $200.6 million for the three months ended March 31, 2024, a $14.6 million increase over the three months ended March 31, 2023. Brokerage and trading revenue increased $6.8 million, primarily due to increased trading activity and favorable market opportunities. Fiduciary and asset management revenue increased $4.6 million led by growth in Cavanal Hill fund fees and trust fees. Mortgage banking revenue increased $4.6 million, primarily due to higher production volume. Other revenue decreased $4.0 million, largely due to lower revenue on bank-owned life insurance and a reduction in fees earned on derivative counterparty margin.

•Total operating expense was $340.4 million for the three months ended March 31, 2024, an increase of $34.6 million compared to the three months ended March 31, 2023. Personnel expense increased $20.5 million. Regular compensation increased $8.8 million, largely related to annual merit increases, salary adjustments, and business expansion in 2023. Cash-based incentive compensation grew $8.2 million due to higher sales activity. Share-based compensation expense decreased $2.0 million reflecting changes in assumptions of certain performance-based equity awards. Deferred compensation expense, which is offset by changes in fair value of deferred compensation investments, grew $2.7 million. Employee benefits expense increased $2.7 million related to higher retirement plan costs and employee healthcare costs. Non-personnel expense increased $14.1 million to $137.7 million, largely due to increased FDIC insurance costs, including the recognition of $6.5 million in additional special assessment expense in the first quarter of 2024. Other expense also increased $4.9 million due to higher operational losses.

•The provision for expected credit losses was $8.0 million for the three months ended March 31, 2024, reflecting growth in loan balances and a stable economic forecast. A $16.0 million provision for expected credit losses was recorded for the three months ended March 31, 2023.

- 3 -

Results of Operations

Net Interest Revenue and Net Interest Margin

Net interest revenue is the interest earned on debt securities, loans and other interest-earning assets less interest paid for interest-bearing deposits and other borrowings. The net interest margin is calculated by dividing tax-equivalent net interest revenue by average interest-earning assets. Net interest spread is the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities. Net interest margin is typically greater than net interest spread due to interest income earned on assets funded by non-interest bearing liabilities such as demand deposits and equity.

Tax-equivalent net interest revenue totaled $295.7 million for the first quarter of 2024, compared to $298.8 million for the prior quarter. Compared to the fourth quarter of 2023, net interest revenue decreased $3.4 million from changes in interest rates and increased $308 thousand from changes in earning assets. Table 1 shows the effect on net interest revenue from changes in average balances and interest rates for various types of earning assets and interest-bearing liabilities.

Average earning assets increased $520 million compared to the fourth quarter of 2023. Average loan balances increased $243 million, largely due to growth in commercial loans, partially offset by a reduction in commercial real estate loans. The average balance of available for sale securities, which consists largely of residential and commercial mortgage-backed securities guaranteed by U.S. government agencies, increased $475 million while the average balance of trading securities decreased $77 million.

Total average deposits increased $1.3 billion over the fourth quarter of 2023, including a $2.1 billion increase in interest-bearing deposits, partially offset by a $747 million decrease in demand deposits. Funds purchased and repurchase agreements declined $1.2 billion while other borrowings decreased $276 million.

Net interest margin was 2.61% compared to 2.64% in the fourth quarter of 2023 driven by continued demand deposit migration and deposit repricing. For the first quarter of 2024, our core net interest margin excluding trading activities, a non-GAAP measure, was 2.97% compared to 3.03% in the prior quarter. The tax-equivalent yield on earning assets was 5.73%, an increase of 9 basis points. Loan yields grew 4 basis points to 7.40%. The available for sale securities portfolio yield increased 21 basis points to 3.48%. The yield on trading securities grew 7 basis points to 5.12% and the yield on interest-bearing cash and cash equivalents decreased 34 basis points to 4.96%.

Funding costs were 4.08%, a 10 basis point increase over the prior quarter. The cost of interest-bearing deposits increased 26 basis points to 3.69%. The cost of funds purchased and repurchase agreements decreased 74 basis points to 4.05% while the cost of other borrowings increased 1 basis point to 5.56%. This beneficial mix shift was enabled by the growth of interest-bearing deposits. The benefit to net interest margin from assets funded by non-interest liabilities was 96 basis points, a decrease of 2 basis points.

Our overall objective is to manage the Company's balance sheet for changes in interest rates as is further described in the Market Risk section of this report. Approximately 81% of our commercial and commercial real estate loan portfolios are either variable rate or fixed rate that will reprice within one year. These loans are funded primarily by deposit accounts that are either non-interest bearing, or that reprice more slowly than the loans. The result is a balance sheet that is asset sensitive, which means that assets generally reprice more quickly than the liabilities. One of the strategies that we use to manage toward a relative rate-neutral position is to purchase fixed-rate residential mortgage-backed securities issued primarily by U.S. government agencies and fund them with market rate-sensitive liabilities. The liability-sensitive nature of this strategy provides an offset to the asset-sensitive characteristics of our loan portfolio. We also may use derivative instruments to manage our interest rate risk.

The effectiveness of these strategies is reflected in the overall change in net interest revenue due to changes in interest rates as shown in Table 1 and in the interest rate sensitivity projections as shown in the Market Risk section of this report.

- 4 -

Table 1 – Volume/Rate Analysis

(In thousands)


	Three Months Ended Mar. 31, 2024 / Dec. 31, 2023						Three Months Ended Mar. 31, 2024 / 2023
			Change Due To1						Change Due To1
	Change		Volume		Yield/Rate		Change		Volume		Yield/Rate
Tax-equivalent interest revenue:
Interest-bearing cash and cash equivalents	$	(1,091)	$	(541)	$	(550)	$	499	$	(532)	$	1,031
Trading securities	(713)		(1,648)		935		34,227		27,916		6,311
Investment securities	(204)		(197)		(7)		(1,163)		(1,059)		(104)
Available for sale securities	8,037		1,047		6,990		24,481		5,308		19,173
Fair value option securities	(4)		(5)		1		(3,698)		(3,053)		(645)
Restricted equity securities	188		(154)		342		3,050		2,293		757
Residential mortgage loans held for sale	(113)		(61)		(52)		(56)		(128)		72
Loans	776		1,437		(661)		70,958		27,290		43,668
Total tax-equivalent interest revenue	6,876		(122)		6,998		128,298		58,035		70,263
Interest expense:
Transaction deposits	26,306		14,813		11,493		115,845		25,513		90,332
Savings deposits	72		(8)		80		956		(96)		1,052
Time deposits	5,897		2,881		3,016		30,049		14,653		15,396
Funds purchased and repurchase agreements	(17,251)		(13,605)		(3,646)		(1,786)		(4,542)		2,756
Other borrowings	(5,002)		(4,496)		(506)		41,952		30,035		11,917
Subordinated debentures	(31)		(15)		(16)		243		9		234
Total interest expense	9,991		(430)		10,421		187,259		65,572		121,687
Tax-equivalent net interest revenue	(3,115)		308		(3,423)		(58,961)		(7,537)		(51,424)
Change in tax-equivalent adjustment	(12)						(185)
Net interest revenue	$	(3,103)					$	(58,776)

1 Changes attributable to both volume and yield/rate are allocated to both volume and yield/rate on an equal basis.

- 5 -

Other Operating Revenue

Other operating revenue was $161.7 million for the first quarter of 2024, a decrease of $43.2 million compared to the fourth quarter of 2023. The first quarter of 2024 included $45.2 million of losses from repositioning the available for sale securities portfolio. The prior quarter included a $31.0 million pre-tax gain on the sale of BOKFI and $1.8 million of insurance brokerage revenue recognized prior to the sale. We also recognized a $27.6 million loss on the sale of available for sale securities in the fourth quarter of 2023.

Table 2 – Other Operating Revenue

(Dollars in thousands)


	Three Months Ended				Increase (Decrease)		% Increase (Decrease)		Three Months Ended Mar. 31, 2023		Increase (Decrease)		% Increase (Decrease)
	Mar. 31, 2024		Dec. 31, 2023
Brokerage and trading revenue	$	59,179	$	60,896	$	(1,717)	(3)	%	$	52,396	$	6,783	13	%
Transaction card revenue	25,493		28,847		(3,354)		(12)	%	25,621		(128)		—	%
Fiduciary and asset management revenue	55,305		51,408		3,897		8	%	50,657		4,648		9	%
Deposit service charges and fees	28,685		27,770		915		3	%	25,968		2,717		10	%
Mortgage banking revenue	18,967		12,834		6,133		48	%	14,367		4,600		32	%
Other revenue	12,935		15,035		(2,100)		(14)	%	16,970		(4,035)		(24)	%
Total fees and commissions revenue	200,564		196,790		3,774		2	%	185,979		14,585		8	%
Other gains, net	4,269		40,452		(36,183)		N/A		2,251		2,018		N/A
Gain (loss) on derivatives, net	(8,633)		8,592		(17,225)		N/A		(1,344)		(7,289)		N/A
Gain (loss) on fair value option securities, net	(305)		1,031		(1,336)		N/A		(2,962)		2,657		N/A
Change in fair value of mortgage servicing rights	10,977		(14,356)		25,333		N/A		(6,059)		17,036		N/A
Loss on available for sale securities, net	(45,171)		(27,626)		(17,545)		N/A		—		(45,171)		N/A



Total other operating revenue	$	161,701	$	204,883	$	(43,182)	(21)	%	$	177,865	$	(16,164)	(9)	%

Certain percentage increases (decreases) in non-fees and commissions revenue are not meaningful for comparison purposes based on the nature of the item.

Fees and commissions revenue

Diversified sources of fees and commissions revenue are a significant part of our business strategy and represented 41% of combined net interest revenue before provision for credit losses and fees and commissions revenue for the first quarter of 2024. We believe that a variety of fee revenue sources provides diversification to changes resulting from market or economic conditions such as interest rates, values in the equity markets, commodity prices and consumer spending, all of which can be volatile. Many of the economic factors, such as decreasing interest rates, that we expect will result in a decline in net interest revenue or fiduciary and asset management revenue may also increase mortgage banking production volumes and related trading. The velocity of changes in market conditions and interest rates may result in timing differences between when offsetting impacts and benefits are realized. Generally, for operating revenues not as directly related to movement in interest rates, we expect growth to come through offering new products and services and by further development of our presence in other markets. However, current and future economic conditions, regulatory constraints, increased competition and saturation in our existing markets could affect the rate of future increases.

Brokerage and Trading Revenue

Brokerage and trading revenue, which includes revenues from trading, customer hedging, retail brokerage, insurance brokerage and investment banking, decreased $1.7 million or 3% compared to the fourth quarter of 2023.

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Trading revenue includes net realized and unrealized gains and losses primarily related to residential mortgage-backed securities guaranteed by U.S. government agencies and related derivative instruments that enable our mortgage banking customers to manage their production risk. Trading revenue also includes net realized and unrealized gains and losses on municipal securities and other financial instruments that we sell to institutional customers, along with changes in the fair value of financial instruments we hold as economic hedges against market risk of our trading securities. Trading revenue was $37.5 million, a $1.9 million increase over the prior quarter, primarily related to increased trading activity largely in U.S. government agency residential mortgage-backed securities.

Customer hedging revenue is based primarily on realized and unrealized changes in the fair value of derivative contracts held for customer risk management programs. As more fully discussed under Customer Risk Management Programs in Note 3 of the Consolidated Financial Statements, we offer commodity, interest rate, foreign exchange and equity derivatives to our customers. Customer hedging revenue totaled $6.3 million, a decrease of $1.3 million, driven by less energy customer activity. Customer hedging revenue includes credit valuation adjustments of the fair value of derivatives to reflect the risk of counterparty default.

Investment banking, which includes fees earned upon completion of underwriting, financial advisory services and loan syndication fees, totaled $10.7 million for the first quarter of 2024 and was relatively consistent with the prior quarter.

Transaction Card Revenue

Transaction card revenue includes revenues from processing transactions on behalf of members of our TransFund electronic fund transfer network, merchant services fees paid by customers for account management and electronic processing of card transactions and interchange fees from our corporate card program. Transaction card revenue totaled $25.5 million for the first quarter of 2024, a $3.4 million decrease, primarily due to seasonally elevated fourth quarter activity and one less day in the quarter.

Fiduciary and Asset Management Revenue

Fiduciary and asset management revenue is earned through managing or holding of assets for customers and executing transactions or providing related services. Fiduciary and asset management revenue is largely based on the fair value of assets. Rates applied to asset values vary based on the nature of the relationship. Fiduciary relationships and managed asset relationships generally have higher fee rates than non-fiduciary and/or managed relationships. Fiduciary and asset management revenue was $55.3 million for the first quarter of 2024, a $3.9 million increase over the fourth quarter of 2023, largely related to movement in the equity markets.

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A distribution of assets under management or administration and related fiduciary and asset management revenue follows:

Table 3 – Assets Under Management or Administration

(Dollars in thousands)


	Three Months Ended
	March 31, 2024						December 31, 2023						March 31, 2023
	Balance1		Revenue2		Margin3		Balance1		Revenue2		Margin3		Balance1		Revenue2		Margin3
Managed fiduciary assets:
Personal	$	11,288,591	$	27,938	0.99	%	$	10,951,951	$	26,238	0.96	%	$	10,609,920	$	24,839	0.94	%
Institutional	19,680,708		11,770		0.24	%	19,310,826		8,138		0.17	%	18,683,598		9,223		0.20	%
Total managed fiduciary assets	30,969,299		39,708		0.51	%	30,262,777		34,376		0.45	%	29,293,518		34,062		0.47	%

Non-managed assets:
Fiduciary	29,395,993		12,951		0.18	%	29,535,915		14,386		0.19	%	28,164,407		13,785		0.20	%
Non-fiduciary	19,384,953		2,646		0.05	%	19,670,248		2,646		0.05	%	19,830,593		2,810		0.06	%
Safekeeping and brokerage assets under administration	25,780,658		—		—	%	25,268,059		—		—	%	25,021,601		—		—	%
Total non-managed assets	74,561,604		15,597		0.08	%	74,474,222		17,032		0.09	%	73,016,601		16,595		0.09	%

Total assets under management or administration	$	105,530,903	$	55,305	0.21	%	$	104,736,999	$	51,408	0.20	%	$	102,310,119	$	50,657	0.20	%

1 Assets under management or administration balance excludes certain assets under custody held by a sub-custodian where minimal revenue is recognized. $20 billion, $19 billion, and $18 billion of such assets are excluded from assets under management or administration at March 31, 2024, December 31, 2023, and March 31, 2023, respectively.

2 Fiduciary and asset management revenue includes asset-based and other fees associated with the assets.

3 Annualized revenue divided by period end balance.

A summary of changes in assets under management or administration for the three months ended March 31, 2024 and 2023 follows:

Table 4 – Changes in Assets Under Management or Administration

(In thousands)


	Three Months Ended March 31,
	2024		2023
Beginning balance	$	104,736,999	$	99,735,040
Net outflows	(1,963,707)		(516,918)

Net change in fair value	2,757,611		3,091,997
Ending balance	$	105,530,903	$	102,310,119

Assets under management as of March 31, 2024 consist of 42% fixed income, 34% equities, 15% cash, and 9% alternative investments.

Deposit Service Charges

Deposit service charges and fees increased $915 thousand or 3% over the fourth quarter of 2023, primarily due to growth in commercial service charges of $1.2 million, partially offset by a decrease in check card fees due to seasonality.

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Mortgage Banking Revenue

Mortgage banking revenue increased $6.1 million to $19.0 million. Mortgage production volume increased $48 million to $172 million. Production revenue as a percentage of production volume, which includes unrealized gains and losses on our mortgage commitment pipeline and related hedges, increased 408 basis points to 2.05%. Margins have also increased as the repooling of COVID-19 forbearance loans we previously repurchased continues to migrate to a lower level than experienced in recent quarters.

Table 5 – Mortgage Banking Revenue

(Dollars in thousands)


	Three Months Ended						Increase (Decrease)			% Increase (Decrease)		Three Months Ended Mar. 31, 2023			Increase (Decrease)			% Increase (Decrease)
	Mar. 31, 2024			Dec. 31, 2023
Mortgage production revenue	$	3,525		$	(2,535)		$	6,060		239	%	$	(633)		$	4,158		(657)	%

Mortgage loans funded for sale	$	139,176		$	139,255							$	138,624
Add: Current period end outstanding commitments	67,951			34,783								71,693
Less: Prior period end outstanding commitments	34,783			49,284								45,492
Total mortgage production volume	$	172,344		$	124,754		$	47,590		38	%	$	164,825		$	7,519		5	%

Mortgage loan refinances to mortgage loans funded for sale	10		%	10		%	—		bps			9		%	100		bps
Realized margin on funded mortgage loans	1.46		%	(0.98)		%	244		bps			(1.25)		%	271		bps
Production revenue as a percentage of production volume	2.05		%	(2.03)		%	408		bps			(0.38)		%	243		bps
Primary mortgage interest rates:
Average	6.73		%	7.21		%	(48)		bps			6.33		%	40		bps
Period end	6.79		%	6.42		%	37		bps			6.24		%	55		bps

Mortgage servicing revenue	$	15,442		$	15,369		$	73		—	%	$	15,000		$	442		3	%
Average outstanding principal balance of mortgage loans serviced for others	21,088,898			20,471,030			617,868			3	%	21,121,319			(32,421)			—	%

Average mortgage servicing revenue rates	0.29		%	0.30		%	(1)		bp			0.29		%	—		bp

Primary rates disclosed in Table 5 above represent rates generally available to borrowers on 30 year conforming mortgage loans.

Other revenue decreased $2.1 million or 14% compared to the fourth quarter of 2023, largely due to a reduction in fees earned on derivative counterparty margin.

Net gains on other assets, securities and derivatives

Other gains, net, were $4.3 million for the first quarter of 2024 compared to $40.5 million in the fourth quarter of 2023. The prior quarter included a $31.0 million pre-tax gain, before related professional fees, on the sale of BOKFI.

Losses on available for sale securities were $45.2 million in the first quarter of 2024 as we repositioned the available for sale securities portfolio by selling approximately $783 million of lower-yielding debt securities. We expect the gain on conversion of our Visa B shares under the Exchange Offer will offset the realized losses on the repositioning. The Exchange Offer opened on April 8, 2024 and is scheduled to expire at end of day on May 3, 2024. Losses on available for sale securities were $27.6 million in the fourth quarter of 2023 related to repositioning of the securities portfolio, offsetting the gain from the sale of BOKFI.

- 9 -

As discussed in the Market Risk section following, the fair value of our MSRs changes in response to changes in primary mortgage loan rates and other assumptions. We attempt to mitigate the earnings volatility caused by changes in the fair value of MSRs by designating certain financial instruments as an economic hedge. Changes in the fair value of these instruments are generally expected to partially offset changes in the fair value of MSRs.

Table 6 – Gain (Loss) on Mortgage Servicing Rights

(In thousands)


	Three Months Ended
	Mar. 31, 2024		Dec. 31, 2023		Mar. 31, 2023
Gain (loss) on mortgage hedge derivative contracts, net	$	(9,357)	$	8,275	$	(1,711)
Gain (loss) on fair value option securities, net	(305)		1,031		(2,962)
Gain (loss) on economic hedge of mortgage servicing rights, net	(9,662)		9,306		(4,673)
Gain (loss) on change in fair value of mortgage servicing rights	10,977		(14,356)		(6,059)
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges included in other operating revenue	1,315		(5,050)		(10,732)
Net interest revenue (expense) on fair value option securities1	(155)		(101)		187
Total economic cost of changes in the fair value of mortgage servicing rights, net of economic hedges	$	1,160	$	(5,151)	$	(10,545)

1 Actual interest earned on fair value option securities less internal transfer-priced cost of funds.

Other Operating Expense

Other operating expense for the first quarter of 2024 totaled $340.4 million, a decrease of $43.7 million compared to the fourth quarter of 2023. Excluding the impact of the FDIC special assessment, other operating expense decreased $6.4 million. In the fourth quarter of 2023 we recognized $43.8 million of expense related to the FDIC special assessment. During the first quarter of 2024, we received notification from the FDIC that the previous assessed losses attributable to the protection of Silicon Valley Bank and Signature Bank uninsured depositors had increased, so an additional $6.5 million of estimated expense related to the special assessment was recognized.

Our efficiency ratio1 was 67.13% for the first quarter of 2024, compared to 71.62% in the prior quarter.

1 See Explanation and Reconciliation of Non-GAAP Measures in "Non-GAAP Measures" section following.

- 10 -

Table 7 – Other Operating Expense

(Dollars in thousands)


	Three Months Ended				Increase (Decrease)		% Increase (Decrease)		Three Months Ended Mar. 31, 2023		Increase (Decrease)		% Increase (Decrease)
	Mar. 31, 2024		Dec. 31, 2023
Regular compensation	$	113,913	$	114,435	$	(522)	—	%	$	105,118	$	8,795	8	%
Incentive compensation:
Cash-based	49,956		55,163		(5,207)		(9)	%	41,735		8,221		20	%
Share-based	3,305		2,046		1,259		62	%	5,257		(1,952)		37	%
Deferred compensation	4,450		5,363		(913)		N/A		1,710		2,740		N/A
Total incentive compensation	57,711		62,572		(4,861)		(8)	%	48,702		9,009		19	%
Employee benefits	31,029		26,015		5,014		19	%	28,325		2,704		10	%
Total personnel expense	202,653		203,022		(369)		—	%	182,145		20,508		11	%
Business promotion	7,978		8,629		(651)		(8)	%	8,569		(591)		(7)	%
Charitable contributions to BOKF Foundation	—		1,542		(1,542)		N/A		—		—		N/A
Professional fees and services	12,010		16,288		(4,278)		(26)	%	13,048		(1,038)		(8)	%
Net occupancy and equipment	30,293		30,355		(62)		—	%	28,459		1,834		6	%
FDIC and other insurance	8,740		8,495		245		3	%	7,315		1,425		19	%
FDIC special assessment	6,454		43,773		(37,319)		(85)	%	—		6,454		N/A
Data processing and communications	45,564		45,584		(20)		—	%	44,802		762		2	%
Printing, postage and supplies	3,997		3,844		153		4	%	3,893		104		3	%
Amortization of intangible assets	3,003		3,543		(540)		(15)	%	3,391		(388)		(11)	%
Mortgage banking costs	6,355		8,085		(1,730)		(21)	%	5,782		573		10	%
Other expense	13,337		10,923		2,414		22	%	8,408		4,929		59	%
Total other operating expense	$	340,384	$	384,083	$	(43,699)	(11)	%	$	305,812	$	34,572	11	%

Average number of employees (full-time equivalent)	4,936		4,938		(2)		—	%	4,796		140		3	%

Certain percentage increases (decreases) are not meaningful for comparison purposes.

Personnel expense

Personnel expense was largely unchanged compared to the fourth quarter of 2023. Cash-based incentive compensation decreased $5.2 million, driven by seasonally elevated incentive compensation in the fourth quarter. Share-based compensation was up $1.3 million reflecting changes in assumptions of certain performance-based equity awards. Regular compensation and deferred compensation, which is offset by changes in the fair value of deferred compensation investments, both remained relatively unchanged compared to the prior quarter. Employee benefits expense increased $5.0 million, primarily due to seasonally higher payroll taxes.

Non-personnel operating expense

Excluding the FDIC special assessment, non-personnel expense was $131.3 million, a decrease of $6.0 million. Professional fees and services expense decreased $4.3 million. The previous quarter included $2.2 million in expenses related to the sale of BOKFI. Mortgage banking costs decreased $1.7 million, primarily due to accruals related to default servicing and loss mitigation costs on loans serviced for others. We also made a $1.5 million contribution to the BOKF Foundation in the fourth quarter, which did not reoccur in the first quarter. Other expense increased $2.4 million, primarily due to increased operational losses.

- 11 -

Income Taxes

The effective tax rate was 21.70% for the first quarter of 2024, 25.97% for the fourth quarter of 2023 and 22.03% for the first quarter of 2023. The fourth quarter of 2023 included an acceleration of $3.1 million of tax expense as a result of exiting three low income housing tax credit investments. When compared to the first quarter of 2023, the effective tax rate also decreased due to lower forecasted and actual pre-tax income.

Lines of Business

We operate three principal lines of business: 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. Commercial Banking also includes the TransFund EFT network. Consumer Banking includes retail lending and deposit services, lending and deposit services to small business customers served through our consumer branch network and all mortgage banking activities. Wealth Management provides fiduciary services, private banking services, insurance and investment advisory services in all markets. Wealth Management also underwrites state and municipal securities and engages in brokerage and trading activities.

In addition to our lines of business, we have a Funds Management unit. The primary purpose of this unit is to manage our overall liquidity needs and interest rate risk. Each line of business borrows funds from and provides funds to the Funds Management unit as needed to support their operations. Operating results for Funds Management and other include the effect of interest rate risk positions and risk management activities, securities gains and losses including impairment charges, the provision for credit losses in excess of net loans charged off, tax planning strategies and certain executive compensation costs that are not attributed to the lines of business. The Funds Management unit also initially recognizes accruals for loss contingencies when losses become probable. Actual losses are recognized by the lines of business if the accruals are settled.

We allocate resources and evaluate the performance of our lines of business using the net direct contribution, which includes the allocation of funds and capital costs. Credit costs are attributed to the lines of business based on net loans charged off or recovered. The difference between credit costs attributed to the lines of business and the consolidated provision for credit losses is attributed to Funds Management. In addition, we measure the performance of our business lines after allocations of certain indirect expenses and taxes based on statutory rates.

Net interest income in our lines of business reflects our internal funds transfer pricing methodology. The funds transfer pricing methodology is the process by which the Company allocates interest income and expense to the lines of business and transfers the primary interest rate risk and liquidity risk to the Funds Management unit. The funds transfer pricing methodology considers the interest rate and liquidity risk characteristics of assets and liabilities. Periodically, the methodology and assumptions utilized in transfer pricing are adjusted to reflect economic conditions and other factors, which may impact the allocation of net interest income to the lines of business.

Economic capital is assigned to the business units by a capital allocation model that reflects management's assessment of risk. This model assigns capital based upon credit, operating, interest rate and other market risk inherent in our business lines and recognizes the diversification benefits among the units. The level of assigned economic capital is a combination of the risk taken by each business line based on its actual exposures and calibrated to its own loss history where possible. Average invested capital includes economic capital and amounts we have invested in the lines of business.

- 12 -

As shown in Table 8, net income attributable to our lines of business decreased $46.2 million or 9% compared to the fourth quarter of 2023. Net interest revenue decreased $36.5 million largely as a result of deposit repricing activity. Operating revenue decreased $37.4 million as the prior quarter included a pre-tax gain of $31.0 million, before related professional fees, on the sale of BOKFI. Operating expense decreased $10.2 million compared to the fourth quarter of 2023 with a $7.9 million decrease in personnel expense and a $2.2 million decrease in non-personnel expense.

Table 8 – Net Income by Line of Business

(Dollars in thousands)


	Three Months Ended				Increase (Decrease)		% Increase (Decrease)		Three Months Ended Mar. 31, 2023		Increase (Decrease)		% Increase (Decrease)
	Mar. 31, 2024		Dec. 31, 2023
Commercial Banking	$	153,250	$	171,084	$	(17,834)	(10)	%	$	190,231	$	(36,981)	(19)	%
Consumer Banking	53,804		53,695		109		—	%	50,683		3,121		6	%
Wealth Management	34,165		62,690		(28,525)		(46)	%	52,447		(18,282)		(35)	%
Subtotal	241,219		287,469		(46,250)		(16)	%	293,361		(52,142)		(18)	%
Funds Management and other	(157,516)		(204,894)		47,378		N/A		(130,993)		(26,523)		N/A
Total	$	83,703	$	82,575	$	1,128	1	%	$	162,368	$	(78,665)	(48)	%

Certain percentage increases (decreases) in non-fees and commissions revenue are not meaningful for comparison purposes based on the nature of the item.

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Commercial Banking

Commercial Banking contributed $153.3 million to consolidated net income in the first quarter of 2024, a decrease of $17.8 million or 10% compared to the fourth quarter of 2023.

Table 9 – Commercial Banking

(Dollars in thousands)


	Three Months Ended				Increase (Decrease)		% Increase (Decrease)		Three Months Ended Mar. 31, 2023		Increase (Decrease)		% Increase (Decrease)
	Mar. 31, 2024		Dec. 31, 2023
Net interest revenue from external sources	$	282,447	$	292,499	$	(10,052)	(3)	%	$	287,988	$	(5,541)	(2)	%
Net interest expense from internal sources	(37,326)		(24,620)		(12,706)		(52)	%	(3,932)		(33,394)		(849)	%
Total net interest revenue	245,121		267,879		(22,758)		(8)	%	284,056		(38,935)		(14)	%
Net loans charged off	4,160		2,987		1,173		39	%	76		4,084		5,374	%
Net interest revenue after net loans charged off	240,961		264,892		(23,931)		(9)	%	283,980		(43,019)		(15)	%

Fees and commissions revenue	50,630		60,937		(10,307)		(17)	%	55,835		(5,205)		(9)	%
Other gains (losses), net	(624)		462		(1,086)		(235)	%	1,010		(1,634)		(162)	%
Other operating revenue	50,006		61,399		(11,393)		(19)	%	56,845		(6,839)		(12)	%

Personnel expense	45,319		53,066		(7,747)		(15)	%	42,747		2,572		6	%
Non-personnel expense	24,776		28,833		(4,057)		(14)	%	30,387		(5,611)		(18)	%
Other operating expense	70,095		81,899		(11,804)		(14)	%	73,134		(3,039)		(4)	%

Net direct contribution	220,872		244,392		(23,520)		(10)	%	267,691		(46,819)		(17)	%
Gain (loss) on financial instruments, net	167		216		(49)		N/A		(58)		225		N/A
Gain (loss) on repossessed assets, net	—		(601)		601		N/A		859		(859)		N/A
Corporate expense allocations	18,397		18,040		357		2	%	17,718		679		4	%
Income before taxes	202,642		225,967		(23,325)		(10)	%	250,774		(48,132)		(19)	%
Federal and state income tax	49,392		54,883		(5,491)		(10)	%	60,543		(11,151)		(18)	%
Net income	$	153,250	$	171,084	$	(17,834)	(10)	%	$	190,231	$	(36,981)	(19)	%

Average assets	$	29,806,817	$	29,346,459	$	460,358	2	%	$	28,162,934	$	1,643,883	6	%
Average loans	20,067,170		19,928,602		138,568		1	%	18,750,426		1,316,744		7	%
Average deposits	15,730,241		15,493,326		236,915		2	%	15,861,285		(131,044)		(1)	%
Average invested capital	2,176,950		2,187,780		(10,830)		—	%	2,133,459		43,491		2	%

Certain percentage increases (decreases) in non-fees and commissions revenue are not meaningful for comparison purposes based on the nature of the item.

Net interest revenue decreased $22.8 million or 8% compared to the fourth quarter of 2023, primarily due to a shift in deposit balances from demand to interest-bearing accounts along with decreased spreads from a change in market conditions. Net loans charged-off were $4.2 million in the first quarter of 2024 compared to $3.0 million in the fourth quarter of 2023.

Fees and commissions revenue decreased $10.3 million or 17%. Customer hedging revenue decreased $2.8 million due to a reduction in customer energy hedging, and transaction card revenue decreased $3.4 million following elevated fourth quarter transaction activity. Other revenue decreased $3.7 million, largely due to a reduction in fees earned on derivative counterparty margin. Operating expense decreased $11.8 million or 14% compared to the fourth quarter of 2023. Personnel expense decreased $7.7 million or 15%, largely driven by lower incentive compensation costs. Non-personnel expense decreased $4.1 million or 14% due to a decline in other expense and professional fees.

- 14 -

Average outstanding balance of loans attributed to Commercial Banking increased $139 million or 1% over the fourth quarter of 2023 to $20.1 billion. See the Loans section of Management's Discussion and Analysis of Financial Condition following for additional discussion of changes in commercial and commercial real estate loans, which are primarily attributed to the Commercial Banking segment.

Average deposits attributed to Commercial Banking increased $237 million or 2% over the fourth quarter of 2023 to $15.7 billion. See Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital for further discussion of changes.

Consumer Banking

Consumer Banking provides retail banking services through four primary distribution channels: traditional branches, the 24-hour ExpressBank call center, internet banking and mobile banking. Consumer Banking also conducts mortgage banking activities through offices located outside of our Consumer Banking markets.

Consumer Banking contributed $53.8 million to consolidated net income for the first quarter of 2024, consistent with the prior quarter.

- 15 -

Table 10 – Consumer Banking

(Dollars in thousands)


	Three Months Ended				Increase (Decrease)		% Increase (Decrease)		Three Months Ended Mar. 31, 2023		Increase (Decrease)		% Increase (Decrease)
	Mar. 31, 2024		Dec. 31, 2023
Net interest revenue from external sources	$	7,350	$	9,625	$	(2,275)	(24)	%	$	21,146	$	(13,796)	(65)	%
Net interest revenue from internal sources	94,799		104,771		(9,972)		(10)	%	88,235		6,564		7	%
Total net interest revenue	102,149		114,396		(12,247)		(11)	%	109,381		(7,232)		(7)	%
Net loans charged off	1,808		1,443		365		25	%	1,184		624		53	%
Net interest revenue after net loans charged off	100,341		112,953		(12,612)		(11)	%	108,197		(7,856)		(7)	%

Fees and commissions revenue	36,207		30,075		6,132		20	%	30,581		5,626		18	%
Other gains, net	—		—		—		N/A		29		(29)		(100)	%
Other operating revenue	36,207		30,075		6,132		20	%	30,610		5,597		18	%

Personnel expense	25,236		23,051		2,185		9	%	21,362		3,874		18	%
Non-personnel expense	28,211		32,028		(3,817)		(12)	%	28,836		(625)		(2)	%
Total other operating expense	53,447		55,079		(1,632)		(3)	%	50,198		3,249		6	%

Net direct contribution	83,101		87,949		(4,848)		(6)	%	88,609		(5,508)		(6)	%
Gain (loss) on financial instruments, net	(9,663)		9,307		(18,970)		N/A		(4,673)		(4,990)		N/A
Change in fair value of mortgage servicing rights	10,977		(14,356)		25,333		N/A		(6,059)		17,036		N/A
Gain on repossessed assets, net	107		11		96		873	%	14		93		664	%
Corporate expense allocations	14,172		12,705		1,467		12	%	11,622		2,550		22	%
Income before taxes	70,350		70,206		144		—	%	66,269		4,081		6	%
Federal and state income tax	16,546		16,511		35		—	%	15,586		960		6	%
Net income	$	53,804	$	53,695	$	109	—	%	$	50,683	$	3,121	6	%

Average assets	$	9,391,981	$	9,342,840	$	49,141	1	%	$	9,934,511	$	(542,530)	(5)	%
Average loans	1,913,586		1,877,303		36,283		2	%	1,747,237		166,349		10	%
Average deposits	7,901,167		7,890,032		11,135		—	%	8,248,541		(347,374)		(4)	%
Average invested capital	295,202		291,705		3,497		1	%	261,485		33,717		13	%

Certain percentage increases (decreases) in non-fees and commissions revenue are not meaningful for comparison purposes based on the nature of the item.

Net interest revenue from Consumer Banking activities decreased by $12.2 million or 11%, largely due to increased customer demand for time deposits and a reduction in deposit spreads from a change in market conditions.

Operating revenue increased $6.1 million or 20% driven by growth in mortgage banking revenue. Mortgage production volume increased $48 million to $172 million. Operating expense decreased $1.6 million or 3%, which was largely offset by an increase in corporate expense allocations.

The net benefit of the changes in the fair value of mortgage servicing rights and related economic hedges was $1.2 million compared to a net cost of $5.2 million for the fourth quarter of 2023.

Average loans increased $36 million or 2% to $1.9 billion over the previous quarter. Average deposits attributed to the Consumer Banking segment were mostly unchanged from the previous quarter. See Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital for further discussion of the changes.

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Wealth Management

Wealth Management contributed $34.2 million to consolidated net income in the first quarter of 2024, a decrease of $28.5 million or 46% compared to the fourth quarter of 2023. The prior quarter included a pre-tax gain of $31.0 million, before related professional fees, on the sale of BOKFI.

Table 11 – Wealth Management

(Dollars in thousands)


	Three Months Ended				Increase (Decrease)		% Increase (Decrease)		Three Months Ended Mar. 31, 2023		Increase (Decrease)		% Increase (Decrease)
	Mar. 31, 2024		Dec. 31, 2023
Net interest revenue from external sources	$	6,999	$	6,221	$	778	13	%	$	20,940	$	(13,941)	(67)	%
Net interest revenue from internal sources	33,110		35,422		(2,312)		(7)	%	33,166		(56)		—	%
Total net interest revenue	40,109		41,643		(1,534)		(4)	%	54,106		(13,997)		(26)	%
Net loans charged off (recovered)	(15)		10		(25)		(250)	%	(24)		9		38	%
Net interest revenue after net loans charged off (recovered)	40,124		41,633		(1,509)		(4)	%	54,130		(14,006)		(26)	%

Fees and commissions revenue	118,704		119,872		(1,168)		(1)	%	108,911		9,793		9	%
Other gains, net	—		31,007		(31,007)		(100)	%	—		—		N/A
Other operating revenue	118,704		150,879		(32,175)		(21)	%	108,911		9,793		9	%

Personnel expense	63,777		66,151		(2,374)		(4)	%	59,524		4,253		7	%
Non-personnel expense	35,758		30,124		5,634		19	%	22,515		13,243		59	%
Other operating expense	99,535		96,275		3,260		3	%	82,039		17,496		21	%

Net direct contribution	59,293		96,237		(36,944)		(38)	%	81,002		(21,709)		(27)	%


Corporate expense allocations	14,558		14,198		360		3	%	12,360		2,198		18	%
Income before taxes	44,735		82,039		(37,304)		(45)	%	68,642		(23,907)		(35)	%
Federal and state income tax	10,570		19,349		(8,779)		(45)	%	16,195		(5,625)		(35)	%
Net income	$	34,165	$	62,690	$	(28,525)	(46)	%	$	52,447	$	(18,282)	(35)	%

Average assets	$	15,759,328	$	14,879,450	$	879,878	6	%	$	11,663,096	$	4,096,232	35	%
Average loans	2,198,803		2,154,416		44,387		2	%	2,201,622		(2,819)		—	%
Average deposits	9,237,965		8,085,643		1,152,322		14	%	7,432,413		1,805,552		24	%
Average invested capital	323,172		333,179		(10,007)		(3)	%	290,369		32,803		11	%

Certain percentage increases (decreases) in non-fees and commissions revenue are not meaningful for comparison purposes based on the nature of the item.

Combined net interest revenue and fee revenue decreased $2.7 million or 2% compared to the fourth quarter of 2023, largely due to declining spreads on deposits. Total revenue from institutional trading activities increased $1.4 million, primarily in U.S. government residential mortgage-backed securities trading activity. Other revenue decreased $8.2 million due to a reduction in customer hedging margin fees. Operating expense increased $3.3 million or 3% compared to the prior quarter. Personnel expense decreased $2.4 million as the prior quarter included transaction related employee costs on the sale of BOKFI. Non-personnel expense increased $5.6 million, primarily due to an increased level of operational losses, partially offset by a $2.7 million decrease in professional fees. Corporate expense allocations were consistent with the previous quarter.

Average outstanding loans attributed to the Wealth Management segment increased $44 million or 2% to $2.2 billion. Average Wealth Management deposits increased $1.2 billion or 14% to $9.2 billion. See Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital for further discussion of the changes.

- 17 -

Financial Condition

Securities

We maintain a securities portfolio to enhance profitability, manage interest rate risk, provide liquidity and comply with regulatory requirements. Securities are classified as trading, held for investment, or available for sale. See Note 2 to the Consolidated Financial Statements for the composition of the securities portfolio as of March 31, 2024 and December 31, 2023.

We hold an inventory of trading securities in support of sales to a variety of customers, including banks, corporations, insurance companies, money managers and others. Trading securities increased $248 million to $5.4 billion during the first quarter of 2024. As discussed in the Market Risk section of this report, trading activities involve risk of loss from adverse price movement. We mitigate this risk within board-approved limits through the use of derivative contracts, short-sales and other techniques.

At March 31, 2024, the carrying value of investment (held-to-maturity) securities was $2.2 billion, including a $299 thousand allowance for expected credit losses, compared to $2.2 billion at December 31, 2023 with a $336 thousand allowance for expected credit losses. The fair value of investment securities was $2.0 billion at March 31, 2024, a $73 million decrease compared to the prior quarter. Investment securities consist primarily of residential mortgage-backed securities issued by U.S. government agencies, intermediate and long-term, fixed-rate Oklahoma and Texas municipal bonds, and taxable Texas school construction bonds.

Available for sale securities, which may be sold prior to maturity, are carried at fair value. Unrealized gains or losses, net of deferred taxes, are recorded as accumulated other comprehensive income in shareholders' equity. The amortized cost of available for sale securities totaled $13.3 billion at March 31, 2024, a $393 million increase compared to December 31, 2023. At March 31, 2024, the available for sale securities portfolio consisted primarily of U.S. government agency residential mortgage-backed securities and U.S. government agency commercial mortgage-backed securities. Both residential and commercial mortgage-backed securities have credit risk from delinquency or default of the underlying loans. We mitigate this risk by primarily investing in securities issued by U.S. government agencies. Principal and interest payments on the underlying loans are fully guaranteed. Commercial mortgage-backed securities have prepayment penalties similar to commercial loans.

A primary risk of holding residential mortgage-backed securities comes from extension during periods of rising interest rates or contraction in the form of more rapid prepayments during periods of falling interest rates. We evaluate this risk through extensive modeling of risk both before making an investment and throughout the life of the security. Our best estimate of the duration of the combined residential mortgage-backed securities portfolio held in investment and available for sale securities was 3.4 years as of March 31, 2024, consistent with the measure as of December 31, 2023. Management estimates the duration extends to 4.0 years assuming an immediate 200 basis point upward shock. The estimated duration contracts to 2.4 years assuming a 200 basis point decline in the current rate environment. The duration of the total investment portfolio is 3.2 years, extends to 3.6 years in an upward shock of 200 basis points, and contracts to 2.6 years in a down 200 basis point shock scenario. Management also regularly monitors the impact of interest rate risk on the available for sale securities portfolio on our tangible equity ratio under various shock scenarios.

At March 31, 2024, we hold 252,233 non-transferable Class B-1 (formerly Class B) shares of Visa, Inc. in connection with a restructuring and public offering by Visa U.S.A. As a member of Visa U.S.A., we received the Class B shares based on our interest in Visa U.S.A. On January 23, 2024, Visa, Inc. stockholders approved the Exchange Offer which provides holders of Class B-1 shares an option to convert up to 50% of its Class B-1 shares to Visa Class C shares and subsequently to freely transferable Visa Class A common shares subject to certain restrictions and holding period requirements. The Exchange Offer opened on April 8, 2024 and is scheduled to expire at the end of the day on May 3, 2024. The Company tendered its Class B-1 Visa shares under the Exchange Offer and expects to monetize up to 50% of the Class B-1 shares. The per share closing price of a Visa Class A common share was $279.08 at March 31, 2024. In light of uncertainties associated with certain ongoing litigation matters involving Visa and the timing and outcome of the aforementioned proposal, the ultimate impact of this gain contingency is unknown.

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Bank-Owned Life Insurance

We have approximately $410 million of bank-owned life insurance at March 31, 2024. This investment is expected to provide a long-term source of earnings to support existing employee benefit programs. Approximately $316 million is held in separate accounts and $95 million represents the cash surrender value of policies held in general accounts and other amounts due from various insurance companies. Our separate account holdings are invested in diversified portfolios of investment-grade fixed income securities and cash equivalents, including U.S. Treasury and agency securities, residential mortgage-backed securities, corporate debt, asset-backed and commercial mortgage-backed securities. The portfolios are managed by unaffiliated professional managers within parameters established in the portfolio's investment guidelines. The cash surrender value of certain life insurance policies is further supported by a stable value wrap, which protects against changes in the fair value of the investments. As of March 31, 2024, the fair value of investments held in separate accounts covered by the stable value wrap was approximately $287 million. Since the underlying fair value of the investments held in separate accounts at March 31, 2024 was below the net book value of the investments, $27 million of cash surrender value was supported by the stable value wrap. The remaining $2 million of fair value held in separate accounts is not supported by the stable value wrap. The stable value wrap is provided by an investment grade financial institution.

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Loans

The aggregate loan portfolio before allowance for loan losses totaled $24.2 billion at March 31, 2024, growing $268 million over December 31, 2023, largely due to growth in commercial loans, partially offset by a reduction in commercial real estate loans.

Table 12 – Loans

(In thousands)


	Mar. 31, 2024		Dec. 31, 2023		Sep. 30, 2023		June 30, 2023		Mar. 31, 2023
Commercial:
Healthcare	$	4,245,939	$	4,143,233	$	4,083,134	$	3,991,387	$	3,899,341
Services	3,529,421		3,576,223		3,566,361		3,585,169		3,563,702
Energy	3,443,719		3,437,101		3,490,602		3,508,752		3,398,057
General business	3,913,788		3,647,212		3,579,742		3,449,208		3,356,249
Total commercial	15,132,867		14,803,769		14,719,839		14,534,516		14,217,349

Commercial real estate:
Multifamily	1,960,839		1,872,760		1,734,688		1,502,971		1,363,881
Industrial	1,343,970		1,475,165		1,432,629		1,349,709		1,309,435
Office	901,105		909,442		981,876		1,005,660		1,045,700
Retail	543,735		592,632		608,073		617,886		618,264
Residential construction and land development	83,906		95,052		100,465		106,370		102,828
Other commercial real estate	403,122		392,596		383,569		388,205		375,208
Total commercial real estate	5,236,677		5,337,647		5,241,300		4,970,801		4,815,316



Loans to individuals:
Residential mortgage	2,192,584		2,160,640		2,090,992		1,993,690		1,926,027
Residential mortgage guaranteed by U.S. government agencies	139,456		149,807		161,092		186,170		224,753
Personal	1,470,976		1,453,105		1,510,795		1,552,482		1,566,608
Total loans to individuals	3,803,016		3,763,552		3,762,879		3,732,342		3,717,388

Total	$	24,172,560	$	23,904,968	$	23,724,018	$	23,237,659	$	22,750,053

Commercial

Commercial loans represent loans for working capital, facilities acquisition or expansion, purchases of equipment and other needs of commercial customers primarily located within our geographical footprint. These loans are underwritten individually and represent ongoing relationships based on a thorough knowledge of the customer, the customer's industry and market. While commercial loans are generally secured by the customer's assets including real property, inventory, accounts receivable, operating equipment, interests in mineral rights and other property and may also include personal guarantees of the owners and related parties, the primary source of repayment of the loans is the ongoing cash flow from operations of the customer's business. In addition, revolving lines of credit are generally governed by a borrowing base. Inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with commercial lending policies.

Commercial loans totaled $15.1 billion or 63% of the loan portfolio at March 31, 2024, a $329 million increase over December 31, 2023, primarily due to growth in general business and healthcare loans.

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Approximately 70% of loans in this segment are located within our geographic footprint based on collateral location. Loans for which the collateral location is less relevant, such as unsecured loans and reserve-based energy loans, are categorized by the borrower's primary operating location. The largest concentration of loans in this segment outside of our footprint is California, totaling 5% of the segment.

Supporting the energy industry with loans to producers and other energy-related entities has been a hallmark of the Company since its founding and represents a large portion of our commercial loan portfolio. In addition, energy production and related industries have a significant impact on the economy in our primary markets. Loans collateralized by oil and gas properties are subject to a semi-annual engineering review by our internal staff of petroleum engineers. This review is used as the basis for developing the expected cash flows supporting the loan amount. The projected cash flows are discounted according to risk characteristics of the underlying oil and gas properties. Loans are evaluated to demonstrate with reasonable certainty that crude oil, natural gas and natural gas liquids can be recovered from known oil and gas reservoirs under existing economic and operating conditions at current pricing levels and with existing conventional equipment and operating methods and costs. As part of our evaluation of credit quality, we analyze rigorous stress tests over a range of commodity prices and take proactive steps to mitigate risk when appropriate.

Outstanding energy loan balances were largely unchanged compared to the prior quarter at $3.4 billion or 14% of total loans at March 31, 2024. Approximately $2.6 billion of energy loans were to oil and gas producers, a $32 million decrease compared to December 31, 2023. The majority of this portfolio is first lien, senior secured, reserve-based lending, which we believe is the lowest risk form of energy lending. Approximately 70% of committed production loans are secured by properties primarily producing oil, and 30% of the committed production loans are secured by properties primarily producing natural gas.

Loans to midstream oil and gas companies totaled $604 million at March 31, 2024, a $54 million increase compared to December 31, 2023. Loans to borrowers that provide services to the energy industry totaled $178 million at March 31, 2024, largely unchanged compared to the prior quarter. Loans to other energy borrowers, including those engaged in wholesale or retail energy sales, totaled $35 million, a $12 million decrease compared to December 31, 2023.

Unfunded energy loan commitments were $4.3 billion at March 31, 2024, a $147 million decrease compared to December 31, 2023.

The healthcare sector of the loan portfolio totaled $4.2 billion or 18% of total loans. Healthcare loans increased $103 million over December 31, 2023, primarily due to growth in loans to senior housing facilities. Healthcare sector loans consist primarily of loans for the development and operation of senior housing and care facilities including independent living, assisted living and skilled nursing. Generally we loan to borrowers with a portfolio of multiple facilities that serves to help diversify risks specific to a single facility.

The services sector of the loan portfolio totaled $3.5 billion or 15% of total loans, a $47 million decrease compared to the prior quarter. Service sector loans consist of a large number of loans to a variety of businesses including Native American tribal and state and local municipal government entities, Native American tribal casino operations, foundations and not-for-profit organizations, educational services and specialty trade contractors. Approximately $1.5 billion of the services category is made up of loans with individual balances of less than $10 million. Services sector loans are generally secured by the assets of the borrower with repayment coming from the cash flows of ongoing operations of the customer's business.

General business loans totaled $3.9 billion or 16% of total loans, an increase of $267 million compared to the prior quarter. General business loans consist of $2.4 billion of wholesale/retail loans and $1.5 billion of loans from other commercial industries.

We participate in shared national credits when appropriate to obtain or maintain business relationships with local customers. Shared national credits are defined by banking regulators as credits of $100 million or more and with three or more non-affiliated banks as participants. At March 31, 2024, the outstanding principal balance of these loans totaled $5.8 billion, including $2.4 billion of energy loans. Substantially all of these loans are to borrowers with local market relationships. We serve as the agent lender in approximately 21% of our shared national credits, based on dollars committed. We hold shared national credits to the same standard of analysis and perform the same level of review as internally originated credits. Our lending policies generally avoid loans in which we do not have the opportunity to maintain or achieve other business relationships with the customer. In addition to management's quarterly assessment of credit risk, banking regulators annually review a sample of shared national credits for proper risk grading.

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Commercial Real Estate

Commercial real estate represents loans for the construction of buildings or other improvements to real estate and property held by borrowers for investment purposes generally within our geographical footprint. We require collateral values in excess of the loan amounts, demonstrated cash flows in excess of expected debt service requirements, equity investment in the project and a portion of the project already sold, leased or permanent financing already secured. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. As with commercial loans, inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with applicable lending policies.

Outstanding commercial real estate loan balances totaled $5.2 billion or 22% of total loans at March 31, 2024, a decrease of $101 million compared to December 31, 2023. Loans secured by industrial facilities decreased by $131 million to $1.3 billion and loans secured by retail properties decreased by $49 million to $544 million at March 31, 2024. The decline in these portfolios was partially offset by an $88 million increase in loans secured by multifamily properties.

Approximately 66% of loans in this segment are in our geographic footprint based on collateral location. The largest concentration of loans in this segment outside our footprint is Utah, totaling 9% of the segment. All other states represent less than 5% individually.

Unfunded commercial real estate loan commitments were $1.7 billion at March 31, 2024, a decrease of $147 million compared to December 31, 2023. We take a disciplined approach to managing our concentration of commercial real estate loan commitments as a percentage of capital.

Loans to Individuals

Loans to individuals include residential mortgage and personal loans. Residential mortgage loans provide funds for our customers to purchase or refinance their primary residence or to borrow against the equity in their home. These loans are secured by a first or second mortgage on the customer's primary residence. Personal loans consist primarily of loans to Wealth Management clients secured by the cash surrender value of insurance policies and marketable securities. Personal loans also include direct loans secured by and for the purchase of automobiles, recreational and marine equipment as well as unsecured loans. These loans are made in accordance with underwriting policies we believe to be conservative and are fully documented. Loans may be individually underwritten or credit scored based on size and other criteria. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability.

In general, we sell the majority of our conforming fixed-rate mortgage loan originations in the secondary market and retain the majority of our non-conforming and adjustable-rate mortgage loans. Our mortgage loan portfolio does not include payment option adjustable-rate mortgage loans or adjustable-rate mortgage loans with initial rates that are below market. Home equity loans are primarily first-lien and fully amortizing.

Residential mortgage loans guaranteed by U.S. government agencies have limited credit exposure because of the agency guarantee. This amount includes residential mortgage loans previously sold into GNMA mortgage pools that the Company may repurchase when certain defined delinquency criteria are met. Because of this repurchase right, the Company is deemed to have regained effective control over these loans and must include them on the Consolidated Balance Sheet.

Loans to individuals totaled $3.8 billion or 16% of the loan portfolio, an increase of $39 million compared to December 31, 2023. Approximately 91% of the loans in this segment are secured by collateral located within our geographical footprint. Loans for which the collateral location is less relevant, such as unsecured loans, are categorized by the borrower's primary location.

The Company secondarily evaluates loan portfolio performance based on the primary geographical market managing the loan. Loans attributed to a geographical market may not represent the location of the borrower or the collateral. All permanent mortgage loans serviced by our mortgage banking unit and held for investment by the Company are centrally managed by the Oklahoma market.

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Table 13 – Loans Managed by Primary Geographical Market

(In thousands)


	Mar. 31, 2024		Dec. 31, 2023		Sep. 30, 2023		June 30, 2023		Mar. 31, 2023
Texas:
Commercial	$	7,515,070	$	7,384,107	$	7,249,963	$	7,223,820	$	7,103,166
Commercial real estate	1,935,728		1,987,037		1,873,477		1,748,796		1,675,831

Loans to individuals	964,464		914,134		961,299		974,911		992,343
Total Texas	10,415,262		10,285,278		10,084,739		9,947,527		9,771,340

Oklahoma:
Commercial	3,478,146		3,275,907		3,384,627		3,251,547		3,178,934
Commercial real estate	605,419		606,515		601,087		573,559		574,708

Loans to individuals	2,176,268		2,147,782		2,100,974		2,079,311		2,049,472
Total Oklahoma	6,259,833		6,030,204		6,086,688		5,904,417		5,803,114

Colorado:
Commercial	2,244,416		2,273,179		2,219,460		2,179,473		2,148,066
Commercial real estate	766,100		769,329		710,552		683,973		646,537

Loans to individuals	221,291		228,257		227,569		223,200		231,368
Total Colorado	3,231,807		3,270,765		3,157,581		3,086,646		3,025,971

Arizona:
Commercial	1,149,394		1,143,682		1,173,491		1,177,778		1,115,973
Commercial real estate	1,007,972		1,003,331		1,014,151		926,750		881,465

Loans to individuals	218,664		248,873		260,282		242,102		240,556
Total Arizona	2,376,030		2,395,886		2,447,924		2,346,630		2,237,994

Kansas/Missouri:
Commercial	320,609		331,179		307,725		309,148		318,782
Commercial real estate	497,036		511,947		547,708		516,299		489,951

Loans to individuals	141,767		144,958		132,137		138,960		129,580
Total Kansas/Missouri	959,412		988,084		987,570		964,407		938,313

New Mexico:
Commercial	317,651		291,736		297,714		287,443		280,945
Commercial real estate	352,559		389,106		405,989		425,472		449,715

Loans to individuals	67,814		67,485		69,418		64,803		65,770
Total New Mexico	738,024		748,327		773,121		777,718		796,430

Arkansas:
Commercial	107,581		103,979		86,859		105,307		71,483
Commercial real estate	71,863		70,382		88,336		95,952		97,109

Loans to individuals	12,748		12,063		11,200		9,055		8,299
Total Arkansas	192,192		186,424		186,395		210,314		176,891

Total BOK Financial loans	$	24,172,560	$	23,904,968	$	23,724,018	$	23,237,659	$	22,750,053

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Off-Balance Sheet Commitments

We enter into certain off-balance sheet arrangements in the normal course of business as shown in Table 14. Loan commitments may be unconditional obligations to provide financing or conditional obligations that depend on the borrower's financial condition, collateral value or other factors. Standby letters of credit are unconditional commitments to guarantee the performance of our customer to a third party. Since some of these commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

We have off-balance sheet commitments related to certain residential mortgage loans sold into mortgage-backed securities as part of our mortgage banking activities. We retain off-balance sheet credit risk related to losses in excess of amounts guaranteed by the VA.

We also have off-balance sheet credit risk related to certain residential mortgage loans primarily originated under community development loan programs that were sold to a U.S. government agency with full recourse prior to 2007. We are obligated to repurchase these loans for the life of these loans in the event of foreclosure for the unpaid principal and interest at the time of foreclosure. The majority of our conforming fixed-rate loan originations are sold in the secondary market, and we only retain repurchase obligations under standard underwriting representations and warranties.

Table 14 – Off-Balance Sheet Credit Commitments

(In thousands)


	Mar. 31, 2024		Dec. 31, 2023		Sep. 30, 2023		June 30, 2023		Mar. 31, 2023
Loan commitments	$	14,433,786	$	14,793,025	$	14,404,610	$	14,979,253	$	15,119,984
Standby letters of credit	733,903		710,543		759,563		721,908		790,316
Unpaid principal balance of residential mortgage loans sold with recourse	37,891		39,333		40,369		42,041		43,510
Unpaid principal balance of residential mortgage loans transferred into mortgage-backed securities guaranteed by U.S. Dept. of Veterans Affairs	950,115		959,256		970,469		988,212		996,139

Customer Hedging Programs

We offer programs that permit our customers to hedge various risks, including fluctuations in energy, cattle and other agricultural product prices, interest rates and foreign exchange rates. Each of these programs work essentially the same way. Derivative contracts are executed between the customers and the Company. Offsetting contracts are executed between the Company and selected counterparties to minimize market risk due to changes in commodity prices, interest rates or foreign exchange rates. The counterparty contracts are identical to the customer contracts except for a fixed pricing spread or a fee paid to us as compensation for administrative costs, credit risk and profit.

The customer hedging programs create credit risk for potential amounts due to the Company from our customers and from the counterparties. Customer credit risk is monitored through existing credit policies and procedures. The effects of changes in commodity prices, interest rates or foreign exchange rates are evaluated across a range of possible scenarios to determine the maximum exposure we are willing to have individually to any customer. Customers may also be required to provide cash margin or other collateral in conjunction with our credit agreements to further limit our credit risk.

Counterparty credit risk is evaluated through existing policies and procedures. This evaluation considers the total relationship between BOK Financial and each of the counterparties. Individual limits are established by management, approved by Credit Administration and reviewed by the Asset/Liability Committee. Margin collateral is required if the exposure between the Company and any counterparty exceeds established limits. Based on declines in the counterparties' credit ratings, these limits may be reduced and additional margin collateral may be required.

A deterioration of the credit standing of one or more of the customers or counterparties to these contracts may result in BOK Financial recognizing a loss as the fair value of the affected contracts may no longer move in tandem with the offsetting contracts. This occurs if the credit standing of the customer or counterparty deteriorates such that either the fair value of underlying collateral no longer supports the contract or the customer or the counterparty's ability to provide margin collateral becomes impaired. Credit losses on customer derivatives reduce brokerage and trading revenue in the Consolidated Statements of Earnings.

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Derivative contracts are carried at fair value. At March 31, 2024, the net fair value of derivative contracts, before consideration of cash margin, reported as assets under these programs totaled $463 million compared to $593 million at December 31, 2023. At March 31, 2024, the net fair value of our derivative contracts included $293 million for energy contracts, $114 million for interest rate swaps and $56 million for foreign exchange contracts. The aggregate net fair value of derivative contracts, before consideration of cash margin, held under these programs reported as liabilities totaled $460 million at March 31, 2024 and $587 million at December 31, 2023.

At March 31, 2024, total derivative assets were reduced by $230 million of cash collateral received from counterparties and total derivative liabilities were reduced by $29 million of cash collateral paid to counterparties related to instruments executed with the same counterparty under a master netting agreement. Derivative contracts executed with customers may be secured by non-cash collateral in conjunction with a credit agreement with that customer, such as proven producing oil and gas properties. Access to this collateral in an event of default is reasonably assured.

A table showing the notional and fair value of derivative assets and liabilities on both a gross and net basis is presented in Note 3 to the Consolidated Financial Statements.

The fair value of derivative contracts reported as assets under these programs, net of cash margin held by the Company, by category of debtor at March 31, 2024 follows in Table 15.

Table 15 – Fair Value of Derivative Contracts

(In thousands)


Customers	$	143,971
Banks and other financial institutions	34,791
Exchanges and clearing organizations	54,953
Fair value of customer risk management program asset derivative contracts, net	$	233,715

At March 31, 2024, our largest derivative exposure was to an exchange for $61 million of net derivative positions, net of cash margin.

Our customer hedging program also introduces liquidity and capital risk. We are required to provide cash margin to certain counterparties when the net negative fair value of the contracts exceeds established limits which may incur additional funding costs. Also, changes in commodity prices affect risk-weighted assets and total assets which in turn impacts regulatory capital ratios. These risks are modeled as part of the management of these programs. Based on current prices, a decrease in market prices to an equivalent of $65.64 per barrel of oil would decrease the fair value of derivative assets by $104 million, with lending customers comprising the bulk of the assets. An increase in prices to an equivalent of $100.70 per barrel of oil would increase the fair value of derivative assets by $635 million as asset values rise faster than margin paid. Liquidity requirements of this program may also be affected by our credit rating. At March 31, 2024, a decrease in our credit rating to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $10 million.

The fair value of our to-be-announced residential mortgage-backed securities and interest rate swap derivative contracts is affected by changes in interest rates. Based on our assessment as of March 31, 2024, changes in interest rates would not materially impact regulatory capital or liquidity needed to support this portion of our customer derivative program.

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Summary of Credit Loss Experience

Table 16 – Summary of Credit Loss Experience

(Dollars in thousands)


	Three Months Ended
	Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023			June 30, 2023			Mar. 31, 2023
Allowance for loan losses:
Beginning balance	$	277,123		$	272,114		262,714			249,460			235,704
Loans charged off	(7,060)			(5,007)			(10,593)			(8,049)			(3,667)
Recoveries of loans previously charged off	1,600			911			4,062			1,346			2,898
Net loans charged off	(5,460)			(4,096)			(6,531)			(6,703)			(769)
Provision for credit losses	9,960			9,105			15,931			19,957			14,525
Ending balance	$	281,623		$	277,123		$	272,114		$	262,714		$	249,460

Accrual for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance	$	48,977		$	52,604		59,940			62,943			60,919
Provision for credit losses	(1,658)			(3,627)			(7,336)			(3,003)			2,024
Ending balance	$	47,319		$	48,977		$	52,604		$	59,940		$	62,943

Accrual for off-balance sheet credit risk associated with mortgage banking activities:
Beginning balance	$	3,492		$	2,962		4,443			4,381			4,904
Loans charged off	(3)			—			(7)			(16)			(35)
Provision for credit losses	(265)			530			(1,474)			78			(488)
Ending balance	$	3,224		$	3,492		$	2,962		$	4,443		$	4,381

Allowance for credit losses related to held-to-maturity (investment) securities:
Beginning balance	$	336		$	344		$	465		$	497		$	558
Provision for credit losses	(37)			(8)			(121)			(32)			(61)
Ending balance	$	299		$	336		$	344		$	465		$	497

Total provision for credit losses	$	8,000		$	6,000		$	7,000		$	17,000		$	16,000


Average loans by portfolio segment :
Commercial	$	14,992,639		$	14,680,001		$	14,527,676		$	14,316,474		$	14,046,237
Commercial real estate	5,188,152			5,293,021			5,172,876			4,896,230			4,757,362

Loans to individuals	3,767,776			3,732,086			3,713,756			3,676,350			3,672,648
Net charge-offs (annualized) to average loans	0.09		%	0.07		%	0.11		%	0.12		%	0.01		%
Net charge-offs (annualized) to average loans by portfolio segment:
Commercial	0.09		%	0.08		%	0.18		%	0.06		%	(0.06)		%
Commercial real estate	0.10		%	—		%	(0.07)		%	0.32		%	0.17		%

Loans to individuals	0.10		%	0.11		%	0.10		%	0.08		%	0.07		%
Recoveries to gross charge-offs	22.66		%	18.19		%	38.35		%	16.72		%	79.03		%
Provision for loan losses (annualized) to average loans	0.17		%	0.15		%	0.27		%	0.35		%	0.26		%
Allowance for loan losses to loans outstanding at period end	1.17		%	1.16		%	1.15		%	1.13		%	1.10		%
Accrual for unfunded loan commitments to loan commitments	0.33		%	0.33		%	0.37		%	0.40		%	0.42		%
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period end	1.36		%	1.36		%	1.37		%	1.39		%	1.37		%

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Allowance for Loan Losses and Accrual for Off-Balance Sheet Credit Risk from Unfunded Loan Commitments

Expected credit losses on assets carried at amortized cost are recognized over their expected lives based on models that measure the probability of default and loss given default over a 12-month reasonable and supportable forecast period. Models incorporate base case, downside and upside macroeconomic variables such as real GDP growth, civilian unemployment rate, commercial real estate vacancy rates and WTI oil prices on a probability weighted basis. See Note 4 to the Consolidated Financial Statements for additional discussion of methodology of allowance for loan losses.

Non-pass grade loans, including loans especially mentioned, accruing substandard and nonaccruing loans, decreased $14 million compared to December 31, 2023. Non-pass grade general business loans decreased $23 million, partially offset by a $12 million increase in non-pass grade commercial real estate loans. A summary of outstanding loan balances by risk grade is included in Note 4 to the Consolidated Financial Statements.

The provision for credit losses of $8.0 million in the first quarter of 2024 reflects continued loan growth and a stable economic forecast. The allowance for loan losses totaled $282 million or 1.17% of outstanding loans at March 31, 2024. Excluding residential mortgage loans guaranteed by U.S. government agencies, the allowance for loan losses was 255% of nonaccruing loans. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $329 million or 1.36% of outstanding loans and 298% of nonaccruing loans at March 31, 2024.

The probability weighting of all scenarios in our reasonable and supportable forecast remained unchanged compared to the prior quarter. The sensitivity to management's economic scenario weighting may be quantified by comparing the results of weighting each economic scenario at 100%. For example, compared to a 100% base case scenario, a 100% downside case would result in an additional $210 million in quantitative reserve, while a 100% upside case would result in $6.9 million less quantitative reserve at March 31, 2024. Such sensitivity calculations do not necessarily reflect the nature and extent of future changes in the related allowance.

The Company recorded a $6.0 million provision for credit losses in the fourth quarter of 2023. The allowance for loan losses was $277 million or 1.16% of outstanding loans at December 31, 2023. Excluding residential mortgage loans guaranteed by U.S. government agencies, the allowance for loan losses was 204% of nonaccruing loans. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $326 million or 1.36% of outstanding loans and 240% of nonaccruing loans.

- 27 -

A summary of macroeconomic variables considered in developing our estimate of expected credit losses at March 31, 2024 follows:


	Base	Downside	Upside
Scenario probability weighting	50%	35%	15%

Economic outlook	Geopolitical conflicts remain isolated. Beginning in the third quarter of 2024, there is one rate cut per quarter, bringing the federal funds target range of 4.50% to 4.75% by the end of the first quarter of 2025. Core inflation continues to improve from the previous peaks and reaches 2.5% by the first quarter of 2025. Job openings revert to more normalized levels and overall hiring levels decline, causing the national unemployment rate to modestly increase over the next four quarters. Inflation pressures ease and help stabilize real household income. A restrictive credit environment slows economic activity and results in below-trend GDP growth.	Geopolitical conflicts remain isolated. The Federal Reserve is forced to adopt an accommodative monetary policy compared to the base case scenario and cut the federal funds rate significantly to encourage economic activity and job creation. In total, there are ten rate cuts over the next four quarters bringing the target range to 2.75% to 3.00% by the first quarter of 2025. Tight monetary conditions result in declines in consumer spending while a restrictive credit environment decreases private sector investment. This pushes the United States into a recession, with a contraction in economic activity and a sharp increase in the unemployment rate.	Geopolitical conflicts remain isolated. There are four federal funds rate cuts in 2024 and one rate cut in the first quarter of 2025, bringing the target range to 4.00% to 4.25%. Core inflation continues to improve from the previous peaks and reaches 2.2% by the first quarter of 2025. Labor force participants continue to re-enter the job market to help fill the elevated level of job openings. The increase in employment helps maintain household income above its pre-pandemic trend. This supports consumer spending and produces GDP growth consistent with pre-pandemic levels.

Macro-economic factors	–GDP is forecasted to grow by 1.6% over the next 12 months. –Civilian unemployment rate of 3.9% in the second quarter of 2024 increases to 4.2% by the first quarter of 2025. –WTI oil prices are projected to generally follow the NYMEX forward curve that existed at the end of March 2024 and are expected to average $75.40 per barrel over the next 12 months.	–GDP is forecasted to contract 1.8% over the next twelve months. –Civilian unemployment rate of 4.6% in the second quarter of 2024 increases to 6.2% in the first quarter of 2025. –WTI oil prices are projected to average $53.30 over the next 12 months, with a peak of $61.94 in the second quarter of 2024 and falling 22% over the following three quarters.	–GDP is forecasted to grow by 2.1% over the next 12 months. –Civilian unemployment rate of 3.8% in the second quarter of 2024 increases to 4.0% by the first quarter of 2025. –WTI oil prices are projected to average $74.75 per barrel over the next 12 months.

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Net Loans Charged Off

Net loans charged off totaled $5.5 million or 0.09% of average loans in the first quarter. Net charge-offs were primarily composed of a $3.2 million general business loan and a $1.3 million office loan. Net charge-offs of loans to individuals include deposit account overdraft losses.

Accrual for Off-Balance Sheet Credit Risk Associated with Mortgage Banking Activities

The accrual for off-balance sheet credit risk associated with mortgage banking activities includes consideration of credit risk related to certain residential mortgage loans sold into mortgage-backed securities in excess of amounts guaranteed by the VA and mortgage loans originated under community development loan programs that were sold to a U.S. government agency with full recourse.

We use publicly available long-term national data to estimate total loss given default for our off-balance sheet credit risk related to losses in excess of amounts guaranteed by the VA. This result is combined with probability of default output from our mortgage servicing rights model to estimate total expected loss. Then, we estimate the VA's guarantee percentage to determine our portion of the credit risk. Qualitative adjustment may be used, if necessary.

Allowance for Credit Losses Related to Held-to-Maturity (Investment) Securities

The expected credit losses principles apply to all financial assets measured at cost, including our held-to-maturity (investment) debt securities portfolio. Our investment portfolio includes municipal and other tax-exempt securities and other debt securities. Expected credit losses for these assets are based on the probability of default and loss given default assumptions that align with similarly graded loans. Qualitative adjustment may be used, if necessary.

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Nonperforming Assets

As more fully described in Note 4 to the Consolidated Financial Statements, loans are generally classified as nonaccruing when it becomes probable that we will not collect the full contractual principal and interest. Real estate and other repossessed assets are assets acquired in partial or total forgiveness of loans. The assets are carried at the lower of cost as determined by fair value at the date of foreclosure or current fair value, less estimated selling costs. A summary of nonperforming assets follows in Table 17:

Table 17 – Nonperforming Assets

(Dollars in thousands)


	Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023			June 30, 2023			Mar. 31, 2023
Nonaccruing loans:
Commercial:
Healthcare	$	49,307		$	81,529		$	41,836		$	36,753		$	37,247
Energy	14,991			17,843			19,559			20,037			127
Services	3,319			3,616			2,820			4,541			8,097
General business	7,003			7,143			6,483			11,946			8,961
Total commercial	74,620			110,131			70,698			73,277			54,432

Commercial real estate	22,087			7,320			7,418			17,395			21,668

Loans to individuals:
Residential mortgage	13,449			18,056			30,954			29,973			29,693
Residential mortgage guaranteed by U.S. government agencies	9,217			9,709			10,436			11,473			14,302
Personal	142			253			79			133			200
Total loans to individuals	22,808			28,018			41,469			41,579			44,195
Total nonaccruing loans	119,515			145,469			119,585			132,251			120,295

Real estate and other repossessed assets	2,860			2,875			3,753			4,227			12,651
Total nonperforming assets	$	122,375		$	148,344		$	123,338		$	136,478		$	132,946
Total nonperforming assets excluding those guaranteed by U.S. government agencies	$	113,158		$	138,635		$	112,902		$	125,005		$	118,644

Allowance for loan losses to nonaccruing loans1	255.33		%	204.13		%	249.31		%	217.52		%	235.36		%
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to nonaccruing loans1	298.23		%	240.20		%	297.50		%	267.15		%	294.74		%
Nonperforming assets to outstanding loans and repossessed assets	0.51		%	0.62		%	0.52		%	0.59		%	0.58		%
Nonperforming assets to outstanding loans and repossessed assets1	0.47		%	0.58		%	0.48		%	0.54		%	0.53		%
Nonaccruing loans to outstanding loans	0.49		%	0.61		%	0.50		%	0.57		%	0.53		%
Nonaccruing commercial loans to outstanding commercial loans	0.49		%	0.74		%	0.48		%	0.50		%	0.38		%
Nonaccruing commercial real estate loans to outstanding commercial real estate loans	0.42		%	0.14		%	0.14		%	0.35		%	0.45		%
Nonaccruing loans to individuals to outstanding loans to individuals1	0.37		%	0.51		%	0.86		%	0.85		%	0.86		%

1 Excludes residential mortgages guaranteed by U.S. government agencies.

Nonaccruing loans decreased $26 million compared to December 31, 2023. New nonaccruing loans identified in the first quarter totaled $24 million, offset by $34 million of loans that returned to accruing status, $8.6 million in payments received and $7.1 million of charge-offs. Nonaccruing healthcare loans decreased $32 million, partially offset by a $15 million increase in nonaccruing commercial real estate loans driven primarily by a single office loan. The Company generally retains nonperforming assets to maximize potential recovery, which may cause future nonperforming assets to decrease more slowly.

A rollforward of nonperforming assets for the three months ended March 31, 2024 follows in Table 18.

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Table 18 – Rollforward of Nonperforming Assets

(In thousands)


	Three Months Ended
	March 31, 2024
	Nonaccruing Loans								Real Estate and Other Repossessed Assets		Total Nonperforming Assets
	Commercial		Commercial Real Estate		Loan to Individuals		Total
Balance, December 31, 2023	$	110,131	$	7,320	$	28,018	$	145,469	$	2,875	$	148,344

Additions	4,942		16,042		3,251		24,235		—		24,235

Payments	(6,116)		(25)		(2,433)		(8,574)		—		(8,574)
Charge-offs	(4,240)		(1,250)		(1,570)		(7,060)		—		(7,060)
Net gains (losses) and write-downs	—		—		—		—		109		109
Foreclosure of nonperforming loans	—		—		(77)		(77)		77		—
Foreclosure of loans guaranteed by U.S. government agencies	—		—		(558)		(558)		—		(558)
Proceeds from sales	—		—		—		—		(201)		(201)

Net transfers to nonaccruing loans	—		—		(5)		(5)		—		(5)
Return to accrual status	(30,097)		—		(3,818)		(33,915)		—		(33,915)

Balance, March 31, 2024	$	74,620	$	22,087	$	22,808	$	119,515	$	2,860	$	122,375

We foreclose on loans guaranteed by U.S. government agencies in accordance with agency guidelines. Generally, these loans are not eligible for modification programs or have failed to comply with modified loan terms. Principal is guaranteed by agencies of the U.S. government, subject to limitations, and credit risk is limited. At foreclosure, these amounts are transferred to claims receivable accounts. These properties will be conveyed to the agencies once applicable criteria have been met.

Real Estate and Other Repossessed Assets

Real estate and other repossessed assets totaled $2.9 million at March 31, 2024, largely unchanged compared to December 31, 2023. Real estate and other repossessed assets were composed primarily of $2.1 million of land for commercial real estate development.

Liquidity and Capital

Our funding sources, which primarily include deposits and borrowings from the Federal Home Loan Banks and other banks, provide adequate liquidity to meet our operating needs. Based on the average balances for the first quarter of 2024, approximately 70% of our funding was provided by deposit accounts, 16% from borrowed funds, 10% from equity and less than 1% from long-term subordinated debt.

Subsidiary Bank

Deposits and borrowed funds are the primary sources of liquidity for BOKF, NA, the wholly owned subsidiary bank of BOK Financial. We compete for retail and commercial deposits by offering a broad range of products and services and focusing on customer convenience. Retail deposit growth is supported through personal and small business checking, online bill paying services, mobile banking services, an extensive network of branch locations and ATMs and our ExpressBank call center. Commercial deposit growth is supported by offering treasury management and lockbox services. We also acquire brokered deposits when the cost of funds is advantageous to other funding sources.

Average deposits for the first quarter of 2024 totaled $35.0 billion, a $1.3 billion increase compared to the fourth quarter of 2023. Demand deposits decreased $747 million while interest-bearing transaction account balances increased $1.8 billion. Time deposit balances increased $285 million.

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Table 19 – Average Deposits by Line of Business

(In thousands)


	Three Months Ended
	Mar. 31, 2024		Dec. 31, 2023		Sep. 30, 2023		June 30, 2023		Mar. 31, 2023
Commercial Banking	$	15,730,241	$	15,493,326	$	15,115,313	$	14,822,093	$	15,861,285
Consumer Banking	7,901,167		7,890,032		7,936,186		7,986,674		8,248,541
Wealth Management	9,237,965		8,085,643		7,886,962		7,544,143		7,432,413
Subtotal	32,869,373		31,469,001		30,938,461		30,352,910		31,542,239
Funds Management and other	2,156,518		2,207,212		2,349,436		2,016,802		1,940,232
Total	$	35,025,891	$	33,676,213	$	33,287,897	$	32,369,712	$	33,482,471

Average Commercial Banking deposit balances increased $237 million compared to the fourth quarter of 2023. Interest-bearing transaction account balances increased $784 million while demand deposit balances decreased $549 million. Our Commercial deposit portfolio is highly diversified across industries and customers. The highest concentration by industry within our commercial deposit portfolio is our energy customers representing 8% of our total deposits.

Average Consumer Banking deposit balances increased $11 million over the prior quarter. A $256 million increase in time deposit balances was partially offset by a $175 million decrease in interest-bearing transaction deposit balances and a $65 million decrease in demand deposit balances.

Average Wealth Management deposits increased $1.2 billion compared to the fourth quarter of 2023. Interest-bearing transaction account balances increased $1.2 billion. Time deposit balances increased $33 million while demand deposit balances decreased $94 million.

Average brokered deposits were 4% of total deposits during the first quarter of 2024. Average interest-bearing transaction accounts for the first quarter included $479 million of brokered deposits, a $167 million increase over the fourth quarter of 2023. Average time deposits for the first quarter of 2024 included $620 million of brokered deposits, a $9.5 million decrease compared to the fourth quarter of 2023. Period end brokered interest-bearing transaction accounts increased $489 million to $819 million at March 31, 2024 and brokered time deposits decreased $80 million to $492 million at March 31, 2024. During the first quarter, reciprocal deposit balances exceeded the $5 billion general cap as defined by the FDIC. Reciprocal deposit balances in excess of the $5 billion general cap are included as brokered deposits for regulatory reporting purposes. The portion of brokered deposits excluding the reciprocal component was 2% of total deposits.

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The distribution of our period end deposit account balances among principal markets follows in Table 20.

Table 20 – Period End Deposits by Principal Market Area

(In thousands)


	Mar. 31, 2024		Dec. 31, 2023		Sep. 30, 2023		June 30, 2023		Mar. 31, 2023
Oklahoma:
Demand	$	3,365,529	$	3,586,091	$	4,019,019	$	4,273,136	$	4,369,944
Interest-bearing:
Transaction	12,362,193		10,929,704		9,970,955		9,979,534		9,468,100
Savings	509,775		500,313		508,619		531,536		564,829
Time	2,136,583		1,984,336		2,019,749		1,945,916		942,787
Total interest-bearing	15,008,551		13,414,353		12,499,323		12,456,986		10,975,716
Total Oklahoma	18,374,080		17,000,444		16,518,342		16,730,122		15,345,660

Texas:
Demand	2,201,561		2,306,334		2,599,998		2,876,568		3,154,789
Interest-bearing:
Transaction	5,125,834		5,035,856		5,046,288		4,532,093		4,366,932
Savings	157,108		155,652		154,863		162,704		175,012
Time	605,526		492,753		436,218		377,424		321,774
Total interest-bearing	5,888,468		5,684,261		5,637,369		5,072,221		4,863,718
Total Texas	8,090,029		7,990,595		8,237,367		7,948,789		8,018,507

Colorado:
Demand	1,316,971		1,633,672		1,598,622		1,726,130		1,869,194
Interest-bearing:
Transaction	1,951,232		1,921,605		1,888,026		1,825,295		2,126,435
Savings	63,675		67,646		63,129		66,968		72,548
Time	237,656		201,393		185,030		148,840		128,583
Total interest-bearing	2,252,563		2,190,644		2,136,185		2,041,103		2,327,566
Total Colorado	3,569,534		3,824,316		3,734,807		3,767,233		4,196,760

New Mexico:
Demand	683,643		794,467		853,571		912,218		997,364
Interest-bearing:
Transaction	1,085,946		886,089		1,049,903		712,541		674,328
Savings	95,944		95,453		97,753		102,729		111,771
Time	298,556		258,195		217,535		179,548		137,875
Total interest-bearing	1,480,446		1,239,737		1,365,191		994,818		923,974
Total New Mexico	2,164,089		2,034,204		2,218,762		1,907,036		1,921,338

Arizona:
Demand	502,143		524,167		522,142		592,144		780,051
Interest-bearing:
Transaction	1,181,539		1,174,715		903,535		800,970		687,527
Savings	12,024		11,636		12,340		14,489		16,993
Time	46,962		41,884		36,689		31,248		27,755
Total interest-bearing	1,240,525		1,228,235		952,564		846,707		732,275
Total Arizona	1,742,668		1,752,402		1,474,706		1,438,851		1,512,326

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	Mar. 31, 2024		Dec. 31, 2023		Sep. 30, 2023		June 30, 2023		Mar. 31, 2023

Kansas/Missouri:
Demand	316,041		326,496		351,236		363,534		393,321
Interest-bearing:
Transaction	985,706		966,166		981,091		1,014,247		1,040,009
Savings	13,095		13,821		14,331		16,316		18,292
Time	30,411		23,955		22,437		16,176		13,061
Total interest-bearing	1,029,212		1,003,942		1,017,859		1,046,739		1,071,362
Total Kansas/Missouri	1,345,253		1,330,438		1,369,095		1,410,273		1,464,683

Arkansas:
Demand	28,168		25,266		29,635		38,818		42,312
Interest-bearing:
Transaction	55,735		49,966		57,381		43,301		71,158
Savings	2,776		2,564		2,898		3,195		3,228
Time	11,215		9,506		9,559		7,225		4,775
Total interest-bearing	69,726		62,036		69,838		53,721		79,161
Total Arkansas	97,894		87,302		99,473		92,539		121,473
Total BOK Financial deposits	$	35,383,547	$	34,019,701	$	33,652,552	$	33,294,843	$	32,580,747

Estimated uninsured deposits totaled $18.2 billion or 51% of our total deposits at March 31, 2024. In addition to insured deposits, we also hold $4.5 billion of collateralized deposits. Municipalities, Native American tribal governments and certain trust-related deposits are all required to be collateralized. Excluding the impact of collateralized deposits and deposits related to consolidated subsidiaries, our uninsured and uncollateralized deposit level is $13.2 billion or 37% of total deposits at March 31, 2024.

In addition to deposits, liquidity is provided primarily by federal funds purchased, securities repurchase agreements and Federal Home Loan Banks borrowings. Federal funds purchased consist primarily of unsecured, overnight funds acquired from other financial institutions. Funds are primarily purchased from bankers' banks and Federal Home Loan Banks from across the country. The largest single source of wholesale federal funds purchased totaled $250 million at March 31, 2024. Securities repurchase agreements generally mature within 90 days and are secured by certain available for sale and trading securities. Federal Home Loan Banks borrowings are generally short-term and are secured by a blanket pledge of eligible collateral (generally unencumbered U.S. Treasury and agency mortgage-backed securities, 1-4 family residential mortgage loans, multifamily and other qualifying commercial real estate loans). Amounts borrowed from the Federal Home Loan Bank of Topeka averaged $6.8 billion during the quarter, compared to $7.1 billion in the fourth quarter of 2023.

At March 31, 2024, management estimates a total potential secured borrowing capacity of approximately $23.7 billion. This includes current available secured capacity of $20.0 billion from the use of programs available to U.S. banks from the Federal Home Loan Banks and Federal Reserve Banks and an estimated $3.7 billion of other sources that could be converted into additional secured capacity.

A summary of other borrowings for BOK Financial on a consolidated basis follows in Table 21.

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Table 21 – Borrowed Funds

(Dollars in thousands)


			Three Months Ended March 31, 2024								Three Months Ended Dec. 31, 2023
	Mar. 31, 2024		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter		Dec. 31, 2023		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter







Funds purchased	$	899,447	$	582,505	4.76	%	$	899,447	$	515,747	$	438,028	4.71	%	$	515,747
Repurchase agreements	362,070		675,539		3.43	%	362,070		607,001		2,038,945		4.81	%	1,041,432
Other borrowings:
Federal Home Loan Banks advances	6,700,000		6,819,232		5.56	%	6,700,000		7,675,000		7,094,294		5.54	%	7,825,000
GNMA repurchase liability	10,414		10,953		4.00	%	10,805		11,660		11,075		4.16	%	11,726


Other	14,238		14,448		5.26	%	14,800		14,892		15,594		6.31	%	15,896
Total other borrowings	6,724,652		6,844,633		5.56	%			7,701,552		7,120,963		5.55	%
Subordinated debentures1	131,154		131,154		7.09	%	131,154		131,150		131,151		7.09	%	131,151


Total other borrowed funds and subordinated debentures	$	8,117,323	$	8,233,831	5.35	%			$	8,955,450	$	9,729,087	5.37	%

1 Parent Company only.

BOKF, NA also has a liability related to the repurchase of certain delinquent residential mortgage loans previously sold into GNMA mortgage pools. Interest is payable monthly at rates contractually due to investors if delinquent loans are not repurchased from the GNMA mortgage pools.

Parent Company

At March 31, 2024, cash and interest-bearing cash and cash equivalents held by the parent company totaled $183 million. The primary sources of liquidity for BOK Financial are cash on hand and dividends from BOKF, NA. Dividends from the bank are limited by various banking regulations to net profits, as defined, for the year plus retained profits for the two preceding years. Dividends are further restricted by minimum capital requirements. At March 31, 2024, based upon the most restrictive limitations as well as management's internal capital policy, BOKF, NA could declare up to $354 million of dividends. Dividend constraints may be alleviated through increases in retained earnings, capital issuances or changes in risk weighted assets. Future losses or increases in required regulatory capital at the bank could affect its ability to pay dividends to the parent company.

Our equity capital at March 31, 2024 was $5.1 billion, a $14 million decrease compared to December 31, 2023. Net income less cash dividends paid increased equity $48 million during the first quarter of 2024. Changes in interest rates resulted in an $11 million decrease in accumulated other comprehensive income compared to December 31, 2023. We also repurchased $52 million of common stock, excluding a 1% excise tax on corporate stock repurchases, during the first quarter of 2024. Capital is managed to maximize long-term value to the shareholders. Factors considered in managing capital include projections of future earnings including expected benefits from lower federal income tax rates, asset growth and acquisition strategies, and regulatory and debt covenant requirements. Capital management may include subordinated debt or perpetual preferred stock issuance, share repurchase and stock and cash dividends.

On November 1, 2022, the board of directors authorized the Company to purchase up to five million common shares, subject to market conditions, securities law and other regulatory compliance limitations. As of March 31, 2024, the Company had repurchased 3,044,844 shares under this authorization. The Company repurchased 616,630 shares of common stock at an average price of $83.89 per share in the first quarter of 2024. We view share buybacks opportunistically, but within the context of maintaining our strong capital position.

- 35 -

BOK Financial and BOKF, NA are subject to various capital requirements administered by federal agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that could have a material impact on operations. These capital requirements include quantitative measures of assets, liabilities and off-balance sheet items. The capital standards are also subject to qualitative judgments by the regulators.

A summary of minimum capital requirements, including a capital conservation buffer follows in Table 22. A bank which falls below these levels, including the capital conservation buffer, would be subject to regulatory restrictions on capital distributions (including, but not limited to, dividends and share repurchases) and executive bonus payments.

In March 2020, in response to the impact on the financial markets by the COVID-19 pandemic, the banking agencies issued an interim final rule permitting banking organizations that implement the CECL model the option to delay for two years an estimate of the CECL methodology's effect on regulatory capital, followed by a three-year transition period. The estimate includes the implementation date adjustment as of January 1, 2020 plus an estimate of the impact of the change for a two year period following implementation of CECL. We elected to delay the regulatory capital impact of the transition in accordance with the interim final rule. Deferral of the impact of CECL added 3 basis points to the Company's Common equity Tier 1 capital at March 31, 2024.

Capital and other performance ratios for BOK Financial on a consolidated basis are presented in Table 22.

Table 22 – Capital and Performance Ratios


	Minimum Capital Requirement		Capital Conservation Buffer		Minimum Capital Requirement Including Capital Conservation Buffer		Mar. 31, 2024		Dec. 31, 2023		Mar. 31, 2023
Capital:
Common equity Tier 1	4.50	%	2.50	%	7.00	%	11.99	%	12.06	%	12.19	%
Tier 1 capital	6.00	%	2.50	%	8.50	%	12.00	%	12.07	%	12.20	%
Total capital	8.00	%	2.50	%	10.50	%	13.15	%	13.16	%	13.21	%
Tier 1 Leverage	4.00	%	N/A		4.00	%	9.42	%	9.45	%	9.94	%
Average total equity to average assets							10.30	%	9.93	%	10.53	%
Tangible common equity ratio1							8.21	%	8.29	%	8.46	%
Adjusted common tangible equity ratio1							7.92	%	8.02	%	8.22	%

Performance Ratios:
Return on average equity							6.53	%	6.64	%	13.61	%
Return on average tangible common equity1							8.31	%	8.56	%	17.71	%

1 See Explanation and Reconciliation of Non-GAAP Measures following.

Off-Balance Sheet Arrangements

See Note 4 to the Consolidated Financial Statements for a discussion of the Company's significant off-balance sheet commitments.

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Explanation and Reconciliation of Non-GAAP Measures

Table 23 provides a reconciliation of the non-GAAP measures with financial measures defined by GAAP.

Table 23 – Non-GAAP Measures

(Dollars in thousands)


	Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023			June 30, 2023			Mar. 31, 2023
Reconciliation of tangible common equity ratio and adjusted tangible common equity ratio:
Total shareholders' equity	$	5,128,751		$	5,142,442		$	4,814,019		$	4,863,854		$	4,874,786
Less: Goodwill and intangible assets, net	1,101,643			1,104,728			1,110,553			1,113,995			1,117,438
Tangible common equity	4,027,108			4,037,714			3,703,466			3,749,859			3,757,348
Add: Unrealized loss on investment securities, net	(185,978)			(171,903)			(246,395)			(189,152)			(140,947)
Add: Tax effect on unrealized loss on investment securities, net	43,740			40,430			57,949			44,486			33,149
Adjusted tangible common equity	$	3,884,870		$	3,906,241		$	3,515,020		$	3,605,193		$	3,649,550

Total assets	$	50,160,380		$	49,824,830		$	48,931,397		$	49,237,920		$	45,524,122
Less: Goodwill and intangible assets, net	1,101,643			1,104,728			1,110,553			1,113,995			1,117,438
Tangible assets	$	49,058,737		$	48,720,102		$	47,820,844		$	48,123,925		$	44,406,684

Tangible common equity ratio	8.21		%	8.29		%	7.74		%	7.79		%	8.46		%
Adjusted tangible common equity ratio	7.92		%	8.02		%	7.35		%	7.49		%	8.22		%

Reconciliation of return on average tangible common equity:
Total average shareholders' equity	$	5,152,061		$	4,933,917		$	4,902,119		$	4,941,352		$	4,837,567
Less: Average goodwill and intangible assets, net	1,103,090			1,107,949			1,112,217			1,115,652			1,119,123
Average tangible common equity	$	4,048,971		$	3,825,968		$	3,789,902		$	3,825,700		$	3,718,444

Net Income	$	83,703		$	82,575		$	134,495		$	151,308		$	162,368

Return on average tangible common equity	8.31		%	8.56		%	14.08		%	15.86		%	17.71		%

Reconciliation of pre-provision net revenue:
Net income before taxes	$	106,889		$	111,475		$	167,735		$	195,637		$	208,401
Add: Provision for expected credit losses	8,000			6,000			7,000			17,000			16,000
Less: Net income (loss) attributable to non-controlling interests	(9)			(53)			(16)			328			128
Pre-provision net revenue	$	114,898		$	117,528		$	174,751		$	212,309		$	224,273

Reconciliation of adjusted net income and earnings per share:
Net income	$	83,703		$	82,575		$	134,495		$	151,308		$	162,368
Add: FDIC special assessment, net of tax	4,936			33,478			—			—			—
Less: Loss on repositioning of available for sale securities, net of tax	(34,547)			(21,129)			—			(2,302)			—
Less: Gain on sale of BOKF Insurance, net of tax	—			23,715			—			—			—
Adjusted net income	123,186			113,467			134,495			153,610			162,368

Earnings per share	$	1.29		$	1.26		$	2.04		$	2.27		$	2.43
Add: FDIC special assessment, net of tax	0.08			0.52			—			—			—
Less: Loss on repositioning of available for sale securities, net of tax	(0.54)			(0.33)			—			(0.03)			—
Less: Gain on sale of BOKF Insurance, net of tax	—			0.37			—			—			—
Adjusted earnings per share	$	1.91		$	1.74		$	2.04		$	2.30		$	2.43

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	Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023			June 30, 2023			Mar. 31, 2023
Calculation of efficiency ratio and efficiency ratio excluding adjustments:
Total other operating expense	$	340,384		$	384,083		$	324,313		$	318,673		$	305,812
Less: Amortization of intangible assets	3,003			3,543			3,474			3,474			3,391
Numerator for efficiency ratio	$	337,381		$	380,540		$	320,839		$	315,199		$	302,421
Less: FDIC special assessment	6,454			43,773			—			—			—
Less: Expenses related to sale of BOKF Insurance	—			3,436			—			—			—
Adjusted numerator for efficiency ratio	$	330,927		$	333,331		$	320,839		$	315,199		$	302,421

Net interest revenue	$	293,572		$	296,675		$	300,896		$	322,261		$	352,348
Tax-equivalent adjustment	2,100			2,112			2,214			2,200			2,285
Tax-equivalent net interest revenue	295,672			298,787			303,110			324,461			354,633
Total other operating revenue	161,701			204,883			198,152			209,049			177,865
Less: Loss on available for sale securities, net	(45,171)			(27,626)			—			(3,010)			—
Denominator for efficiency ratio	$	502,544		$	531,296		$	501,262		$	536,520		$	532,498
Less: Gain on sale of BOKF Insurance	—			31,007			—			—			—
Adjusted denominator for efficiency ratio	$	502,544		$	500,289		$	501,262		$	536,520		$	532,498

Efficiency ratio	67.13		%	71.62		%	64.01		%	58.75		%	56.79		%
Efficiency ratio excluding adjustments	65.85		%	66.63		%	64.01		%	58.75		%	56.79		%

Information on net interest revenue and net interest margin excluding trading activities:
Net interest revenue	$	293,572		$	296,675		$	300,896		$	322,261		$	352,348
Less: Trading activities net interest revenue	(498)			(3,305)			(7,343)			(3,461)			70
Net interest revenue excluding trading activities	$	294,070		$	299,980		$	308,239		$	325,722		$	352,278
Tax-equivalent adjustment	2,100			2,112			2,214			2,200			2,285
Tax-equivalent net interest revenue excluding trading activities	$	296,170		$	302,092		$	310,453		$	327,922		$	354,563

Average interest-earning assets	$	44,846,886		$	44,327,237		$	44,012,300		$	42,731,533		$	40,781,257
Less: Average trading activities interest-earning assets	5,371,209			5,448,403			5,444,587			4,274,803			3,031,969
Average interest-earning assets excluding trading activities	$	39,475,677		$	38,878,834		$	38,567,713		$	38,456,730		$	37,749,288

Net interest margin on average interest-earning assets	2.61		%	2.64		%	2.69		%	3.00		%	3.45		%
Net interest margin on average trading activities interest-earning assets	(0.07)		%	(0.20)		%	(0.49)		%	(0.34)		%	—		%
Net interest margin on average interest-earning assets excluding trading activities	2.97		%	3.03		%	3.14		%	3.36		%	3.72		%

Explanation of Non-GAAP Measures

The tangible common equity ratio and return on average tangible common equity are primarily based on total shareholders' equity, which includes unrealized gains and losses on available for sale securities, less intangible assets and equity that do not benefit common shareholders. The adjusted tangible common equity ratio also includes unrealized gains and losses on the investment portfolio. These measures are valuable indicators of a financial institution's capital strength since they eliminate intangible assets from shareholders' equity and retain the effect of unrealized losses on securities and other components of accumulated other comprehensive income in shareholders' equity.

Pre-provision net revenue is a measure of revenue less expenses and is calculated before provision for credit losses and income tax expense. This financial measure is frequently used by investors and analysts and enables them to assess a company's ability to generate earnings to cover credit losses through a credit cycle. It also provides an additional basis for comparing the results of operations between periods by isolating the impact of the provision for credit losses, which can vary significantly between periods.

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We believe adjusting net income and earnings per share for notable non-core items enhances comparability of results with prior periods, demonstrates the impact of significant items and provides a useful measure for determining the Company's expenses that are core to our business operations and are expected to recur over time.

The efficiency ratio measures the Company's ability to use its assets and manage its liabilities effectively in the current period. Prior to the second quarter of 2023, the efficiency ratio did not exclude amortization of intangible assets and only included tax-equivalent net interest revenue and fees and commissions as part of total revenue. All prior periods were adjusted to conform with the current methodology.

Net interest revenue and net interest margin excluding trading activities remove the effect of trading activities on these metrics allowing management and investors to assess the performance of the Company's core lending and deposit activities without the associated volatility from trading activities.

Market Risk

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices or equity prices. Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading. Market risk excludes changes in fair value due to the credit of the individual issuers of financial instruments.

BOK Financial is subject to market risk primarily through the effect of changes in interest rates on both its assets held for purposes other than trading and trading assets. The effects of other changes, such as foreign exchange rates, commodity prices or equity prices do not pose significant market risk to BOK Financial. BOK Financial has no material investments in assets that are affected by changes in foreign exchange rates or equity prices. Energy and agricultural product derivative contracts, which are affected by changes in commodity prices, are matched against offsetting contracts as previously discussed.

The Asset/Liability Committee is responsible for managing market risk in accordance with policy limits established by the Board of Directors. The Committee monitors projected variation in net interest revenue, net income and economic value of equity due to specified changes in interest rates. These limits also set maximum levels for short-term borrowings, short-term assets, public funds and brokered deposits and establish minimum levels for unpledged assets, among other things. Further, the Board has approved market risk limits for fixed income trading, mortgage pipeline and mortgage servicing assets inclusive of economic hedge benefits. Exposure is measured daily and compliance is reviewed monthly. Deviations from the Board approved limits, which periodically occur throughout the reporting period, may require management to develop and execute plans to reduce exposure. These plans are subject to escalation to and approval by the Board.

The simulations used to manage market risk are based on numerous assumptions regarding the effects of changes in interest rates on the timing and extent of repricing characteristics, future cash flows and customer behavior. These assumptions are inherently uncertain and, as a result, models cannot precisely estimate or precisely predict the impact of higher or lower interest rates. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes, market conditions and management strategies, among other factors.

Interest Rate Risk – Other than Trading

As previously noted in the Net Interest Revenue section of this report, management has implemented strategies to manage the Company's balance sheet exposure to changes in interest rates over a twelve-month period within established policy limits. The effectiveness of these strategies in managing the overall interest rate risk is evaluated through the use of an asset/liability model. BOK Financial performs a sensitivity analysis to identify more dynamic interest rate risk exposures, including embedded option positions, on net interest revenue. A simulation model is used to estimate the effect of changes in interest rates on our performance across multiple interest rate scenarios. Our current internal policy limit for net interest revenue variation due to a 200 basis point parallel change in market interest rates over twelve months is a maximum decline of 6.5%. Management also reviews alternative rate changes and time periods.

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The Company's primary interest rate exposures include the Federal Funds rate, which affects short-term borrowings, and the prime lending rate, SOFR, which is the basis for much of the variable rate loan pricing. Additionally, residential mortgage rates directly affect the prepayment speeds for residential mortgage-backed securities and mortgage servicing rights. Derivative financial instruments and other financial instruments used for purposes other than trading are included in this simulation. In addition, the impact on the level and composition of demand deposit accounts and other core deposit balances resulting from a significant increase in short-term market interest rates and the overall interest rate environment is likely to be material. The simulation incorporates assumptions regarding the effects of such changes based on a combination of historical analysis and expected behavior. The impact of planned growth and new business activities is factored into the simulation model.

The interest rate sensitivity in Table 24 indicates management's estimation of the impact of rate changes on net interest revenue. Should deposit costs be 10% more sensitive to changes in rates, the variation in net interest revenue over the next twelve months would be 0.42% for the 100 basis point decrease scenario. Alternatively, should deposit funding costs be 10% less sensitive to changes in rates, the variation in net interest revenue over the next twelve months would be (0.80)%, or ($10.4 million) for the 100 basis point decrease scenario. Additionally, in a flattening yield curve scenario where long-term rates increase by 100 basis points and short-term rates increase by 200 basis points, net interest revenue would decrease approximately 4.78%, or $62 million.

Table 24 – Interest Rate Sensitivity

(Dollars in thousands)


	Mar. 31, 2024												Dec. 31, 2023
	200 bp Increase			100 bp Increase			100 bp Decrease			200 bp Decrease			200 bp Increase			100 bp Increase			100 bp Decrease			200 bp Decrease
Anticipated impact over the next twelve months on net interest revenue	$	(29,900)		$	(4,600)		$	(2,500)		$	900		$	(36,100)		$	(8,900)		$	(7,900)		$	(2,900)
	(2.31)		%	(0.35)		%	(0.20)		%	0.07		%	(3.03)		%	(0.75)		%	(0.66)		%	(0.24)		%
Anticipated impact over months twelve through twenty-four	$	(3,400)		$	20,800		$	(38,600)		$	(62,500)		$	(9,600)		$	15,300		$	(53,700)		$	(84,900)
	(0.24)		%	1.46		%	(2.70)		%	(4.37)		%	(0.74)		%	1.18		%	(4.16)		%	(6.57)		%

BOK Financial is also subjected to market risk through changes in the fair value of mortgage servicing rights. Changes in the fair value of mortgage servicing rights are highly dependent on changes in primary mortgage rates offered to borrowers, intermediate-term interest rates that affect the value of custodial funds, and assumptions about servicing revenues, servicing costs and discount rates. As primary mortgage rates increase, prepayment speeds slow and the value of our mortgage servicing rights increases. As primary mortgage rates fall, prepayment speeds increase and the value of our mortgage servicing rights decreases.

We maintain a portfolio of financial instruments which may include debt securities issued by the U.S. government or its agencies and interest rate derivative contracts, held as an economic hedge of the changes in the fair value of our mortgage servicing rights. Composition of this portfolio will change based on our assessment of market risk. Changes in the fair value of residential mortgage-backed securities are highly dependent on changes in secondary mortgage rates required by investors, and interest rate derivative contracts are highly dependent on changes in other market interest rates. While primary and secondary mortgage rates generally move in the same direction, the spread between them may widen and narrow due to market conditions and government intervention. Changes in the forward-looking spread between the primary and secondary rates can cause significant earnings volatility.

Management performs a stress test to measure market risk due to changes in interest rates inherent in its MSR portfolio and hedges. The stress test shocks applicable interest rates up and down 50 basis points and calculates an estimated change in fair value, net of economic hedging activity, that may result. The Board has approved a $20 million market risk limit for mortgage servicing rights, net of economic hedges.

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Table 25 – MSR Asset and Hedge Sensitivity Analysis

(In thousands)


	Mar. 31, 2024				Dec. 31, 2023
	Up 50 bp		Down 50 bp		Up 50 bp		Down 50 bp
MSR Asset	$	8,840	$	(10,181)	$	7,974	$	(9,877)
MSR Hedge	(9,131)		9,295		(8,444)		8,606
Net Exposure	(291)		(886)		(470)		(1,271)

Trading Activities

The Company bears market risk by originating RMHFS. RMHFS are generally outstanding for 60 to 90 days, which represents the typical period from commitment to originate a loan to sale of the closed loan to an investor. Primary mortgage interest rate changes during this period affect the value of RMHFS commitments and loans. We use forward sale contracts to mitigate market risk on all closed mortgage loans held for sale and on an estimate of mortgage loan commitments that are expected to result in closed loans.

A variety of methods are used to monitor market risk of mortgage origination activities. These methods include daily marking of all positions to market value, independent verification of inventory pricing, and revenue sensitivity limits.

Management performs a stress test to measure market risk due to changes in interest rates inherent in the mortgage production pipeline. The stress test shocks applicable interest rates up and down 50 basis points and calculates an estimated change in fair value, net of economic hedging activity that may result. The Board has approved a $7 million market risk limit for the mortgage production pipeline, net of forward sale contracts.

Table 26 – Mortgage Pipeline Sensitivity Analysis

(In thousands)


	Three Months Ended
	Mar. 31, 2024				Dec. 31, 2023				Mar. 31, 2023
	Up 50 bp		Down 50 bp		Up 50 bp		Down 50 bp		Up 50 bp		Down 50 bp
Average1	$	(36)	$	(19)	$	(17)	$	(21)	$	(79)	$	(16)
Low2	93		126		22		46		(1)		61
High3	(240)		(151)		(91)		(58)		(186)		(84)
Period End	(154)		52		14		(41)		(74)		(19)

1 Average represents the simple average of each daily value observed during the reporting period.

2 Low represents least risk of loss in fair value measured as the smallest negative value or the largest positive value observed daily during the reporting period.

3 High represents the greatest risk of loss in fair value measured as the largest negative value or the smallest positive value observed daily during the reporting period.

BOK Financial enters into trading activities both as an intermediary for customers and for its own account. As an intermediary, we take positions in securities, generally residential mortgage-backed securities, government agency securities and municipal bonds. These securities are purchased for resale to customers, which include individuals, corporations, foundations and financial institutions. On a limited basis, we may also take trading positions in U.S. Treasury securities, residential mortgage-backed securities, and municipal bonds to enhance returns on securities portfolios. Both of these activities involve interest rate risk, liquidity risk and price risk.

A variety of methods are used to monitor and manage the market risk of trading activities. These methods include daily marking of all positions to market value, independent verification of inventory pricing, and position limits for each trading activity. Risk management tools include VaR, stress testing and sensitivity analysis. Economic hedges in either the futures or cash markets may be used to reduce the risk associated with some trading programs. Basis risk can result when trading asset values and the instruments used to hedge them move at different rates.

VaR measures the potential loss of a given position or portfolio of positions at a specified confidence level and time horizon. BOK Financial utilizes a historical VaR methodology to measure and aggregate risks across its covered trading positions. For Market Risk Rule purposes, the Company calculates VaR using a historical simulation approach and measures the potential trading losses using a 10-day holding period and a 99% confidence level.

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Due to inherent limitations of the VaR methodology, including its reliance on past market behavior, which might not be indicative of future market performance, VaR is only one of several tools used to measure and manage market risk. Other tools used to actively manage market risk include stress testing (SVaR) and sensitivity analysis.

SVaR is calculated using the same internal models as used for the VaR-based measure. SVaR is calculated over a ten-day holding period at a one-tail, 99% confidence level and employs a historical simulation approach based on a continuous twelve-month historical window selected to reflect a period of significant financial stress for the Company's trading portfolio.

The trading portfolio's VaR and SVaR profiles are influenced by a variety of factors, including the size and composition of the portfolio, market volatility, and the correlation between different positions. A portfolio of trading positions is typically less risky than the sum of the risk from each of the individual sub-portfolios because, under normal market conditions, risk within each category partially offsets the exposure to other risk categories. Table 27 below summarizes certain VaR and SVaR based measures for the three months ended March 31, 2024, December 31, 2023, and March 31, 2023.

Table 27 – VaR and SVaR Measures

(In thousands)


	Three Months Ended
	Mar. 31, 2024				Dec. 31, 2023				Mar. 31, 2023
	10 day 99% VaR		10 day 99% SVaR		10 day 99% VaR		10 day 99% SVaR		10 day 99% VaR		10 day 99% SVaR
Average1	$	5,053	$	6,388	$	4,757	$	8,154	$	4,059	$	7,461
Low	2,634		4,190		2,338		4,067		1,944		3,156
High	8,149		8,268		7,776		13,045		8,487		15,571
Period End	4,677		4,931		2,977		4,925		4,036		8,907

1 Average represents the simple average of each daily value observed during the reporting period.

The Company monitors the accuracy of internal VaR models and modeling processes by back-testing model performance. The Company updates historical data used by the VaR model on a regular basis, and model validators independent of business lines perform regular validations to access model input, processing, and reporting components. These models are required to be independently validated and approved prior to implementation.

Limit Structure

Beyond VaR and SVaR described above, Management also performs a sensitivity analysis to measure market risk from changes in interest rates on its trading portfolio. Applicable interest rates are shocked up and down 50 basis points, calculating an estimated change in fair value, net of economic hedging activity that may result. The Board has approved an $11 million market risk limit for the trading portfolio, net of economic hedges.

Table 28 – Trading Sensitivity Analysis

(In thousands)


	Three Months Ended
	Mar. 31, 2024				Dec. 31, 2023				Mar. 31, 2023
	Up 50 bp		Down 50 bp		Up 50 bp		Down 50 bp		Up 50 bp		Down 50 bp
Average1	$	(3,745)	$	5,197	$	(1,068)	$	2,095	$	701	$	(497)
Low2	1,684		8,685		3,604		6,216		4,513		1,983
High3	(6,898)		(59)		(5,897)		(2,457)		(1,837)		(4,538)
Period End	(5,454)		7,069		(527)		1,920		2,247		(2,053)

1 Average represents the simple average of each daily value observed during the reporting period.

2 Low represents least risk of loss in fair value measured as the smallest negative value or the largest positive value observed daily during the reporting period.

3 High represents the greatest risk of loss in fair value measured as the largest negative value or the smallest positive value observed daily during the reporting period.

Model Risk Management

BOK Financial has an internal independent Model Risk Management staff that validates models to verify they are conceptually sound, computationally accurate, are performing as expected, and are in line with their intended use. Model Risk Management staff also enforces the Company's model risk governance program that defines roles and responsibilities, including the authority to levy findings requiring remediation and to restrict model usage.

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Model Validation

Model validation staff maintain independence from both the developers and users of the models. Models are validated through an evaluation process that assesses the data, theory, implementation, outcomes, and governance of each scenario. Each model receives a model risk score, which determines the frequency and scope of validation activities. Validations comprise an assessment of model performance as well as a model's potential limitations given its particular assumptions or weaknesses. Based on the results of the review, the team determines whether the use case for the model is appropriate. The ultimate validation results may require remediation actions from the business line. Model validation results are communicated with one of the following three outcomes: "Approved for use," "Approved with findings," or "Unapproved."

Controls and Procedures

As required by Rule 13a-15(b), BOK Financial's management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation as of the end of the period covered by their reports, of the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report. As required by Rule 13a-15(d), BOK Financial's management, including the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of the Company's internal controls over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting. Based on that evaluation, there has been no such change during the quarter covered by this report.

Forward-Looking Statements

This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about BOK Financial Corporation, the financial services industry, and the economy generally and the related responses of the government, consumers, and others, on our business, financial condition and results of operations. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "plans," "outlook," "projects," "will," "intends," variations of such words and similar expressions are intended to identify such forward-looking statements. Management judgments relating to and discussion of the provision and allowance for credit losses, allowance for uncertain tax positions, accruals for loss contingencies and valuation of mortgage servicing rights involve judgments as to expected events and are inherently forward-looking statements. Assessments that acquisitions and growth endeavors will be profitable are necessary statements of belief as to the outcome of future events based in part on information provided by others which BOK Financial has not independently verified. These various forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions which are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what is expected, implied or forecasted in such forward-looking statements. Internal and external factors that might cause such a difference include, but are not limited to changes in government, consumer or business responses to changes in commodity prices, interest rates and interest rate relationships, inflation, demand for products and services, the degree of competition by traditional and nontraditional competitors, changes in banking regulations, tax laws, prices, levies and assessments, the impact of technological advances, and trends in customer behavior as well as their ability to repay loans. BOK Financial and its affiliates undertake no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

In this report we may sometimes use non-GAAP financial measures. Please note that although non-GAAP financial measures provide useful insight to analysts, investors and regulators, they should not be considered in isolation or relied upon as a substitute for analysis using GAAP measures. If applicable, we provide GAAP reconciliations for non-GAAP financial measures.

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Consolidated Statements of Earnings (Unaudited)
(In thousands, except share and per share data)	Three Months Ended
	March 31,
Interest revenue	2024		2023
Loans	$	438,677	$	367,870
Residential mortgage loans held for sale	923		979
Trading securities	68,237		34,009
Investment securities	7,829		8,928
Available for sale securities	113,488		88,736
Fair value option securities	195		3,893
Restricted equity securities	8,858		5,808
Interest-bearing cash and cash equivalents	7,005		6,506
Total interest revenue	645,212		516,729
Interest expense
Deposits	242,124		95,274
Borrowed funds	107,204		67,038
Subordinated debentures	2,312		2,069
Total interest expense	351,640		164,381
Net interest revenue	293,572		352,348
Provision for credit losses	8,000		16,000
Net interest revenue after provision for credit losses	285,572		336,348
Other operating revenue
Brokerage and trading revenue	59,179		52,396
Transaction card revenue	25,493		25,621
Fiduciary and asset management revenue	55,305		50,657
Deposit service charges and fees	28,685		25,968
Mortgage banking revenue	18,967		14,367
Other revenue	12,935		16,970
Total fees and commissions	200,564		185,979
Other gains, net	4,269		2,251
Loss on derivatives, net	(8,633)		(1,344)
Loss on fair value option securities, net	(305)		(2,962)
Change in fair value of mortgage servicing rights	10,977		(6,059)
Loss on available for sale securities, net	(45,171)		—



Total other operating revenue	161,701		177,865
Other operating expense
Personnel	202,653		182,145
Business promotion	7,978		8,569

Professional fees and services	12,010		13,048
Net occupancy and equipment	30,293		28,459
FDIC and other insurance	8,740		7,315
FDIC special assessment	6,454		—
Data processing and communications	45,564		44,802
Printing, postage and supplies	3,997		3,893
Amortization of intangible assets	3,003		3,391
Mortgage banking costs	6,355		5,782
Other expense	13,337		8,408
Total other operating expense	340,384		305,812
Net income before taxes	106,889		208,401
Federal and state income taxes	23,195		45,905
Net income	83,694		162,496
Net income (loss) attributable to non-controlling interests	(9)		128
Net income attributable to BOK Financial Corporation shareholders	$	83,703	$	162,368
Earnings per share:
Basic	$	1.29	$	2.43
Diluted	$	1.29	$	2.43
Average shares used in computation:
Basic	64,290,105		66,331,775
Diluted	64,290,105		66,331,775
Dividends declared per share	$	0.55	$	0.54

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
	Three Months Ended
	March 31,
	2024		2023
Net income	$	83,694	$	162,496
Other comprehensive income (loss) before income taxes:
Net change in unrealized gain (loss)	(71,806)		124,045
Reclassification adjustments included in earnings:
Interest revenue, Investment securities	12,183		16,051


Loss on available for sale securities, net	45,171		—
Other comprehensive income (loss) before income taxes	(14,452)		140,096
Federal and state income taxes	(3,424)		31,695
Other comprehensive income (loss), net of income taxes	(11,028)		108,401
Comprehensive income	72,666		270,897
Comprehensive income (loss) attributable to non-controlling interests	(9)		128
Comprehensive income attributable to BOK Financial Corporation shareholders	$	72,675	$	270,769

See accompanying notes to consolidated financial statements.

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Consolidated Balance Sheets

(In thousands, except share data)


	Mar. 31, 2024		Dec. 31, 2023
	(Unaudited)		(Footnote 1)
Assets
Cash and due from banks	$	801,677	$	947,613
Interest-bearing cash and cash equivalents	354,070		400,652
Trading securities	5,441,038		5,193,505
Investment securities, net of allowance (fair value: March 31, 2024 – $2,000,065; December 31, 2023 – $2,072,586)	2,185,744		2,244,153
Available for sale securities	12,653,088		12,286,681
Fair value option securities	19,805		20,671
Restricted equity securities	382,549		423,099
Residential mortgage loans held for sale	75,449		56,935
Loans	24,172,560		23,904,968
Allowance for loan losses	(281,623)		(277,123)
Loans, net of allowance	23,890,937		23,627,845
Premises and equipment, net	628,050		622,223
Receivables	308,736		317,922
Goodwill	1,044,749		1,044,749
Intangible assets, net	56,894		59,979
Mortgage servicing rights	319,330		293,884
Real estate and other repossessed assets, net of allowance (March 31, 2024 – $5,355; December 31, 2023 – $5,355)	2,860		2,875
Derivative contracts, net	263,493		410,304
Cash surrender value of bank-owned life insurance	410,368		409,548
Receivable on unsettled securities sales	67,854		391,910
Other assets	1,253,689		1,070,282
Total assets	$	50,160,380	$	49,824,830

Liabilities and Equity
Liabilities:
Non-interest bearing demand deposits	$	8,414,056	$	9,196,493
Interest-bearing deposits:
Transaction	22,748,185		20,964,101
Savings	854,397		847,085
Time	3,366,909		3,012,022
Total deposits	35,383,547		34,019,701
Funds purchased and repurchase agreements	1,261,517		1,122,748
Other borrowings	6,724,652		7,701,552
Subordinated debentures	131,154		131,150
Accrued interest, taxes and expense	318,622		338,996
Derivative contracts, net	438,605		587,473
Due on unsettled securities purchases	264,230		254,057
Other liabilities	506,418		523,734
Total liabilities	45,028,745		44,679,411
Shareholders' equity:
Common stock (0.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: March 31, 2024 – 76,793,000; December 31, 2023 – 76,593,292)	5		5
Capital surplus	1,411,293		1,406,745
Retained earnings	5,259,646		5,211,512
Treasury stock (shares at cost: March 31, 2024 – 12,277,965; December 31, 2023 – 11,626,115)	(932,065)		(876,720)
Accumulated other comprehensive income (loss)	(610,128)		(599,100)
Total shareholders' equity	5,128,751		5,142,442
Non-controlling interests	2,884		2,977
Total equity	5,131,635		5,145,419
Total liabilities and equity	$	50,160,380	$	49,824,830

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Changes in Equity (Unaudited)

(In thousands)


	Common Stock			Capital Surplus		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income (Loss)		Total Shareholders' Equity		Non- Controlling Interests		Total Equity
	Shares	Amount						Shares	Amount



Balance, December 31, 2023	76,593	$	5	$	1,406,745	$	5,211,512	11,626	$	(876,720)	$	(599,100)	$	5,142,442	$	2,977	$	5,145,419
Net income (loss)	—	—		—		83,703		—	—		—		83,703		(9)		83,694
Other comprehensive loss	—	—		—		—		—	—		(11,028)		(11,028)		—		(11,028)
Repurchase of common stock	—	—		—		—		617	(52,153)		—		(52,153)		—		(52,153)
Share-based compensation plans:

Non-vested shares awarded, net	200	—		—		—		—	—		—		—		—		—
Vesting of non-vested shares	—	—		—		—		35	(3,192)		—		(3,192)		—		(3,192)
Share-based compensation	—	—		4,548		—		—	—		—		4,548		—		4,548
Cash dividends on common stock	—	—		—		(35,569)		—	—		—		(35,569)		—		(35,569)
Capital calls and distributions, net	—	—		—		—		—	—		—		—		(84)		(84)


Balance, March 31, 2024	76,793	$	5	$	1,411,293	$	5,259,646	12,278	$	(932,065)	$	(610,128)	$	5,128,751	$	2,884	$	5,131,635


















Balance, December 31, 2022	76,423	$	5	$	1,390,395	$	4,824,164	9,465	$	(694,960)	$	(836,955)	$	4,682,649	$	4,709	$	4,687,358


Net income (loss)	—	—		—		162,368		—	—		—		162,368		128		162,496
Other comprehensive income	—	—		—		—		—	—		108,401		108,401		—		108,401
Repurchase of common stock	—	—		—		—		447	(44,476)		—		(44,476)		—		(44,476)
Share-based compensation plans:

Non-vested shares awarded, net	133	—		—		—		—	—		—		—		—		—
Vesting of non-vested shares	—	—		—		—		43	(4,501)		—		(4,501)		—		(4,501)
Share-based compensation	—	—		6,701		—		—	—		—		6,701		—		6,701
Cash dividends on common stock	—	—		—		(36,356)		—	—		—		(36,356)		—		(36,356)
Capital calls and distributions, net	—	—		—		—		—	—		—		—		(1,596)		(1,596)


Balance, March 31, 2023	76,556	$	5	$	1,397,096	$	4,950,176	9,955	$	(743,937)	$	(728,554)	$	4,874,786	$	3,241	$	4,878,027

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Three Months Ended
	March 31,
	2024		2023
Cash Flows From Operating Activities:
Net income	$	83,694	$	162,496
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses	8,000		16,000
Change in fair value of mortgage servicing rights due to market assumption changes	(10,977)		6,059
Change in the fair value of mortgage servicing rights due to principal payments	5,447		5,382
Net unrealized (gains) losses from derivative contracts	(67,516)		61,704
Share-based compensation	4,548		6,701
Depreciation and amortization	26,392		26,885
Net amortization of discounts and premiums	(8,923)		(4,163)
Net losses (gains) on financial instruments and other losses (gains), net	40,792		(2,009)
Net loss (gain) on mortgage loans held for sale	(1,644)		1,361
Mortgage loans originated for sale	(139,176)		(138,624)
Proceeds from sale of mortgage loans held for sale	124,187		139,088
Capitalized mortgage servicing rights	(2,516)		(2,498)

Change in trading and fair value option securities	(246,669)		2,140,101
Change in receivables	284,991		11,032
Change in other assets	23,196		6,721
Change in other liabilities	55,394		28,544
Net cash provided by (used in) operating activities	179,220		2,464,780
Cash Flows From Investing Activities:
Proceeds from maturities or redemptions of investment securities	57,642		64,514
Proceeds from maturities or redemptions of available for sale securities	417,103		313,935

Purchases of available for sale securities	(1,582,902)		(631,168)
Proceeds from sales of available for sale securities	735,994		—
Change in amount receivable on unsettled available for sale securities transactions	48,195		9,864
Loans originated, net of principal collected	(271,674)		(187,088)
Net proceeds from (payments on) derivative asset contracts	(5,533)		156,522

Net change in restricted equity securities	40,550		11,470
Proceeds from disposition of assets	4,624		7,401
Purchases of assets	(40,911)		(58,710)
Net cash provided by (used in) investing activities	(596,912)		(313,260)
Cash Flows From Financing Activities:
Net change in demand deposits, transaction deposits and savings accounts	1,008,959		(2,014,726)
Net change in time deposits	354,887		114,768
Net change in other borrowed funds	(839,632)		(677,232)


Net payments on derivative liability contracts	(1,613)		(158,021)
Net change in derivative margin accounts	(116,706)		579,188
Change in amount due on unsettled available for sale securities transactions	(89,807)		52,104
Issuance of common and treasury stock, net	(3,192)		(4,501)

Repurchase of common stock	(52,153)		(44,476)
Dividends paid	(35,569)		(36,356)
Net cash provided by (used in) financing activities	225,174		(2,189,252)
Net increase (decrease) in cash and cash equivalents	(192,518)		(37,732)
Cash and cash equivalents at beginning of period	1,348,265		1,401,716
Cash and cash equivalents at end of period	$	1,155,747	$	1,363,984

Supplemental Cash Flow Information:
Cash paid for interest	$	348,394	$	163,960
Cash paid for taxes	$	1,270	$	733
Net loans and bank premises transferred to repossessed real estate and other assets	$	77	$	225

Residential mortgage loans guaranteed by U.S. government agencies that became eligible for repurchase during the period	$	1,501	$	5,556
Conveyance of other real estate owned guaranteed by U.S. government agencies	$	1,371	$	1,150
Right-of-use assets obtained in exchange for operating lease liabilities	$	10,562	$	63,521

See accompanying notes to consolidated financial statements.

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Notes to Consolidated Financial Statements (Unaudited)

(1) Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements of BOK Financial have been prepared in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The unaudited consolidated financial statements include accounts of BOK Financial and its subsidiaries, principally BOKF, NA, BOK Financial Securities, Inc., and BOK Financial Private Wealth, Inc. Operating divisions of the Bank include Bank of Albuquerque, Bank of Oklahoma, Bank of Texas, BOK Financial in Arizona, Arkansas, Colorado and Kansas/Missouri, BOK Financial Mortgage and the TransFund electronic funds network.

Certain reclassifications have been made to conform to the current period presentation.

The financial information should be read in conjunction with BOK Financial's 2023 Form 10-K filed with the Securities and Exchange Commission, which contains audited financial statements. Amounts presented as of December 31, 2023 have been derived from the audited financial statements included in BOK Financial's 2023 Form 10-K but do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the three-month period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Newly Adopted and Pending Accounting Policies

Financial Accounting Standards Board

FASB ASU 2023-01, Leases (Topic 842): Common Control Arrangements

On March 27, 2023, the FASB issued ASU 2023-01 which, in part, amends the accounting for leasehold improvement in common-control arrangements. Under previous guidance, a lessee is generally required to amortize leasehold improvements that it owns over the shorter of the useful life of those improvements or the lease term. However, due to the nature of leasehold improvements made under leases between entities under common control, ASU 2023-01 requires a lessee in a common-control arrangement to amortize such leasehold improvements that it owns over the improvements' useful life to the common control group, regardless of the lease term. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of ASU 2023-01 did not have a material impact on the Company's financial statements.

FASB ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

The FASB issued ASU 2023-07 on November 27, 2023 which is intended to improve reportable segment disclosure requirements. Under previous guidance, while entities were required to disclose segment revenue and measure of profit or loss, there has been limited disclosure around the reporting of segment expenses. In addition to enhanced disclosures about significant segment expenses, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the requirements of the expanded segment disclosures but does not expect the additional disclosures to have a material impact on the reported segment information.

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FASB ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

The FASB issued ASU 2023-09 on December 14, 2023 which amends income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The new guidance requires the entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact ASU 2023-09 will have on its income tax disclosures.

FASB ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards

The FASB issued ASU 2024-01 on March 21, 2024 which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of Topic 718, Compensation—Stock Compensation. The ASU is effective for annual periods beginning after December 15, 2024, including interim periods within those periods. Adoption of ASU 2024-01 is not expected to have a material impact on the Company's financial statements.

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(2) Securities

Trading Securities

The fair value and net unrealized gain (loss) included in trading securities are as follows (in thousands):


	March 31, 2024				December 31, 2023
	Fair Value		Net Unrealized Gain (Loss)		Fair Value		Net Unrealized Gain (Loss)
U.S. government securities	$	426,825	$	(194)	$	10,959	$	28
Residential agency mortgage-backed securities	4,898,485		8,571		5,105,137		98,124
Municipal securities	67,120		(142)		37,413		323

Other trading securities	48,608		127		39,996		160
Total trading securities	$	5,441,038	$	8,362	$	5,193,505	$	98,635

Investment Securities

The amortized cost and fair values of investment securities are as follows (in thousands):


	March 31, 2024
	Amortized		Carrying		Fair		Gross Unrealized
	Cost		Value1		Value		Gain		Loss
Municipal securities	$	108,793	$	108,793	$	112,338	$	3,828	$	(283)
Mortgage-backed securities:
Residential agency	2,196,121		2,044,972		1,858,027		99		(187,044)
Commercial agency	17,258		15,990		14,987		—		(1,003)
Other debt securities	16,288		16,288		14,713		—		(1,575)
Total investment securities	2,338,460		2,186,043		2,000,065		3,927		(189,905)
Allowance for credit losses	(299)		(299)		—		—		—
Investment securities, net of allowance	$	2,338,161	$	2,185,744	$	2,000,065	$	3,927	$	(189,905)

1 Carrying value includes $152 million of net unrealized loss which remains in AOCI in the Consolidated Balance Sheets related to certain securities transferred during the second quarter of 2022 from the Available for Sale securities portfolio to the Investment securities portfolio.


	December 31, 2023
	Amortized		Carrying		Fair		Gross Unrealized
	Cost		Value1		Value		Gain		Loss
Municipal securities	$	120,705	$	120,705	$	125,525	$	5,014	$	(194)
Mortgage-backed securities:
Residential agency	2,255,340		2,092,083		1,917,810		125		(174,398)
Commercial agency	17,258		15,914		15,067		—		(847)
Other debt securities	15,787		15,787		14,184		—		(1,603)
Total investment securities	2,409,090		2,244,489		2,072,586		5,139		(177,042)
Allowance for credit losses	(336)		(336)		—		—		—
Investment securities, net of allowance	$	2,408,754	$	2,244,153	$	2,072,586	$	5,139	$	(177,042)

1 Carrying value includes $165 million of net unrealized loss which remains in AOCI in the Consolidated Balance Sheets related to certain securities transferred during the second quarter of 2022 from the Available for Sale securities portfolio to the Investment securities portfolio.

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The amortized cost and fair values of investment securities at March 31, 2024, by contractual maturity, are as shown in the following table (dollars in thousands):


	Less than One Year		One to Five Years		Six to Ten Years		Over Ten Years		Total		Weighted Average Maturity1
Fixed maturity debt securities:
Carrying value	$	19,248	$	95,707	$	26,103	$	13	$	141,071	3.27
Fair value	19,468		98,033		24,524		13		142,038
Residential mortgage-backed securities:
Carrying value									$	2,044,972	2
Fair value									1,858,027
Total investment securities:
Carrying value									$	2,186,043
Fair value									2,000,065

1Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty.

2The average expected lives of residential mortgage-backed securities were 4.9 years based upon current prepayment assumptions.

Temporarily Impaired Investment Securities

(dollars in thousands):


	March 31, 2024
	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Investment:
Municipal securities	20	$	17,310	$	81	$	6,587	$	202	$	23,897	$	283
Mortgage-backed securities:
Residential agency	116	—		—		1,857,000		187,044		1,857,000		187,044
Commercial agency	2	—		—		14,987		1,003		14,987		1,003
Other debt securities	3	—		—		8,700		1,575		8,700		1,575
Total investment securities	141	$	17,310	$	81	$	1,887,274	$	189,824	$	1,904,584	$	189,905


	December 31, 2023
	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Investment:
Municipal securities	13	$	1,931	$	5	$	6,600	$	189	$	8,531	$	194
Mortgage-backed securities:
Residential agency	116	—		—		1,916,732		174,398		1,916,732		174,398
Commercial agency	2	—		—		15,067		847		15,067		847
Other debt securities	3	—		—		8,672		1,603		8,672		1,603
Total investment securities	134	$	1,931	$	5	$	1,947,071	$	177,037	$	1,949,002	$	177,042

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Available for Sale Securities

The amortized cost and fair value of available for sale securities are as follows (in thousands):


	March 31, 2024
	Amortized		Fair		Gross Unrealized
	Cost		Value		Gain		Loss
U.S. Treasury	$	1,000	$	920	$	—	$	(80)
Municipal securities	329,216		304,826		—		(24,390)
Mortgage-backed securities:
Residential agency	8,095,352		7,816,688		20,132		(298,796)
Residential non-agency	885,059		846,805		11,106		(49,360)
Commercial agency	3,985,220		3,683,376		1,197		(303,041)
Other debt securities	500		473		—		(27)
Total available for sale securities	$	13,296,347	$	12,653,088	$	32,435	$	(675,694)


	December 31, 2023
	Amortized		Fair		Gross Unrealized
	Cost		Value		Gain		Loss
U.S. Treasury	$	1,000	$	925	$	—	$	(75)
Municipal securities	544,707		502,833		1		(41,875)
Mortgage-backed securities:
Residential agency	7,066,645		6,834,720		36,983		(268,908)
Residential non-agency	833,535		799,877		12,865		(46,523)
Commercial agency	4,456,918		4,147,853		2,972		(312,037)
Other debt securities	500		473		—		(27)
Total available for sale securities	$	12,903,305	$	12,286,681	$	52,821	$	(669,445)

The amortized cost and fair values of available for sale securities at March 31, 2024, by contractual maturity, are as shown in the following table (dollars in thousands):


	Less than One Year		One to Five Years		Six to Ten Years		Over Ten Years		Total		Weighted Average Maturity1
Fixed maturity debt securities:
Amortized cost	$	473,589	$	2,480,160	$	915,033	$	447,154	$	4,315,936	5.19
Fair value	468,688		2,254,408		841,253		425,246		3,989,595
Residential mortgage-backed securities:
Amortized cost									$	8,980,411	2
Fair value									8,663,493
Total available for sale securities:
Amortized cost									$	13,296,347
Fair value									12,653,088

1Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalty.

2The average expected lives of residential mortgage-backed securities were 4.2 years based upon current prepayment assumptions.

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Sales of available for sale securities resulted in gains and losses as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Proceeds	$	735,994	$	—
Gross realized gains	233		—
Gross realized losses	(45,404)		—
Related federal and state income tax benefit	(10,624)		—

The fair value of debt securities pledged as collateral for repurchase agreements, public trust funds on deposit and for other purposes, as required by law was $18.9 billion at March 31, 2024 and $13.9 billion at December 31, 2023. The secured parties do not have the right to sell or repledge these securities.

Temporarily Impaired Available for Sale Securities

(Dollars in thousands)


	March 31, 2024
	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Available for sale:
U.S. Treasury	1	$	—	$	—	$	920	$	80	$	920	$	80
Municipal securities	135	3,139		30		298,162		24,360		301,301		24,390
Mortgage-backed securities:
Residential agency	711	2,179,355		10,501		3,502,950		288,296		5,682,306		298,797
Residential non-agency	38	138,197		530		532,619		48,829		670,815		49,359
Commercial agency	245	241,331		2,625		3,148,535		300,416		3,389,866		303,041
Other debt securities	1	—		—		473		27		473		27
Total available for sale securities	1,131	$	2,562,022	$	13,686	$	7,483,659	$	662,008	$	10,045,681	$	675,694


	December 31, 2023
	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Available for sale:
U.S. Treasury	1	$	—	$	—	$	925	$	75	$	925	$	75
Municipal securities	190	6,799		410		494,955		41,465		501,754		41,875
Mortgage-backed securities:
Residential agency	630	690,118		3,689		3,717,975		265,219		4,408,093		268,908
Residential non-agency	32	116,077		1,244		451,370		45,279		567,447		46,523
Commercial agency	269	392,828		2,626		3,421,757		309,411		3,814,585		312,037
Other debt securities	1	—		—		473		27		473		27
Total available for sale securities	1,123	$	1,205,822	$	7,969	$	8,087,455	$	661,476	$	9,293,277	$	669,445

Based on evaluations of impaired securities as of March 31, 2024, the Company does not intend to sell any impaired available for sale debt securities before fair value recovers to the current amortized cost, and it is more-likely-than-not that the Company will not be required to sell impaired securities before fair value recovers, which may be maturity.

- 54 -

Fair Value Option Securities

Fair value option securities represent securities which the Company has elected to carry at fair value and are separately identified on the Consolidated Balance Sheets. Changes in the fair value are recognized in earnings as they occur. Certain securities are held as an economic hedge of the mortgage servicing rights.

The fair value and net unrealized gain (loss) included in fair value option securities is as follows (in thousands):


	March 31, 2024				December 31, 2023
	Fair Value		Net Unrealized Gain (Loss)		Fair Value		Net Unrealized Gain (Loss)

Residential agency mortgage-backed securities	$	19,805	$	(1,711)	$	20,671	$	(1,406)

(3) Derivatives

Derivative instruments may be used by the Company as part of its internal risk management programs or may be offered to customers. All derivative instruments are carried at fair value, and changes in fair value are reported in earnings as they occur. Credit risk is also considered in determining fair value. Deterioration in the credit rating of customer or other counterparties reduce the fair value of asset contracts. Deterioration of our credit rating could decrease the fair value of our derivative liabilities.

When bilateral netting agreements or similar arrangements exist between the Company and its counterparties that create a single legal claim or obligation to pay or receive the net amount in settlement of the individual derivative contracts, the Company reports derivative assets and liabilities on a net by derivative contract type by counterparty basis.

Derivative contracts may require the Company to provide or receive cash margin as collateral for derivative assets and liabilities. Derivative assets and liabilities are reported net of cash margin when certain conditions are met. In addition, derivative contracts executed with customers under Customer Risk Management Programs may be secured by non-cash collateral in conjunction with a credit agreement with that customer. Access to collateral in the event of default is reasonably assured.

None of these derivative contracts have been designated as hedging instruments for accounting purposes.

Customer Risk Management Programs

BOK Financial offers programs to permit its customers to manage various risks, including fluctuations in energy, cattle and other agricultural products, interest rates and foreign exchange rates with derivative contracts. Customers may also manage interest rate risk through interest rate swaps used by borrowers to modify interest rate terms of their loans. Derivative contracts are executed between the customers and BOK Financial. Offsetting contracts are executed between BOK Financial and other selected counterparties to minimize the risk of changes in commodity prices, interest rates or foreign exchange rates. The counterparty contracts are identical to customer contracts, except for a fixed pricing spread or fee paid to BOK Financial as profit and compensation for administrative costs and credit risk which is recognized over the life of the contracts and included in Other operating revenue – Brokerage and trading revenue in the Consolidated Statements of Earnings.

Trading

BOK Financial may offer derivative instruments such as to-be-announced securities to mortgage banking customers to enable them to manage their market risk or to mitigate the Company's market risk of holding trading securities. Changes in the fair value of derivative instruments for trading purposes or used to mitigate the market risk of holding trading securities are included in Other operating revenue – Brokerage and trading revenue in the Consolidated Statements of Earnings.

- 55 -

Internal Risk Management Programs

BOK Financial may use derivative contracts in managing its interest rate sensitivity, as part of its economic hedge of the change in the fair value of mortgage servicing rights. Changes in the fair value of derivative instruments used in managing interest rate sensitivity and as part of the economic hedge of changes in the fair value of mortgage servicing rights are included in Other operating revenue – Gain (loss) on derivatives, net in the Consolidated Statements of Earnings.

As discussed in Note 5, certain derivative contracts not designated as hedging instruments related to mortgage loan commitments and forward sales contracts are included in Residential mortgage loans held for sale on the Consolidated Balance Sheets. See Note 5 for additional discussion of notional, fair value and impact on earnings of these contracts.

The following table summarizes the fair values of derivative contracts recorded as "derivative contracts" assets and liabilities in the balance sheet at March 31, 2024 (in thousands):


	Assets
	Notional1		Gross Fair Value		Netting Adjustments		Net Fair Value Before Cash Collateral		Cash Collateral		Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts	$	3,075,103	$	118,237	$	(3,844)	$	114,393	$	(111,283)	$	3,110
Energy contracts	7,266,492		754,565		(461,295)		293,270		(117,521)		175,749

Foreign exchange contracts	56,590		55,687		—		55,687		(842)		54,845
Equity option contracts	1,859		61		—		61		(50)		11
Total customer risk management programs	10,400,044		928,550		(465,139)		463,411		(229,696)		233,715
Trading	19,616,813		67,692		(40,165)		27,527		(44)		27,483
Internal risk management programs	455,912		3,608		(1,313)		2,295		—		2,295
Total derivative contracts	$	30,472,769	$	999,850	$	(506,617)	$	493,233	$	(229,740)	$	263,493

	Liabilities
	Notional1		Gross Fair Value		Netting Adjustments		Net Fair Value Before Cash Collateral		Cash Collateral		Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts	$	3,065,103	$	116,796	$	(3,844)	$	112,952	$	—	$	112,952
Energy contracts	7,720,466		753,145		(461,295)		291,850		(29,444)		262,406

Foreign exchange contracts	56,254		55,161		—		55,161		—		55,161
Equity option contracts	1,859		61		—		61		—		61
Total customer risk management programs	10,843,682		925,163		(465,139)		460,024		(29,444)		430,580
Trading	23,751,156		93,502		(40,165)		53,337		(46,563)		6,774
Internal risk management programs	38,617		2,564		(1,313)		1,251		—		1,251
Total derivative contracts	$	34,633,455	$	1,021,229	$	(506,617)	$	514,612	$	(76,007)	$	438,605

1 Notional amounts for commodity contracts are converted into dollar-equivalent amounts based on dollar prices at the inception of the contract.

- 56 -

The following table summarizes the fair values of derivative contracts recorded as "derivative contracts" assets and liabilities in the balance sheet at December 31, 2023 (in thousands):


	Assets
	Notional 1		Gross Fair Value		Netting Adjustments		Net Fair Value Before Cash Collateral		Cash Collateral		Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts	$	2,754,476	$	108,450	$	(6,810)	$	101,640	$	(94,608)	$	7,032
Energy contracts	7,846,190		836,425		(399,148)		437,277		(169,141)		268,136

Foreign exchange contracts	54,999		53,863		—		53,863		(872)		52,991
Equity option contracts	3,316		54		—		54		(44)		10
Total customer risk management programs	10,658,981		998,792		(405,958)		592,834		(264,665)		328,169
Trading	16,264,818		118,545		(37,111)		81,434		(6,996)		74,438
Internal risk management programs	425,014		7,697		—		7,697		—		7,697
Total derivative contracts	$	27,348,813	$	1,125,034	$	(443,069)	$	681,965	$	(271,661)	$	410,304

	Liabilities
	Notional 1		Gross Fair Value		Netting Adjustments		Net Fair Value Before Cash Collateral		Cash Collateral		Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts	$	2,754,476	$	108,402	$	(6,810)	$	101,592	$	—	$	101,592
Energy contracts	8,254,004		831,467		(399,148)		432,319		(6,441)		425,878

Foreign exchange contracts	54,405		53,065		—		53,065		—		53,065
Equity option contracts	3,316		54		—		54		—		54
Total customer risk management programs	11,066,201		992,988		(405,958)		587,030		(6,441)		580,589
Trading	20,644,156		224,648		(37,111)		187,537		(181,917)		5,620
Internal risk management programs	2,244		1,264		—		1,264		—		1,264
Total derivative contracts	$	31,712,601	$	1,218,900	$	(443,069)	$	775,831	$	(188,358)	$	587,473

1 Notional amounts for commodity contracts are converted into dollar-equivalent amounts based on dollar prices at the inception of the contract.

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The following summarizes the pre-tax net gains (losses) on derivative instruments and where they are recorded in the income statement (in thousands):


	Three Months Ended
	March 31, 2024				March 31, 2023
	Brokerage and Trading Revenue		Gain (Loss) on Derivatives, Net		Brokerage and Trading Revenue		Gain (Loss) on Derivatives, Net
Customer risk management programs:
Interest rate contracts	$	2,460	$	—	$	1,770	$	—
Energy contracts	3,815		—		6,553		—

Foreign exchange contracts	50		—		31		—
Equity option contracts	—		—		—		—
Total customer risk management programs	6,325		—		8,354		—
Trading1	83,706		—		(63,093)		—
Internal risk management programs	—		(8,633)		—		(1,344)
Total derivative contracts	$	90,031	$	(8,633)	$	(54,739)	$	(1,344)

1 Represents changes in fair value of to-be-announced securities and other derivative instruments held to mitigate market risk of trading securities portfolio, which is offset by changes in fair value of trading securities also included in Brokerage and Trading Revenue in the Consolidated Statements of Earnings.

(4) Loans and Allowances for Credit Losses

Loans

Loans are either secured or unsecured based on the type of loan and the financial condition of the borrower. Repayment is generally expected from cash flow or proceeds from the sale of selected assets of the borrower. BOK Financial is exposed to risk of loss on loans due to the borrower's difficulties, which may arise from any number of factors, including problems within the respective industry or local economic conditions. Access to collateral, in the event of borrower default, is reasonably assured through adherence to applicable lending laws and through sound lending standards and credit review procedures. Accounting policies for all loans, excluding residential mortgage loans guaranteed by U.S. government agencies, are as follows.

Interest is accrued at the applicable interest rate on the principal amount outstanding. Loans are placed on nonaccruing status when, in the opinion of management, full collection of principal or interest is uncertain. Internally risk graded loans are individually evaluated for nonaccruing status quarterly. Non-risk graded loans are generally placed on nonaccruing status when more than 90 days past due or within 60 days of being notified of the borrower's bankruptcy filing. Interest previously accrued but not collected is charged against interest income when the loan is placed on nonaccruing status. Accrued but not paid interest receivable is included in Receivables in the Consolidated Balance Sheets. Payments on nonaccruing loans are applied to principal or recognized as interest income, according to management's judgment as to the collectability of principal. Loans may be returned to accruing status when, in the opinion of management, full collection of principal and interest, including principal previously charged off, is probable based on improvements in the borrower's financial condition or a sustained period of performance.

For loans acquired with no evidence of credit deterioration, discounts are accreted on either an individual basis for loans with unique characteristics or on a pool basis for groups of homogeneous loans. Accretion is discontinued when a loan with an individually attributed discount is placed on nonaccruing status.

Modifications of loans to existing borrowers generally consist of interest rate reductions, extension of payment terms, or a combination of these. Modifications may arise either voluntarily through negotiations with the borrower or involuntarily through court order. Payment deferrals up to six months are generally considered to be short-term modifications. Generally, principal and accrued but unpaid interest are not voluntarily forgiven. A change to the allowance for credit losses is generally not recorded upon modification because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance methodology.

- 58 -

Performing loans may be renewed under the current collateral value, debt service ratio and other underwriting standards. Nonaccruing loans may be renewed and will remain classified as nonaccruing.

Occasionally, loans, other than residential mortgage loans, may be held for sale in order to manage credit concentration. These loans are carried at the lower of cost or fair value with gains or losses recognized in Other gains (losses), net in the Consolidated Statements of Earnings.

All loans are charged off when the loan balance or a portion of the loan balance is no longer supported by the paying capacity of the borrower or when the required cash flow is reduced in a modification. The charge-off amount is determined through a quarterly evaluation of available cash resources and collateral values. Internally risk graded loans are evaluated quarterly, and charge-offs are taken in the quarter in which the loss is identified. Non-risk graded loans that are past due between 60 days and 180 days, based on the loan product type, are charged off. Loans to borrowers whose personal obligation has been discharged through Chapter 7 bankruptcy proceedings are charged off within 60 days of notice of the bankruptcy filing, regardless of payment status.

Loan origination and commitment fees and direct loan acquisition and origination costs are deferred and amortized as an adjustment to yield over the life of the loan or over the commitment period, as applicable. Amortization does not anticipate loan prepayments. Net unamortized fees are recognized in full at time of payoff.

Qualifying residential mortgage loans guaranteed by U.S. government agencies have been sold into GNMA pools. Under certain performance conditions specified in government programs, the Company may have the right, but not the obligation to repurchase loans from GNMA pools. These loans no longer qualify for sale accounting and are recognized in the Consolidated Balance Sheets. We do not expect to receive all principal and interest based on the loan's contractual terms. A portion of the principal balance continues to be guaranteed; however, interest accrues at a curtailed rate as specified in the programs. The carrying value of these loans is reduced based on an estimate of the expected cash flows discounted at the original note rate plus a liquidity spread. Guaranteed loans may be modified in accordance with U.S. government agency guidelines. Interest continues to accrue based on the modified rate. Guaranteed loans may either be resold into GNMA pools after a performance period specified by the programs or foreclosed and conveyed to the guarantors.

Loans are disaggregated into portfolio segments and further disaggregated into classes. The portfolio segment is the level at which the Company develops and documents a systematic method for determining its allowance for credit losses. Classes are a further disaggregation of portfolio segments based on the risk characteristics of the loans and the Company's method for monitoring and assessing credit risk.

Portfolio segments of the loan portfolio are as follows (in thousands):


	March 31, 2024								December 31, 2023
	Fixed Rate		Variable Rate		Non-accrual		Total		Fixed Rate		Variable Rate		Non-accrual		Total
Commercial	$	3,597,543	$	11,460,704	$	74,620	$	15,132,867	$	3,558,563	$	11,135,075	$	110,131	$	14,803,769
Commercial real estate	784,301		4,430,289		22,087		5,236,677		791,757		4,538,570		7,320		5,337,647
Loans to individuals	2,315,236		1,464,972		22,808		3,803,016		2,282,914		1,452,620		28,018		3,763,552
Total	$	6,697,080	$	17,355,965	$	119,515	$	24,172,560	$	6,633,234	$	17,126,265	$	145,469	$	23,904,968

Credit Commitments

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. At March 31, 2024, outstanding commitments totaled $14.4 billion. Because some commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. BOK Financial uses the same credit policies in making commitments as it does loans.

The amount of collateral obtained, if deemed necessary, is based upon management's credit evaluation of the borrower.

- 59 -

Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Because the credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan commitments, BOK Financial uses the same credit policies in evaluating the creditworthiness of the customer. Additionally, BOK Financial uses the same evaluation process in obtaining collateral on standby letters of credit as it does for loan commitments. The term of these standby letters of credit is defined in each commitment and typically corresponds with the underlying loan commitment. At March 31, 2024, outstanding standby letters of credit totaled $734 million.

Allowances for Credit Losses and Accrual for Off-balance Sheet Credit Risk from Unfunded Loans Commitments

The allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments represent the portion of the amortized cost basis of loans that we do not expect to collect over the asset's contractual life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions. The appropriateness of the allowance for credit losses, including industry and product adjustments, is assessed quarterly by a senior management Allowance Committee. This review is based on an ongoing evaluation of the estimated expected credit losses in the portfolio and on unused commitments to provide financing. A well-documented methodology has been developed and is applied by an independent Credit Administration department to assure consistency across the Company.

The allowance for loan losses consists of specific allowances attributed to certain individual loans, generally nonaccruing loans, with dissimilar risk characteristics that have not yet been charged down to amounts we expect to recover and general allowances for estimated credit losses on pools of loans that share similar risk characteristics.

When full collection of principal or interest is uncertain, the loan's risk characteristics have changed, and we exclude the loan from the general allowance pool, typically designating it as nonaccruing. For these loans, a specific allowance reflects the expected credit loss.

We measure specific allowances for loans excluded from the general allowance pool by an evaluation of estimated future cash flows discounted at the loan's initial effective interest rate or the fair value of collateral for certain collateral dependent loans. For a non-collateral dependent loan, the specific allowance is the amount by which the loan's amortized cost basis exceeds its net realizable value. We measure the specific allowance for collateral dependent loans as the amount by which the loan's amortized cost basis exceeds its fair value. When repayment is expected to be provided substantially through the sale of collateral, we deduct estimated selling costs from the collateral's fair value. Generally, for real property held as collateral for loans, third-party appraisals that conform to Uniform Standards of Professional Appraisal Practice serve as the basis for the fair value of real property held as collateral. These appraised values are on an "as-is" basis and generally are not adjusted by the Company. We obtain updated appraisals at least annually or more frequently if market conditions indicate collateral values may have declined. For energy loans, our internal staff of engineers generally determines collateral value of mineral rights based on projected cash flows from proven oil and gas reserves under existing economic and operating conditions. For real property held as collateral for other loans, third-party appraisals that conform to Uniform Standards of Professional Appraisal Practice generally serve as the basis for the fair value. These appraised values are on an "as-is" basis and generally are not adjusted by the Company. We obtain updated appraisals at least annually or more frequently if market conditions indicate collateral values may have declined. Our special assets staff generally determines the value of other collateral based on projected liquidation cash flows under current market conditions. We evaluate collateral values and available cash resources quarterly. Historical statistics may be used to estimate specific allowances in limited situations, such as when a collateral dependent loan is removed from the general allowance pool near the end of a reporting period until an appraisal of collateral value is received or a full assessment of future cash flows is completed.

General allowances estimate expected credit losses on pools of loans sharing similar risk characteristics that are expected to occur over the loan's estimated remaining life. The loan's estimated remaining life represents the contractual term adjusted for amortization, estimates of prepayments, and borrower-owned extension options. Approximately 90% of the committed dollars in the loan portfolio is risk graded loans with general allowance model inputs that include probability of default, loss given default, and exposure at default. Probability of default is based on the migration of loans from performing to nonperforming using historical life of loan analysis periods. Loss given default is based on the aggregate losses incurred, net of estimated recoveries. Exposure at default represents an estimate of the outstanding amount of credit exposure at the time a default may occur.

Charge-off migration is used to calculate the general allowance for the majority of non-risk graded loans to individuals. The expected credit loss on less than 10% of the committed dollars in the portfolio is calculated using charge-off migration.

- 60 -

The expected credit loss on approximately 1% of the committed dollars in the portfolio is calculated using a non-modeled approach. Specifically, the calculation applies a long-term net charge-off rate to the loan balances, adjusted for the weighted average remaining maturity of each portfolio.

In estimating the expected credit losses for general allowances on performing risk-graded loans, each portfolio class is assigned relevant economic loss drivers which best explain variations in portfolio net loss rates. The probability of default estimates for each portfolio class are adjusted for current and forecasted economic conditions. The result is applied to the exposure at default and loss given default to calculate the lifetime expected credit loss estimate. Selection of relevant economic loss drivers is re-evaluated periodically and involves statistical analysis as well as management judgment. The unemployment rate factors significantly in the allowance for loan losses calculation, affecting commercial and loans to individuals segments. Other primary factors impacting the commercial portfolio include BBB corporate spreads, real gross domestic product growth rate, and energy commodity prices. The primary commercial real estate variables are vacancy rate and BBB corporate spreads. In addition to the unemployment rate, the forecast for loans to individuals is tied to a home price index. The forecasts may include regional economic factors when localized conditions diverge from national conditions.

An Economic Forecast Committee, consisting of senior management with members largely independent of the allowance process develops a twelve-month forward-looking forecast for the relevant economic loss drivers. Management develops these forecasts based on external data as well as a view of future economic conditions which may include adjustments for regional conditions. The forecast includes three economic scenarios and probability weights for each scenario. The base forecast represents management's view of the most likely outcome, while the downside forecast reflects reasonably possible worsening economic conditions, and the upside forecast projects reasonably possible improving conditions.

At the end of the one-year reasonable and supportable forecast period, we transition from shorter-term expected losses to long-term loss averages for the loan's estimated remaining life. The difference between short-term loss forecasts and long-term loss averages is run-off over the reversion horizon, up to three years, depending on the forecasted economic scenarios.

General allowances also consider the estimated impact of factors that are not captured in the modeled results or historical experience. These factors may increase or decrease modeled results by amounts determined by the Allowance Committee. Factors not captured in modeled results or historical experience may include for example, new lines of business, market conditions that have not been previously encountered, observed changes in credit risk that are not yet reflected in macro-economic factors, or economic conditions that impact loss given default assumptions.

The accrual for off-balance sheet credit risk is maintained at a level that is appropriate to cover estimated losses associated with credit instruments that are not currently recognized as assets such as loan commitments, standby letters of credit or guarantees that are not unconditionally cancelable by the bank. This accrual is included in other liabilities in the Consolidated Balance Sheets. The appropriateness of the accrual is determined in the same manner as the allowance for loan losses, with the added consideration of commitment usage over the remaining life for those loans that the bank can not unconditionally cancel.

A provision for credit losses is charged against or credited to earnings in amounts necessary to maintain an appropriate Allowance for Credit Losses. Recoveries of loans previously charged off are added to the allowance when received.

- 61 -

The activity in the allowance for loan losses and the allowance for off-balance sheet credit losses related to loan commitments and standby letters of credit is summarized as follows (in thousands):


	Three Months Ended
	March 31, 2024
	Commercial		Commercial Real Estate		Loans to Individuals		Total
Allowance for loan losses:
Beginning balance	$	141,232	$	94,718	$	41,173	$	277,123


Provision for loan losses	8,311		3,995		(2,346)		9,960
Loans charged off	(4,240)		(1,250)		(1,570)		(7,060)
Recoveries of loans previously charged off	964		16		620		1,600
Ending balance	$	146,267	$	97,479	$	37,877	$	281,623

Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance	$	19,762	$	27,439	$	1,776	$	48,977


Provision for off-balance sheet credit risk	(1,972)		426		(112)		(1,658)
Ending balance	$	17,790	$	27,865	$	1,664	$	47,319



	Three Months Ended
	March 31, 2023
	Commercial		Commercial Real Estate		Loans to Individuals		Total
Allowance for loan losses:
Beginning balance	$	131,586	$	57,648	$	46,470	$	235,704


Provision for loan losses	6,330		10,426		(2,231)		14,525
Loans charged off	(12)		(2,208)		(1,447)		(3,667)
Recoveries of loans previously charged off	1,994		137		767		2,898
Ending balance	$	139,898	$	66,003	$	43,559	$	249,460

Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance	$	18,246	$	40,490	$	2,183	$	60,919


Provision for off-balance sheet credit risk	2,362		(279)		(59)		2,024
Ending balance	$	20,608	$	40,211	$	2,124	$	62,943

An $8.0 million provision for credit losses was necessary for the first quarter of 2024, reflecting continued loan growth and a stable economic outlook.

The allowance for loan losses and recorded investment of the related loans by portfolio segment for each measurement method at March 31, 2024 is as follows (in thousands):


	Collectively Measured for General Allowances				Individually Measured for Specific Allowances				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	15,058,247	$	143,307	$	74,620	$	2,960	$	15,132,867	$	146,267
Commercial real estate	5,214,590		97,479		22,087		—		5,236,677		97,479

Loans to individuals	3,780,208		37,877		22,808		—		3,803,016		37,877
Total	$	24,053,045	$	278,663	$	119,515	$	2,960	$	24,172,560	$	281,623

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The allowance for loan losses and recorded investment of the related loans by portfolio segment for each measurement method at December 31, 2023 is as follows (in thousands):


	Collectively Measured for General Allowances				Individually Measured for Specific Allowances				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	14,693,638	$	138,540	$	110,131	$	2,692	$	14,803,769	$	141,232
Commercial real estate	5,330,327		94,718		7,320		—		5,337,647		94,718

Loans to individuals	3,735,534		41,173		28,018		—		3,763,552		41,173
Total	$	23,759,499	$	274,431	$	145,469	$	2,692	$	23,904,968	$	277,123

Credit Quality Indicators

The Company utilizes risk grading as primary credit quality indicators as it influences the probability of default which is a key attribute in the expected credit losses calculation. Substantially all commercial as well as commercial real estate loans and certain loans to individuals are risk graded based on a quarterly evaluation of the borrowers' ability to repay the loans. Certain commercial loans and most loans to individuals are small, homogeneous pools that are not risk-graded. The credit quality of these loans is based on past due days in accordance with regulatory guidelines.

We have included in the credit quality indicator "pass" loans that are in compliance with the original terms of the agreement and currently exhibit no factors that cause management to have doubts about the borrowers' ability to remain in compliance with the original terms of the agreement, which is consistent with the regulatory guideline of "pass". This also includes past due residential mortgages that are guaranteed by agencies of the U.S. government that continue to accrue interest based on criteria of the guarantors' programs.

Other loans especially mentioned ("Special Mention") are currently performing in compliance with the original terms of the agreement but may have a potential weakness that deserves management's close attention, consistent with regulatory guidelines. Non-graded loans 30 to 59 days past due are categorized as Special Mention.

The risk grading process identifies certain loans that have a well-defined weakness (for example, inadequate debt service coverage or liquidity or marginal capitalization; repayment may depend on collateral or other risk mitigation) that may jeopardize liquidation of the debt and represent a greater risk due to deterioration in the financial condition of the borrower. This is consistent with the regulatory guideline for "substandard". Because the borrowers are still performing in accordance with the original terms of the loan agreements, these loans remain on accruing status. Non-graded loans 60 to 89 days past due are categorized as Accruing Substandard.

Nonaccruing loans represent loans for which full collection of principal and interest is uncertain. This includes certain loans considered "substandard" and all loans considered "doubtful" by regulatory guidelines. Non-graded loans 90 or more days past due are categorized as Nonaccrual.

Probability of default is lowest for pass graded loans and increases for each credit quality indicator, Special Mention, and Accruing Substandard.

Vintage represents the year of origination, except for revolving loans which are considered in aggregate. Loans that were once revolving but have converted to term loans without additional underwriting appear in a separate vintage column.

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The following table summarizes the Company’s loan portfolio at March 31, 2024 by the risk grade categories and vintage (in thousands):


	Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
Commercial:
Healthcare
Pass	$	165,523	$	638,346	$	924,230	$	573,778	$	382,923	$	1,095,684	$	288,056	$	14	$	4,068,554
Special Mention	—		15,000		—		1,254		—		20,027		855		—		37,136
Accruing Substandard	—		1,492		429		18,397		58,753		10,896		975		—		90,942
Nonaccrual	—		—		—		—		—		49,307		—		—		49,307
Total healthcare	165,523		654,838		924,659		593,429		441,676		1,175,914		289,886		14		4,245,939
Loans charged off, year-to-date	—		—		—		—		—		502		—		—		502



Services
Pass	183,565		786,684		514,841		380,227		219,684		725,856		677,588		534		3,488,979
Special Mention	—		—		1,042		1,305		1,321		9,243		31		—		12,942
Accruing Substandard	—		—		13,380		155		341		7,204		2,351		750		24,181
Nonaccrual	—		—		—		1,487		349		—		1,483		—		3,319
Total services	183,565		786,684		529,263		383,174		221,695		742,303		681,453		1,284		3,529,421
Loans charged off, year-to-date	—		—		—		—		—		—		—		—		—



Energy
Pass	58,061		141,197		90,222		13,033		7,447		20,635		3,067,570		—		3,398,165
Special Mention	—		—		—		—		—		—		13,950		—		13,950
Accruing Substandard	—		—		—		—		—		—		16,613		—		16,613
Nonaccrual	—		—		—		—		—		89		14,902		—		14,991
Total energy	58,061		141,197		90,222		13,033		7,447		20,724		3,113,035		—		3,443,719
Loans charged off, year-to-date	—		—		—		—		—		—		—		—		—



General business
Pass	285,096		845,326		383,429		215,106		134,121		378,163		1,569,156		1,945		3,812,342
Special Mention	—		6,110		8,244		8,594		—		1,602		10,611		6		35,167
Accruing Substandard	—		3,375		37,682		1,280		1,235		6,701		9,003		—		59,276
Nonaccrual	—		994		101		—		—		42		5,862		4		7,003
Total general business	285,096		855,805		429,456		224,980		135,356		386,508		1,594,632		1,955		3,913,788
Loans charged off, year-to-date	—		27		1,399		—		—		158		2,154		—		3,738


Total commercial	692,245		2,438,524		1,973,600		1,214,616		806,174		2,325,449		5,679,006		3,253		15,132,867

Commercial real estate:
Pass	18,763		418,504		2,059,848		1,061,396		386,041		1,127,922		119,823		—		5,192,297
Special Mention	—		440		—		—		—		16,527		—		—		16,967
Accruing Substandard	—		—		—		—		—		5,326		—		—		5,326
Nonaccrual	—		2,992		—		—		—		19,095		—		—		22,087
Total commercial real estate	18,763		421,936		2,059,848		1,061,396		386,041		1,168,870		119,823		—		5,236,677
Loans charged off, year-to-date	—		—		—		—		—		1,250		—		—		1,250

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	Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
Loans to individuals:
Residential mortgage
Pass	96,002		405,724		319,050		336,878		343,246		284,962		367,761		21,386		2,175,009
Special Mention	—		225		167		3		—		161		3,290		—		3,846
Accruing Substandard	—		—		—		—		—		—		279		1		280
Nonaccrual	—		120		414		351		522		8,994		2,441		607		13,449
Total residential mortgage	96,002		406,069		319,631		337,232		343,768		294,117		373,771		21,994		2,192,584
Loans charged off, year-to-date	—		—		—		—		—		2		5		—		7



Residential mortgage guaranteed by U.S. government agencies
Pass	—		361		3,012		2,204		3,806		120,856		—		—		130,239


Nonaccrual	—		—		—		—		280		8,937		—		—		9,217
Total residential mortgage guaranteed by U.S. government agencies	—		361		3,012		2,204		4,086		129,793		—		—		139,456




Personal:
Pass	91,355		215,282		210,876		145,542		124,996		186,791		493,653		100		1,468,595
Special Mention	—		28		13		51		13		3		—		—		108
Accruing Substandard	—		—		24		—		1		144		1,962		—		2,131
Nonaccrual	—		31		29		12		9		12		32		17		142
Total personal	91,355		215,341		210,942		145,605		125,019		186,950		495,647		117		1,470,976
Loans charged off, year-to-date1	1,461		40		45		12		—		—		—		5		1,563



Total loans to individuals	187,357		621,771		533,585		485,041		472,873		610,860		869,418		22,111		3,803,016
Total loans	$	898,365	$	3,482,231	$	4,567,033	$	2,761,053	$	1,665,088	$	4,105,179	$	6,668,247	$	25,364	$	24,172,560

1 Includes charge-offs on deposit overdrafts, which are generally charged off at 60 days past due.

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The following table summarizes the Company's loan portfolio at December 31, 2023 by the risk grade categories and vintage (in thousands):


	Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
Commercial:
Healthcare
Pass	650,768		895,602		590,736		409,001		331,897		809,858		281,378		15		3,969,255
Special Mention	—		—		—		21,791		—		31,235		5		—		53,031
Accruing Substandard	—		2,128		18,508		6,911		—		10,896		975		—		39,418
Nonaccrual	—		—		—		30,290		23,129		28,110		—		—		81,529
Total healthcare	650,768		897,730		609,244		467,993		355,026		880,099		282,358		15		4,143,233


Loans charged off, year-to-date	—		—		—		—		2,500		—		—		—		2,500
Services
Pass	900,090		526,776		401,872		228,818		106,112		643,477		730,729		595		3,538,469
Special Mention	—		1,085		1,520		1,341		534		4,522		81		—		9,083
Accruing Substandard	—		13,712		178		326		3,972		3,746		3,108		13		25,055
Nonaccrual	—		—		1,635		338		—		—		1,643		—		3,616
Total services	900,090		541,573		405,205		230,823		110,618		651,745		735,561		608		3,576,223


Loans charged off, year-to-date	—		—		3,060		—		—		—		2,642		—		5,702
Energy
Pass	$	190,122	$	100,006	$	43,769	$	7,876	$	9,562	$	11,583	$	3,025,590	$	—	$	3,388,508
Special Mention	—		—		—		—		—		—		13,950		—		13,950
Accruing Substandard	—		—		—		—		—		—		16,800		—		16,800
Nonaccrual	—		—		—		—		—		99		17,744		—		17,843
Total energy	190,122		100,006		43,769		7,876		9,562		11,682		3,074,084		—		3,437,101


Loans charged off, year-to-date	—		—		—		—		—		—		—		—		—
General business
Pass	942,468		436,832		224,735		138,951		101,100		287,744		1,389,128		2,164		3,523,122
Special Mention	10,264		16,167		8,420		1,253		321		8,295		897		—		45,617
Accruing Substandard	4,401		33,194		1,716		27		—		—		31,992		—		71,330
Nonaccrual	—		1,134		—		—		—		48		5,956		5		7,143
Total general business	957,133		487,327		234,871		140,231		101,421		296,087		1,427,973		2,169		3,647,212


Loans charged off, year-to-date	—		—		4,598		2		—		48		10		38		4,696
Total commercial	2,698,113		2,026,636		1,293,089		846,923		576,627		1,839,613		5,519,976		2,792		14,803,769

Commercial real estate:
Pass	396,891		1,941,913		1,194,759		416,647		513,555		705,092		136,095		—		5,304,952
Special Mention	—		476		—		—		—		19,171		—		—		19,647
Accruing Substandard	2,992		—		3		—		—		2,733		—		—		5,728
Nonaccrual	—		—		—		—		7,170		150		—		—		7,320
Total commercial real estate	399,883		1,942,389		1,194,762		416,647		520,725		727,146		136,095		—		5,337,647


Loans charged off, year-to-date	—		—		—		—		—		8,446		—		—		8,446

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	Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
Loans to individuals:
Residential mortgage
Pass	426,089		320,733		342,927		349,742		54,801		243,356		375,739		23,895		2,137,282
Special Mention	157		140		131		1,361		18		134		2,982		93		5,016
Accruing Substandard	—		150		—		—		37		49		50		—		286
Nonaccrual	79		1,419		237		544		344		12,381		2,387		665		18,056
Total residential mortgage	426,325		322,442		343,295		351,647		55,200		255,920		381,158		24,653		2,160,640


Loans charged off, year-to-date	—		—		51		4		—		17		—		1		73
Residential mortgage guaranteed by U.S. government agencies
Pass	633		1,788		2,220		4,297		6,441		124,719		—		—		140,098


Nonaccrual	—		—		—		280		375		9,054		—		—		9,709
Total residential mortgage guaranteed by U.S. government agencies	633		1,788		2,220		4,577		6,816		133,773		—		—		149,807



Personal:
Pass	218,401		229,580		149,291		136,215		75,348		137,629		503,841		145		1,450,450
Special Mention	66		39		106		30		8		—		1,918		3		2,170
Accruing Substandard	—		64		12		9		144		—		3		—		232
Nonaccrual	4		51		9		16		3		12		158		—		253
Total personal	218,471		229,734		149,418		136,270		75,503		137,641		505,920		148		1,453,105


Loans charged off, year-to-date1	5,636		82		96		43		—		10		6		26		5,899
Total loans to individuals	645,429		553,964		494,933		492,494		137,519		527,334		887,078		24,801		3,763,552
Total loans	$	3,743,425	$	4,522,989	$	2,982,784	$	1,756,064	$	1,234,871	$	3,094,093	$	6,543,149	$	27,593	$	23,904,968

1 Includes charge-offs on deposit overdrafts, which are generally charged off at 60 days past due.

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Nonaccruing Loans

A summary of nonaccruing loans at March 31, 2024 follows (in thousands):


	As of March 31, 2024
	Total		With No Allowance		With Allowance		Related Allowance
Commercial:
Healthcare	$	49,307	$	9,668	$	39,639	$	2,100
Services	3,319		1,542		1,777		460
Energy	14,991		14,991		—		—
General business	7,003		6,362		641		400
Total commercial	74,620		32,563		42,057		2,960

Commercial real estate	22,087		22,087		—		—

Loans to individuals:
Residential mortgage	13,449		13,449		—		—
Residential mortgage guaranteed by U.S. government agencies	9,217		9,217		—		—
Personal	142		142		—		—
Total loans to individuals	22,808		22,808		—		—

Total	$	119,515	$	77,458	$	42,057	$	2,960

A summary of nonaccruing loans at December 31, 2023 follows (in thousands):


	As of December 31, 2023
	Total		With No Allowance		With Allowance		Related Allowance
Commercial:
Healthcare	$	81,529	$	40,372	$	41,157	$	1,478
Services	3,616		1,684		1,932		1,214
Energy	17,843		17,843		—		—
General business	7,143		7,143		—		—
Total commercial	110,131		67,042		43,089		2,692

Commercial real estate	7,320		7,320		—		—

Loans to individuals:
Residential mortgage	18,056		18,056		—		—
Residential mortgage guaranteed by U.S. government agencies	9,709		9,709		—		—
Personal	253		253		—		—
Total loans to individuals	28,018		28,018		—		—

Total	$	145,469	$	102,380	$	43,089	$	2,692

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Loan Modifications to Borrowers Experiencing Financial Difficulty

At March 31, 2024 the Company had $52 million of loan modifications to borrowers experiencing financial difficulty, including $47 million of healthcare loans. Modifications generally consist of interest rate reductions, an other than insignificant payment delay, term extension or a combination. Approximately $51 million of the modifications are term extensions of healthcare, services and general business loans, and $1.8 million are combination modifications to loans to individuals. During the three months ended March 31, 2024, $4.2 million of residential mortgage loans guaranteed by U.S. government agencies that were modified in the previous twelve months defaulted. A payment default is defined as being 30 or more days past due after modification.

At March 31, 2023, the Company had $35 million of loan modifications to borrowers experiencing financial difficulty, including $26 million of healthcare loans and $8.4 million of residential mortgage loans guaranteed by U.S. government agencies, with the entirety of these modifications being combination modifications. During the three months ended March 31, 2023, $511 thousand of residential mortgage loans guaranteed by U.S. government agencies were modified and subsequently defaulted.

Past Due Loans

Past due status for all loan classes is based on the actual number of days since the last payment was due according to the contractual terms of the loans, as modified for short-term payment deferral forbearance.

A summary of loans currently performing and past due as of March 31, 2024 is as follows (in thousands):


			Past Due								Past Due 90 Days or More and Accruing
	Current		30 to 59 Days		60 to 89 Days		90 Days or More		Total
Commercial:
Healthcare	$	4,206,313	$	—	$	—	$	39,626	$	4,245,939	$	—
Services	3,528,567		485		20		349		3,529,421		—
Energy	3,443,719		—		—		—		3,443,719		—
General business	3,905,270		2,054		209		6,255		3,913,788		—
Total commercial	15,083,869		2,539		229		46,230		15,132,867		—

Commercial real estate	5,214,737		11,800		—		10,140		5,236,677		—

Loans to individuals:
Residential mortgage	2,183,027		7,139		737		1,681		2,192,584		—
Residential mortgage guaranteed by U.S. government agencies	55,886		22,873		15,080		45,617		139,456		41,364
Personal	1,469,874		1,055		24		23		1,470,976		—
Total loans to individuals	3,708,787		31,067		15,841		47,321		3,803,016		41,364

Total	$	24,007,393	$	45,406	$	16,070	$	103,691	$	24,172,560	$	41,364

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A summary of loans currently performing and past due as of December 31, 2023 is as follows (in thousands):


			Past Due								Past Due 90 Days or More and Accruing
	Current		30 to 59 Days		60 to 89 Days		90 Days or More		Total
Commercial:
Healthcare	$	4,071,336	$	18,019	$	30,290	$	23,588	$	4,143,233	$	—
Services	3,575,787		2		—		434		3,576,223		—
Energy	3,437,101		—		—		—		3,437,101		—
General business	3,639,775		412		1,157		5,868		3,647,212		—
Total commercial	14,723,999		18,433		31,447		29,890		14,803,769		—

Commercial real estate	5,327,481		2,992		—		7,174		5,337,647		3



Loans to individuals:
Residential mortgage	2,149,927		6,340		1,494		2,879		2,160,640		36
Residential mortgage guaranteed by U.S. government agencies	54,122		25,085		17,053		53,547		149,807		48,201
Personal	1,450,302		2,561		88		154		1,453,105		131
Total loans to individuals	3,654,351		33,986		18,635		56,580		3,763,552		48,368

Total	$	23,705,831	$	55,411	$	50,082	$	93,644	$	23,904,968	$	48,371

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(5) Mortgage Banking Activities

Residential Mortgage Loan Production

The Company originates, markets and services conventional and government-sponsored residential mortgage loans. Generally, conforming fixed-rate residential mortgage loans are held for sale in the secondary market, and non-conforming and adjustable-rate residential mortgage loans are retained for investment. Residential mortgage loans originated for sale by the Company are carried at fair value based on sales commitments and market quotes. Changes in the fair value of mortgage loans held for sale are included in Other operating revenue – Mortgage banking revenue. Residential mortgage loans held for sale also includes the fair value of residential mortgage loan commitments and forward sales commitments, which are considered derivative contracts that have not been designated as hedging instruments for accounting purposes. The volume of mortgage loans originated for sale and secondary market prices are the primary drivers of originating and marketing revenue.

Residential mortgage loan commitments are generally outstanding for 60 to 90 days, which represents the typical period from commitment to originate a residential mortgage loan to when the closed loan is sold to an investor. Residential mortgage loan commitments are subject to both credit and interest rate risk. Credit risk is managed through underwriting policies and procedures, including collateral requirements, which are generally accepted by the secondary loan markets. Exposure to interest rate fluctuations is partially managed through forward sales of residential mortgage-backed securities and forward sales contracts. These latter contracts set the price for loans that will be delivered in the next 60 to 90 days.

The unpaid principal balance of residential mortgage loans held for sale, notional amounts of derivative contracts related to residential mortgage loan commitments and forward contract sales and their related fair values included in Mortgage loans held for sale on the Consolidated Balance Sheets were (in thousands):


	March 31, 2024				December 31, 2023
	Unpaid Principal Balance/ Notional		Fair Value		Unpaid Principal Balance/ Notional		Fair Value
Residential mortgage loans held for sale	$	73,937	$	73,090	$	56,922	$	56,457
Residential mortgage loan commitments	67,951		2,473		34,783		1,379
Forward sales contracts	108,070		(114)		75,448		(901)
			$	75,449			$	56,935

No residential mortgage loans held for sale were 90 days or more past due or considered impaired as of March 31, 2024 or December 31, 2023. No credit losses were recognized on residential mortgage loans held for sale for the three month period ended March 31, 2024 and 2023.

Mortgage banking revenue was as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Production revenue:
Net realized gains (losses) on sale of mortgage loans	$	2,026	$	(1,731)
Net change in unrealized gain (loss) on mortgage loans held for sale	(382)		370
Net change in the fair value of mortgage loan commitments	1,094		1,640
Net change in the fair value of forward sales contracts	787		(912)
Total production revenue (loss)	3,525		(633)
Servicing revenue	15,442		15,000
Total mortgage banking revenue	$	18,967	$	14,367

Production revenue includes gain (loss) on residential mortgage loans held for sale and changes in the fair value of derivative contracts not designated as hedging instruments for accounting purposes related to residential mortgage loan commitments and forward sales contracts. Servicing revenue includes servicing fee income and late charges on loans serviced for others.

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Residential Mortgage Servicing

Mortgage servicing rights may be originated or purchased. Both originated and purchased mortgage servicing rights are initially recognized at fair value. The Company has elected to carry all mortgage servicing rights at fair value. Changes in the fair value are recognized in earnings as they occur. The unpaid principal balance of loans serviced for others is the primary driver of servicing revenue.

The following represents a summary of mortgage servicing rights (dollars in thousands):


	March 31, 2024			December 31, 2023
Number of residential mortgage loans serviced for others	122,276			115,967
Outstanding principal balance of residential mortgage loans serviced for others	$	21,432,048		$	20,382,192
Weighted average interest rate	3.66		%	3.64		%
Remaining term (in months)	278			280

The following represents activity in capitalized mortgage servicing rights (in thousands):


	Three Months Ended March 31,
	2024		2023
Beginning Balance	$	293,884	$	277,608
Additions	2,516		2,500
Acquisitions	17,400		31,138

Change in fair value due to principal payments	(5,447)		(5,384)
Change in fair value due to market assumption changes	10,977		(6,059)
Ending Balance	$	319,330	$	299,803

Changes in the fair value of mortgage servicing rights due to market assumption changes are included in Other operating revenue in the Consolidated Statements of Earnings. Changes in fair value due to principal payments are included in Mortgage banking costs.

Mortgage servicing rights are not traded in active markets. Fair value is determined by discounting the projected net cash flows. Significant market assumptions used to determine fair value based on significant unobservable inputs were as follows:


	March 31, 2024	December 31, 2023
Discount rate – risk-free rate plus a market premium	9.82%	9.72%
Prepayment rate - based upon loan interest rate, original term and loan type	6.83%	7.34%
Loan servicing costs – annually per loan based upon loan type:
Performing loans	$73 - $94	$69 - $94
Delinquent loans	$150 - $500	$150 - $500
Loans in foreclosure	$875 - $8,000	$875 - $8,000
Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life	4.27%	3.90%
Primary/secondary mortgage rate spread	115 bps	105 bps
Delinquency rate	2.06%	2.06%

Changes in primary residential mortgage interest rates directly affect the prepayment speeds used in valuing our mortgage servicing rights. A separate third-party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults and other relevant factors. The prepayment model is updated periodically for changes in market conditions and adjusted to better correlate with actual performance of BOK Financial's servicing portfolio.

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(6) Commitments and Contingent Liabilities

Litigation Contingencies

As a member of Visa, BOK Financial is obligated for a proportionate share of certain covered litigation losses incurred by Visa under a retrospective responsibility plan. A contingent liability was recognized for the Company’s share of Visa’s covered litigation liabilities. Visa funded an escrow account to cover litigation claims, including covered litigation losses under the retrospective responsibility plan, with proceeds from its initial public offering in 2008 and from available cash.

BOK Financial currently owns 252,233 Visa Class B-1 shares (formerly Class B). On January 23, 2024, Visa, Inc. stockholders approved an option to convert up to 50% of our Class B-1 shares to Visa Class C shares and subsequently to freely transferable Visa Class A common shares (the "Exchange Offer") subject to holding periods and certain other conditions contained in the Exchange Offer. The Exchange Offer opened on April 8, 2024, and is scheduled to expire at the end of the day on May 3, 2024. The Company tendered its Class B-1 Visa shares under the Exchange Offer and expects to monetize up to 50% of the Class B-1 shares. Conversion of Class B-1 shares would not reduce our proportionate share of the covered litigation losses which may dilute our remaining Class B shares if the escrow fund is not adequate to cover final litigation costs.

BOKF, NA is subject to litigation related to its role as Indenture Trustee for multiple municipal bonds to which Christopher Brogdon acted as borrower. The principal amount of the bonds remaining unpaid at this time is $33 million. Mr. Brogdon is obligated to pay the bonds in full by virtue of a Judgment in the USDC of New Jersey which allows the Securities and Exchange Commission to pursue collection to satisfy the Judgment, which the SEC continues to pursue. The remaining cases are (i) Robert Elliot & Marvin Loeb on behalf of a class of persons purchasing bonds in multiple municipal bond issuances v. BOKF, NA, USDC District of New Jersey, Case No. 2:16-cv-05218-KM-JBC (commenced 11/20/2015); and (ii) Burn Rose, LLC et al v. BOKF, NA d/b/a BOK, Tulsa County District Court Case, No. CJ-2016-03325 (commenced 9/22/2016). In the New Jersey Class Action and the Tulsa County Burn Rose action, the claimants allege that BOKF, NA was complicit in the fraud committed by Mr. Brogdon. BOKF, NA has multiple defenses to the claims, including the defense that it is exculpated by the terms of the various bond indentures. No action has been taken in the class action by the plaintiffs to establish the class and the amount of the damages, if any, cannot be reasonably estimated. Approximately $3 million is claimed as damages in the Burn Rose action. Management is advised that a loss on the claims in both the Class Action and the Burn Rose action is not probable.

In the ordinary course of business, BOK Financial and its subsidiaries are subject to legal actions and complaints. Management believes, based upon the opinion of counsel, that the actions and liability or loss, if any, resulting from the final outcomes of the proceedings, will not have a material effect on the Company's financial condition, results of operations or cash flows.

Alternative Investment Commitments

The Company invests in several tax credit entities and other funds as permitted by banking regulations. Consolidation of these investments is based on the variable interest model.

At March 31, 2024, the Company has $405 million in interests in various alternative investments generally consisting of unconsolidated limited partnership interests in entities for which investment return is in the form of low income housing tax credits or other investments in merchant banking activities. These investments are recognized in Other assets on the Consolidated Balance Sheets. This investment balance also includes $99 million of unfunded commitments included in Other liabilities on the Consolidated Balance Sheets.

(7) Shareholders' Equity

On April 30, 2024, the Company declared a quarterly cash dividend of $0.55 per common share payable on or about May 30, 2024 to shareholders of record as of May 15, 2024.

Dividends declared were $0.55 per share during the three months ended March 31, 2024 and $0.54 per share during the three months ended March 31, 2023.

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Accumulated Other Comprehensive Income (Loss)

AOCI includes unrealized gains and losses on AFS securities. AOCI also includes unrealized losses on AFS securities that were transferred from AFS to investment securities in the second quarter of 2022. Such amounts are being amortized over the estimated remaining life of the security as an adjustment to yield, offsetting the related amortization of premium on the transferred securities. Gains and losses in AOCI are net of deferred income taxes.

A rollforward of the components of accumulated other comprehensive income (loss) is included as follows (in thousands):


	Unrealized Gain (Loss) on
	Available for Sale Securities		Investment Securities Transferred from AFS		Total
Balance, Dec. 31, 2022	$	(664,618)	$	(172,337)	(836,955)
Net change in unrealized gain (loss)	124,045		—		124,045

Reclassification adjustments included in earnings:
Interest revenue, Investment securities	—		16,051		16,051


Other comprehensive income, before income taxes	124,045		16,051		140,096
Federal and state income taxes	28,179		3,516		31,695
Other comprehensive income, net of income taxes	95,866		12,535		108,401
Balance, March 31, 2023	$	(568,752)	$	(159,802)	$	(728,554)

Balance, Dec. 31, 2023	$	(473,212)	$	(125,888)	$	(599,100)
Net change in unrealized gain (loss)	(71,806)		—		(71,806)

Reclassification adjustments included in earnings:
Interest revenue, Investment securities	—		12,183		12,183

Loss on available for sale securities, net	45,171		—		45,171
Other comprehensive income (loss), before income taxes	(26,635)		12,183		(14,452)
Federal and state income taxes	(6,289)		2,865		(3,424)
Other comprehensive income (loss), net of income taxes	(20,346)		9,318		(11,028)
Balance, March 31, 2024	$	(493,558)	$	(116,570)	$	(610,128)

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(8) Earnings Per Share


(In thousands, except share and per share amounts)	Three Months Ended March 31,
	2024		2023
Numerator:
Net income attributable to BOK Financial Corp. shareholders	$	83,703	$	162,368
Less: Earnings allocated to participating securities	676		1,255
Numerator for basic earnings per share – income available to common shareholders	83,027		161,113
Effect of reallocating undistributed earnings of participating securities	—		—
Numerator for diluted earnings per share – income available to common shareholders	$	83,027	$	161,113

Denominator:
Weighted average shares outstanding	64,812,555		66,849,288
Less: Participating securities included in weighted average shares outstanding	522,450		517,513
Denominator for basic earnings per common share	64,290,105		66,331,775
Dilutive effect of employee stock compensation plans	—		—
Denominator for diluted earnings per common share	64,290,105		66,331,775

Basic earnings per share	$	1.29	$	2.43
Diluted earnings per share	$	1.29	$	2.43

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(9) Reportable Segments

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended March 31, 2024 is as follows (in thousands):


	Commercial		Consumer		Wealth Management		Funds Management and Other		BOK Financial Consolidated
Net interest revenue from external sources	$	282,447	$	7,350	$	6,999	$	(3,224)	$	293,572
Net interest revenue (expense) from internal sources	(37,326)		94,799		33,110		(90,583)		—
Net interest revenue	245,121		102,149		40,109		(93,807)		293,572
Net loans charged off and provision for credit losses	4,160		1,808		(15)		2,047		8,000
Net interest revenue after provision for credit losses	240,961		100,341		40,124		(95,854)		285,572
Other operating revenue	50,006		36,207		118,704		(43,216)		161,701
Other operating expense	70,095		53,447		99,535		117,307		340,384
Net direct contribution	220,872		83,101		59,293		(256,377)		106,889
Gain (loss) on financial instruments, net	167		(9,663)		—		9,496		—
Change in fair value of mortgage servicing rights	—		10,977		—		(10,977)		—
Gain (loss) on repossessed assets, net	—		107		—		(107)		—
Corporate expense allocations	18,397		14,172		14,558		(47,127)		—
Net income before taxes	202,642		70,350		44,735		(210,838)		106,889
Federal and state income taxes	49,392		16,546		10,570		(53,313)		23,195
Net income	153,250		53,804		34,165		(157,525)		83,694
Net income attributable to non-controlling interests	—		—		—		(9)		(9)
Net income attributable to BOK Financial Corp. shareholders	$	153,250	$	53,804	$	34,165	$	(157,516)	$	83,703

Average assets	$	29,806,817	$	9,391,981	$	15,759,328	$	(4,930,554)	$	50,027,572

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended March 31, 2023 is as follows (in thousands):


	Commercial		Consumer		Wealth Management		Funds Management and Other		BOK Financial Consolidated
Net interest revenue from external sources	$	287,988	$	21,146	$	20,940	$	22,274	$	352,348
Net interest revenue (expense) from internal sources	(3,932)		88,235		33,166		(117,469)		—
Net interest revenue	284,056		109,381		54,106		(95,195)		352,348
Net loans charged off and provision for credit losses	76		1,184		(24)		14,764		16,000
Net interest revenue after provision for credit losses	283,980		108,197		54,130		(109,959)		336,348
Other operating revenue	56,845		30,610		108,911		(18,501)		177,865
Other operating expense	73,134		50,198		82,039		100,441		305,812
Net direct contribution	267,691		88,609		81,002		(228,901)		208,401
Gain (loss) on financial instruments, net	(58)		(4,673)		—		4,731		—
Change in fair value of mortgage servicing rights	—		(6,059)		—		6,059		—
Gain (loss) on repossessed assets, net	859		14		—		(873)		—
Corporate expense allocations	17,718		11,622		12,360		(41,700)		—
Net income before taxes	250,774		66,269		68,642		(177,284)		208,401
Federal and state income taxes	60,543		15,586		16,195		(46,419)		45,905
Net income	190,231		50,683		52,447		(130,865)		162,496
Net loss attributable to non-controlling interests	—		—		—		128		128
Net income attributable to BOK Financial Corp. shareholders	$	190,231	$	50,683	$	52,447	$	(130,993)	$	162,368

Average assets	$	28,162,934	$	9,934,511	$	11,663,096	$	(3,778,073)	$	45,982,468

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(10) Fees and Commissions Revenue

Fees and commissions revenue is generated through the sales of products, consisting primarily of financial instruments, and the performance of services for customers under contractual obligations. Revenue from providing services for customers is recognized at the time services are provided in an amount that reflects the consideration we expect to be entitled to for those services. Revenue is recognized based on the application of five steps:

•Identify the contract with a customer

•Identify the performance obligations in the contract

•Determine the transaction price

•Allocate the transaction price to the performance obligations in the contract

•Recognize revenue when (or as) the Company satisfies a performance obligation

For contracts with multiple performance obligations, individual performance obligations are accounted for separately if the customer can benefit from the good or service on its own or with other resources readily available to the customer, and the promise to transfer goods and services to the customer is separately identifiable in the contract. The transaction price is allocated to the performance obligations based on relative standalone selling prices.

Revenue is recognized on a gross basis whenever we have primary responsibility and risk in providing the services or products to our customers and have discretion in establishing the price for the services or products. Revenue is recognized on a net basis whenever we act as an agent for products or services of others.

Brokerage and trading revenue includes revenues from trading, customer hedging, retail brokerage and investment banking. Trading revenue includes net realized and unrealized gains primarily related to sales of securities to institutional customers and related derivative contracts. Customer hedging revenue includes realized and unrealized changes in the fair value of derivative contracts held for customer risk management programs including credit valuation adjustments, as necessary. We offer commodity, interest rate, foreign exchange and equity derivatives to our customers. These customer contracts are offset with contracts with selected counterparties and exchanges to minimize changes in market risk from changes in commodity prices, interest rates or foreign exchange rates. Retail brokerage revenue represents fees and commissions earned on sales of fixed income securities, annuities, mutual funds and other financial instruments to retail customers. Investment banking revenue includes fees earned upon completion of underwriting and financial advisory services. Investment banking revenue also includes fees earned in conjunction with loan syndications. Insurance brokerage revenues represents fees and commissions earned on placement of insurance products with carriers for property and casualty and health coverage.

Transaction card revenue includes merchant discount fees and electronic funds transfer network fees, net of interchange fees paid to card issuers and assessments paid to card networks. Merchant discount fees represent fees paid by customers for account management and electronic processing of card transactions. Merchant discount fees are recognized at the time the customer's transactions are processed or other services are performed. The Company also maintains the TransFund electronic funds transfer network for the benefit of its members, which includes BOKF, NA. Electronic funds transfer fees are recognized as electronic transactions processed on behalf of its members.

Fiduciary and asset management revenue includes fees from asset management, custody, recordkeeping, investment advisory and administration services. Revenue is recognized on an accrual basis at the time the services are performed and may be based on either the fair value of the account or the service provided.

Deposit service charges and fees include commercial account service charges, overdraft fees, check card fee revenue and automated service charge and other deposit service fees. Fees are recognized at least quarterly in accordance with published deposit account agreements and disclosure statements for retail accounts or contractual agreements for commercial accounts. Item charges for overdraft or non-sufficient funds items are recognized as items are presented for payment. Account balance charges and activity fees are accrued monthly and collected in arrears. Commercial account activity fees may be offset by an earnings credit based on account balances. Check card fees represent interchange fees paid by a merchant bank for transactions processed from cards issued by the Company. Check card fees are recognized when transactions are processed.

Mortgage banking revenue includes revenues recognized in conjunction with the origination, marketing and servicing of conventional and government-sponsored residential mortgage loans. Mortgage production revenue includes net realized gains (losses) on sales of residential mortgage loans in the secondary market and the net change in unrealized gains (losses) on residential mortgage loans held for sale. Mortgage production revenue also includes changes in the fair value of derivative contracts not designated as hedging instruments related to residential mortgage loan commitments and forward sales contracts. Mortgage servicing revenue includes servicing fee income and late charges on loans serviced for others.

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Fees and commissions revenue by reportable segment and primary service line is as follows for the three months ended March 31, 2024 (in thousands):


	Commercial		Consumer		Wealth Management		Funds Management & Other		Consolidated		Out of Scope1		In Scope2
Trading revenue	$	—	$	—	$	37,457	$	—	$	37,457	$	37,457	$	—
Customer hedging revenue	3,743		—		2,020		562		6,325		6,325		—
Retail brokerage revenue	—		—		4,693		—		4,693		—		4,693

Investment banking revenue	3,819		—		6,885		—		10,704		3,094		7,610
Brokerage and trading revenue	7,562		—		51,055		562		59,179		46,876		12,303
TransFund EFT network revenue	20,466		826		(18)		—		21,274		—		21,274
Merchant services revenue	2,180		9		—		—		2,189		—		2,189
Corporate card revenue	1,738		—		179		113		2,030		—		2,030
Transaction card revenue	24,384		835		161		113		25,493		—		25,493
Personal trust revenue	—		—		24,345		—		24,345		—		24,345
Corporate trust revenue	—		—		9,260		—		9,260		—		9,260
Institutional trust & retirement plan services revenue	—		—		16,148		—		16,148		—		16,148
Investment management services and other revenue	—		—		5,552		—		5,552		—		5,552
Fiduciary and asset management revenue	—		—		55,305		—		55,305		—		55,305
Commercial account service charge revenue	14,900		531		546		—		15,977		—		15,977
Overdraft fee revenue	36		5,394		30		—		5,460		—		5,460
Check card revenue	—		5,670		—		—		5,670		—		5,670
Automated service charge and other deposit fee revenue	269		1,236		73		—		1,578		—		1,578
Deposit service charges and fees	15,205		12,831		649		—		28,685		—		28,685
Mortgage production revenue	—		3,525		—		—		3,525		3,525		—
Mortgage servicing revenue	—		16,115		—		(673)		15,442		15,442		—
Mortgage banking revenue	—		19,640		—		(673)		18,967		18,967		—
Other revenue	3,479		2,901		11,534		(4,979)		12,935		7,912		5,023
Total fees and commissions revenue	$	50,630	$	36,207	$	118,704	$	(4,977)	$	200,564	$	73,755	$	126,809

1 Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.

2 In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.

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Fees and commissions revenue by reportable segment and primary service line is as follows for the three months ended March 31, 2023 (in thousands):


	Commercial		Consumer		Wealth Management		Funds Management & Other		Consolidated		Out of Scope1		In Scope2
Trading revenue	$	—	$	—	$	27,598	$	—	$	27,598	$	27,598	$	—
Customer hedging revenue	6,487		—		100		1,767		8,354		8,354		—
Retail brokerage revenue	—		—		3,844		—		3,844		—		3,844
Insurance brokerage revenue	—		—		3,306		—		3,306		—		3,306
Investment banking revenue	3,698		—		5,596		—		9,294		3,598		5,696
Brokerage and trading revenue	10,185		—		40,444		1,767		52,396		39,550		12,846
TransFund EFT network revenue	20,499		908		(17)		2		21,392		—		21,392
Merchant services revenue	2,150		8		—		—		2,158		—		2,158
Corporate card revenue	1,785		—		177		109		2,071		—		2,071
Transaction card revenue	24,434		916		160		111		25,621		—		25,621
Personal trust revenue	—		—		23,527		—		23,527		—		23,527
Corporate trust revenue	—		—		7,660		—		7,660		—		7,660
Institutional trust & retirement plan services revenue	—		—		13,253		—		13,253		—		13,253
Investment management services and other revenue	—		—		6,238		(21)		6,217		—		6,217
Fiduciary and asset management revenue	—		—		50,678		(21)		50,657		—		50,657
Commercial account service charge revenue	12,871		499		477		—		13,847		—		13,847
Overdraft fee revenue	25		4,828		20		—		4,873		—		4,873
Check card revenue	—		5,638		—		1		5,639		—		5,639
Automated service charge and other deposit fee revenue	237		1,313		59		—		1,609		—		1,609
Deposit service charges and fees	13,133		12,278		556		1		25,968		—		25,968
Mortgage production revenue	—		(633)		—		—		(633)		(633)		—
Mortgage servicing revenue	—		15,558		—		(558)		15,000		15,000		—
Mortgage banking revenue	—		14,925		—		(558)		14,367		14,367		—
Other revenue	8,083		2,462		17,073		(10,648)		16,970		8,560		8,410
Total fees and commissions revenue	$	55,835	$	30,581	$	108,911	$	(9,348)	$	185,979	$	62,477	$	123,502

1 Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.

2 In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.

(11) Fair Value Measurements

Fair value is defined by applicable accounting guidance as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal market for the given asset or liability at the measurement date based on market conditions at that date. An orderly transaction assumes exposure to the market for a customary period for marketing activities prior to the measurement date and not a forced liquidation or distressed sale. Certain assets and liabilities are recorded in the Company's financial statements at fair value. Some are recorded on a recurring basis and some on a non-recurring basis.

For some assets and liabilities, observable market transactions and market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. A hierarchy for fair value has been established which categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels are as follows:

Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) - Fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities.

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Significant Other Observable Inputs (Level 2) - Fair value is based on significant other observable inputs which are generally determined based on a single price for each financial instrument provided to us by an applicable third-party pricing service and is based on one or more of the following:

•Quoted prices for similar, but not identical, assets or liabilities in active markets;

•Quoted prices for identical or similar assets or liabilities in inactive markets;

•Inputs other than quoted prices that are observable, such as interest rate and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates;

•Other inputs derived from or corroborated by observable market inputs.

Significant Unobservable Inputs (Level 3) - Fair value is based upon model-based valuation techniques for which at least one significant assumption is not observable in the market.

Transfers between levels are recognized as of the end of the reporting period. There were no transfers in or out of quoted prices in active markets for identical instruments to significant other observable inputs or significant unobservable inputs during the three months ended March 31, 2024 and 2023, respectively. Transfers between significant other observable inputs and significant unobservable inputs during the three months ended March 31, 2024 and 2023 were immaterial.

The underlying methods used by the third-party pricing services are considered in determining the primary inputs used to determine fair values. Management has evaluated the methodologies employed by the third-party pricing services by comparing the price provided by the pricing service with other sources, including brokers' quotes, sales or purchases of similar instruments and discounted cash flows to establish a basis for reliance on the pricing service values. Significant differences between the pricing service provided value and other sources are discussed with the pricing service to understand the basis for their values. Based on all observable inputs, management may adjust prices obtained from third-party pricing services to more appropriately reflect the prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the current market. No significant adjustments were made to prices provided by third-party pricing services at March 31, 2024 or December 31, 2023.

- 80 -

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of March 31, 2024 (in thousands):


	Total		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading securities:
U.S. government securities	$	426,825	$	370,062	$	56,763	$	—
Residential agency mortgage-backed securities	4,898,485		—		4,898,485		—
Municipal securities	67,120		—		67,120		—

Other trading securities	48,608		—		48,608		—
Total trading securities	5,441,038		370,062		5,070,976		—
Available for sale securities:
U.S. Treasury	920		920		—		—
Municipal securities	304,826		—		304,826		—
Residential agency mortgage-backed securities	7,816,688		—		7,816,688		—
Residential non-agency mortgage-backed securities	846,805		—		846,805		—
Commercial agency mortgage-backed securities	3,683,376		—		3,683,376		—
Other debt securities	473		—		—		473
Total available for sale securities	12,653,088		920		12,651,695		473


Fair value option securities — Residential agency mortgage-backed securities	19,805		—		19,805		—

Residential mortgage loans held for sale1	75,449		—		68,285		7,164
Mortgage servicing rights2	319,330		—		—		319,330
Derivative contracts, net of cash collateral3	263,493		10		263,483		—
Liabilities:
Derivative contracts, net of cash collateral3	438,605		649		437,956		—

1Residential mortgage loans held for sale measured at fair value on a recurring basis using significant unobservable inputs (Level 3) consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards and are valued at 77.97% of the unpaid principal balance.

2A reconciliation of the beginning and ending fair value of mortgage servicing rights and disclosures of significant assumptions used to determine fair value are presented in Note 5, Mortgage Banking Activities.

3See Note 3 for detail of fair value of derivative contracts by contract type. Derivative contracts in asset and liability positions that were valued based on quoted prices in active markets for identical instruments (Level 1) are primarily exchange-traded interest rate derivative contracts held for trading purposes.

- 81 -

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of December 31, 2023 (in thousands):


	Total		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading securities:
U.S. government securities	$	10,959	$	9,017	$	1,942	$	—
Residential agency mortgage-backed securities	5,105,137		—		5,105,137		—
Municipal securities	37,413		—		37,413		—
Other trading securities	39,996		—		39,996		—
Total trading securities	5,193,505		9,017		5,184,488		—
Available for sale securities:
U.S. Treasury	925		925		—		—
Municipal securities	502,833		—		502,833		—
Residential agency mortgage-backed securities	6,834,720		—		6,834,720		—
Residential non-agency mortgage-backed securities	799,877		—		799,877		—
Commercial agency mortgage-backed securities	4,147,853		—		4,147,853		—
Other debt securities	473		—		—		473
Total available for sale securities	12,286,681		925		12,285,283		473



Fair value option securities — Residential agency mortgage-backed securities	20,671		—		20,671		—
Residential mortgage loans held for sale1	56,935		—		49,749		7,186
Mortgage servicing rights2	293,884		—		—		293,884
Derivative contracts, net of cash collateral3	410,304		—		410,304		—
Liabilities:
Derivative contracts, net of cash collateral3	587,473		2,607		584,866		—

- 82 -

Following is a description of the Company's valuation methodologies used for assets and liabilities measured on a recurring basis:

Securities

The fair values of trading, available for sale and fair value option securities are based on quoted prices for identical instruments in active markets, when available. If quoted prices for identical instruments are not available, fair values are based on significant other observable inputs such as quoted prices of comparable instruments or interest rates and credit spreads, yield curves, volatilities, prepayment speeds and loss severities. The Company has elected to carry all residential mortgage-backed securities guaranteed by U.S. government agencies held as economic hedges against changes in the fair value of mortgage servicing rights at fair value with changes in the fair value recognized in earnings.

The fair value of certain available for sale municipal and other debt securities may be based on significant unobservable inputs. These significant unobservable inputs include limited observed trades, projected cash flows, current credit rating of the issuers and, when applicable, the insurers of the debt and observed trades of similar debt. Discount rates are primarily based on references to interest rate spreads on comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies adjusted for a lack of trading volume. Significant unobservable inputs are developed by investment securities professionals involved in the active trading of similar securities. A summary of significant inputs used to value these securities follows. A management committee composed of senior members from the Company's Corporate Treasury, Risk Management and Finance departments assesses the appropriateness of these inputs quarterly.

Derivatives

All derivative instruments are carried on the balance sheet at fair value. Fair values for exchange-traded contracts are based on quoted prices. Fair values for over-the-counter interest rate, commodity and foreign exchange contracts are based on valuations provided either by third-party dealers in the contracts, quotes provided by independent pricing services, or a third-party provided pricing model that uses significant other observable market inputs.

Credit risk is considered in determining the fair value of derivative instruments. Management determines fair value adjustments based on various risk factors including, but not limited to, current fair value, probability of default and loss given default.

We also consider our own credit risk in determining the fair value of derivative contracts. Changes in our credit rating would affect the fair value of our derivative liabilities. In the event of a credit downgrade, the fair value of our derivative liabilities would increase.

Residential Mortgage Loans Held for Sale

Residential mortgage loans held for sale are carried on the balance sheet at fair value. The Company has elected to carry all residential mortgage loans originated for sale at fair value. Changes in the fair value of these financial instruments are recognized in earnings. The fair values of residential mortgage loans held for sale are based upon quoted market prices of such loans sold in securitization transactions, including related unfunded loan commitments and forward sales contracts. The fair value of mortgage loans that were unable to be sold to U.S. government agencies were determined using quoted prices of loans that are sold in securitization transactions with a liquidity discount applied.

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Fair Value of Assets and Liabilities Measured on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis include collateral for certain nonaccruing loans and real property and other assets acquired to satisfy loans, which are based primarily on comparisons to completed sales of similar assets.

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at March 31, 2024 for which the fair value was adjusted during the three months ended March 31, 2024 (in thousands):


							Fair Value Adjustments for the
	Carrying Value at March 31, 2024						Three Months Ended Mar. 31, 2024 Recognized in:
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Gross charge-offs against allowance for loan losses		Other gains (losses), net
Nonaccruing loans	$	—	$	67	$	23,741	$	4,935	$	—

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at March 31, 2023 for which the fair value was adjusted during the three months ended March 31, 2023 (in thousands):


							Fair Value Adjustments for the
	Carrying Value at March 31, 2023						Three Months Ended Mar. 31, 2023 Recognized in:
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Gross charge-offs against allowance for loan losses		Other gains (losses), net
Nonaccruing loans	$	—	$	—	$	14,040	$	1,991	$	—
Real estate and other repossessed assets	—		547		—		—		(101)

The fair value of collateral-dependent nonaccruing loans secured by real estate and real estate and other repossessed assets and the related fair value adjustments are generally based on unadjusted third-party appraisals. Our appraisal review policies require appraised values to be supported by observed inputs derived principally from or corroborated by observable market data. Appraisals that are not based on observable inputs or that require significant adjustments or fair value measurements that are not based on third-party appraisals are considered to be based on significant unobservable inputs. Non-recurring fair value measurements of collateral-dependent nonaccruing loans and real estate and other repossessed assets based on significant unobservable inputs are generally due to estimates of current fair values between appraisal dates. Significant unobservable inputs include listing prices for the same or comparable assets, uncorroborated expert opinions or management's knowledge of the collateral or industry. Non-recurring fair value measurements of collateral dependent loans secured by mineral rights are generally determined by our internal staff of engineers on projected cash flows under current market conditions and are based on significant unobservable inputs. Projected cash flows are discounted according to risk characteristics of the underlying oil and gas properties. Assets are evaluated to demonstrate with reasonable certainty that crude oil, natural gas and natural gas liquids can be recovered from known oil and gas reservoirs under existing economic and operating conditions at current prices with existing conventional equipment, operating methods and costs. Significant unobservable inputs are developed by asset management and workout professionals and approved by senior Credit Administration executives.

- 84 -

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of March 31, 2024 follows (dollars in thousands):


	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Nonaccruing loans	$	23,741	Discounted cash flows	Management knowledge of industry and non-real estate collateral	17% - 96% (83%)1

1 Represents fair value as a percentage of the unpaid principal balance.

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of March 31, 2023 follows (dollars in thousands):


	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Nonaccruing loans	$	14,040	Discounted cash flows	Management knowledge of industry and non-real estate collateral including, but not limited to, recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs	88% - 88% (88%)1

1 Represents fair value as a percentage of the unpaid principal balance.

- 85 -

Fair Value of Financial Instruments

The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or are measured at fair value on a non-recurring basis as of March 31, 2024 (in thousands):


	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and due from banks	$	801,677	$	801,677	$	801,677	$	—	$	—
Interest-bearing cash and cash equivalents	354,070		354,070		354,070		—		—
Trading securities:
U.S. government securities	426,825		426,825		370,062		56,763		—
Residential agency mortgage-backed securities	4,898,485		4,898,485		—		4,898,485		—
Municipal securities	67,120		67,120		—		67,120		—

Other trading securities	48,608		48,608		—		48,608		—
Total trading securities	5,441,038		5,441,038		370,062		5,070,976		—
Investment securities:
Municipal securities	108,793		112,338		—		12,103		100,235
Residential agency mortgage-backed securities	2,044,972		1,858,027		—		1,858,027		—
Commercial agency mortgage-backed securities	15,990		14,987		—		14,987		—
Other debt securities	16,288		14,713		—		14,713		—
Total investment securities	2,186,043		2,000,065		—		1,899,830		100,235
Allowance for credit losses	(299)		—		—		—		—
Investment securities, net of allowance	2,185,744		2,000,065		—		1,899,830		100,235
Available for sale securities:
U.S. Treasury	920		920		920		—		—
Municipal securities	304,826		304,826		—		304,826		—
Residential agency mortgage-backed securities	7,816,688		7,816,688		—		7,816,688		—
Residential non-agency mortgage-backed securities	846,805		846,805		—		846,805		—
Commercial agency mortgage-backed securities	3,683,376		3,683,376		—		3,683,376		—
Other debt securities	473		473		—		—		473
Total available for sale securities	12,653,088		12,653,088		920		12,651,695		473


Fair value option securities — Residential agency mortgage-backed securities	19,805		19,805		—		19,805		—

Residential mortgage loans held for sale	75,449		75,449		—		68,285		7,164
Loans:
Commercial	15,132,867		15,055,904		—		—		15,055,904
Commercial real estate	5,236,677		5,143,304		—		—		5,143,304

Loans to individuals	3,803,016		3,675,612		—		—		3,675,612
Total loans	24,172,560		23,874,820		—		—		23,874,820
Allowance for loan losses	(281,623)		—		—		—		—
Loans, net of allowance	23,890,937		23,874,820		—		—		23,874,820
Mortgage servicing rights	319,330		319,330		—		—		319,330
Derivative instruments with positive fair value, net of cash collateral	263,493		263,493		10		263,483		—
Deposits with no stated maturity	32,016,638		32,016,638		—		—		32,016,638
Time deposits	3,366,909		3,346,163		—		—		3,346,163
Other borrowed funds	7,986,169		7,986,169		—		—		7,986,169
Subordinated debentures	131,154		118,875		—		118,875		—
Derivative instruments with negative fair value, net of cash collateral	438,605		438,605		649		437,956		—

- 86 -


	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and due from banks	$	947,613	$	947,613	$	947,613	$	—	$	—
Interest-bearing cash and cash equivalents	400,652		400,652		400,652		—		—
Trading securities:
U.S. government securities	10,959		10,959		9,017		1,942		—
Residential agency mortgage-backed securities	5,105,137		5,105,137		—		5,105,137		—
Municipal securities	37,413		37,413		—		37,413		—
Other trading securities	39,996		39,996		—		39,996		—
Total trading securities	5,193,505		5,193,505		9,017		5,184,488		—
Investment securities:
Municipal securities	120,705		125,525		—		12,305		113,220
Residential agency mortgage-backed securities	2,092,083		1,917,810		—		1,917,810		—
Commercial agency mortgage-backed securities	15,914		15,067		—		15,067		—
Other debt securities	15,787		14,184		—		14,184		—
Total investment securities	2,244,489		2,072,586		—		1,959,366		113,220
Allowance for credit losses	(336)		—		—		—		—
Investment securities, net of allowance	2,244,153		2,072,586		—		1,959,366		113,220
Available for sale securities:
U.S. Treasury	925		925		925		—		—
Municipal securities	502,833		502,833		—		502,833		—
Residential agency mortgage-backed securities	6,834,720		6,834,720		—		6,834,720		—
Residential non-agency mortgage-backed securities	799,877		799,877		—		799,877		—
Commercial agency mortgage-backed securities	4,147,853		4,147,853		—		4,147,853		—
Other debt securities	473		473		—		—		473
Total available for sale securities	12,286,681		12,286,681		925		12,285,283		473



Fair value option securities — Residential agency mortgage-backed securities	20,671		20,671		—		20,671		—
Residential mortgage loans held for sale	56,935		56,935		—		49,749		7,186
Loans:
Commercial	14,803,769		14,862,873		—		—		14,862,873
Commercial real estate	5,337,647		5,270,657		—		—		5,270,657

Loans to individuals	3,763,552		3,634,855		—		—		3,634,855
Total loans	23,904,968		23,768,385		—		—		23,768,385
Allowance for loan losses	(277,123)		—		—		—		—
Loans, net of allowance	23,627,845		23,768,385		—		—		23,768,385
Mortgage servicing rights	293,884		293,884		—		—		293,884
Derivative instruments with positive fair value, net of cash collateral	410,304		410,304		—		410,304		—
Deposits with no stated maturity	31,007,679		31,007,679		—		—		31,007,679
Time deposits	3,012,022		2,993,685		—		—		2,993,685
Other borrowed funds	8,824,300		8,824,299		—		—		8,824,299
Subordinated debentures	131,150		115,798		—		115,798		—
Derivative instruments with negative fair value, net of cash collateral	587,473		587,473		2,607		584,866		—

Because no market exists for certain of these financial instruments and management does not intend to sell these financial instruments, the fair values shown in the tables above may not represent values at which the respective financial instruments could be sold individually or in the aggregate at the given reporting date.

- 87 -

(12) Subsequent Events

See Footnote 6, Commitments and Contingent Liabilities, regarding the Exchange Offer.

The Company evaluated events from the date of the consolidated financial statements on March 31, 2024 through the issuance of those consolidated financial statements included in this Quarterly Report on Form 10-Q. Except as noted above, no other events were identified requiring recognition in and/or disclosure in the consolidated financial statements.

- 88 -

Quarterly Financial Summary – Unaudited

Consolidated Daily Average Balances, Average Yields and Rates


(In thousands, except per share data)	Three Months Ended
	March 31, 2024						December 31, 2023
	Average Balance		Revenue/ Expense		Yield/ Rate		Average Balance		Revenue/ Expense		Yield/ Rate
Assets
Interest-bearing cash and cash equivalents	$	567,680	$	7,005	4.96	%	$	605,839	$	8,096	5.30	%
Trading securities	5,371,209		68,300		5.12	%	5,448,403		69,013		5.05	%
Investment securities, net of allowance	2,210,040		7,854		1.42	%	2,264,194		8,058		1.42	%
Available for sale securities	12,537,981		113,593		3.48	%	12,063,398		105,556		3.27	%
Fair value option securities	20,080		195		3.59	%	20,086		199		3.57	%
Restricted equity securities	412,376		8,858		8.59	%	432,780		8,670		8.01	%
Residential mortgage loans held for sale	57,402		923		6.25	%	61,146		1,036		6.59	%
Loans	23,948,567		440,584		7.40	%	23,705,108		439,808		7.36	%
Allowance for loan losses	(278,449)						(273,717)
Loans, net of allowance	23,670,118		440,584		7.48	%	23,431,391		439,808		7.45	%
Total earning assets	44,846,886		647,312		5.73	%	44,327,237		640,436		5.64	%
Receivable on unsettled securities sales	307,389						276,856
Cash and other assets	4,873,297						5,109,577
Total assets	$	50,027,572					$	49,713,670
Liabilities and equity
Interest-bearing deposits:
Transaction	$	22,264,259	$	203,781	3.68	%	$	20,449,370	$	177,475	3.44	%
Savings	843,037		1,204		0.57	%	845,705		1,132		0.53	%
Time	3,287,179		37,139		4.54	%	3,002,252		31,242		4.13	%
Total interest-bearing deposits	26,394,475		242,124		3.69	%	24,297,327		209,849		3.43	%
Funds purchased and repurchase agreements	1,258,044		12,664		4.05	%	2,476,973		29,915		4.79	%
Other borrowings	6,844,633		94,540		5.56	%	7,120,963		99,542		5.55	%
Subordinated debentures	131,154		2,312		7.09	%	131,151		2,343		7.09	%
Total interest-bearing liabilities	34,628,306		351,640		4.08	%	34,026,414		341,649		3.98	%
Non-interest bearing demand deposits	8,631,416						9,378,886
Due on unsettled securities purchases	499,936						363,358
Other liabilities	1,112,947						1,008,035
Total equity	5,154,967						4,936,977
Total liabilities and equity	$	50,027,572					$	49,713,670
Tax-equivalent Net Interest Revenue			$	295,672	1.65	%			$	298,787	1.66	%
Tax-equivalent Net Interest Revenue to Earning Assets					2.61	%					2.64	%
Less tax-equivalent adjustment			2,100						2,112
Net Interest Revenue			293,572						296,675
Provision for credit losses			8,000						6,000
Other operating revenue			161,701						204,883
Other operating expense			340,384						384,083
Income before taxes			106,889						111,475
Federal and state income taxes			23,195						28,953
Net income			83,694						82,522
Net income (loss) attributable to non-controlling interests			(9)						(53)
Net income attributable to BOK Financial Corp. shareholders			$	83,703					$	82,575
Earnings Per Average Common Share Equivalent:
Basic			$	1.29					$	1.26
Diluted			$	1.29					$	1.26

Yield calculations are shown on a tax equivalent at the statutory federal and state rates for the periods presented. The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also includes average loan balances for which the accrual of interest has been discontinued and are net of unearned income. Yield / rate calculations are generally based on the conventions that determine how interest income and expense is accrued.

- 89 -


(In thousands, except per share data)	Three Months Ended
	September 30, 2023						June 30, 2023
	Average Balance		Revenue /Expense		Yield / Rate		Average Balance		Revenue / Expense		Yield / Rate
Assets
Interest-bearing cash and cash equivalents	$	598,734	$	8,199	5.43	%	$	708,475	$	9,552	5.41	%
Trading securities	5,444,587		65,301		4.76	%	4,274,803		47,882		4.50	%
Investment securities, net of allowance	2,331,595		8,309		1.43	%	2,408,122		8,659		1.44	%
Available for sale securities	11,925,800		99,238		3.11	%	12,033,597		94,849		3.00	%
Fair value option securities	41,741		552		4.61	%	245,469		3,116		5.07	%
Restricted equity securities	445,532		8,776		7.88	%	351,944		6,429		7.31	%
Residential mortgage loans held for sale	77,208		1,234		6.27	%	72,959		1,092		5.85	%
Loans	23,414,308		427,649		7.25	%	22,889,054		400,988		7.03	%
Allowance for loan losses	(267,205)						(252,890)
Loans, net of allowance	23,147,103		427,649		7.33	%	22,636,164		400,988		7.10	%
Total earning assets	44,012,300		619,258		5.49	%	42,731,533		572,567		5.29	%
Receivable on unsettled securities sales	268,344						163,903
Cash and other assets	5,038,908						5,012,671
Total assets	$	49,319,552					$	47,908,107
Liabilities and equity
Interest-bearing deposits:
Transaction	$	19,415,599	$	155,385	3.18	%	$	18,368,592	$	119,272	2.60	%
Savings	874,530		1,043		0.47	%	926,882		490		0.21	%
Time	2,839,947		28,380		3.96	%	2,076,037		16,904		3.27	%
Total interest-bearing deposits	23,130,076		184,808		3.17	%	21,371,511		136,666		2.56	%
Funds purchased and repurchase agreements	2,699,027		32,748		4.81	%	3,670,994		41,905		4.58	%
Other borrowings	6,968,309		96,271		5.48	%	5,275,291		67,316		5.12	%
Subordinated debentures	131,151		2,321		7.02	%	131,153		2,219		6.79	%
Total interest-bearing liabilities	32,928,563		316,148		3.81	%	30,448,949		248,106		3.27	%
Non-interest bearing demand deposits	10,157,821						10,998,201
Due on unsettled securities purchases	435,927						436,353
Other liabilities	891,675						1,079,692
Total equity	4,905,566						4,944,912
Total liabilities and equity	$	49,319,552					$	47,908,107
Tax-equivalent Net Interest Revenue			$	303,110	1.68	%			$	324,461	2.02	%
Tax-equivalent Net Interest Revenue to Earning Assets					2.69	%					3.00	%
Less tax-equivalent adjustment			2,214						2,200
Net Interest Revenue			300,896						322,261
Provision for credit losses			7,000						17,000
Other operating revenue			198,152						209,049
Other operating expense			324,313						318,673
Income before taxes			167,735						195,637
Federal and state income taxes			33,256						44,001
Net income			134,479						151,636
Net income (loss) attributable to non-controlling interests			(16)						328
Net income attributable to BOK Financial Corp. shareholders			$	134,495					$	151,308
Earnings Per Average Common Share Equivalent:
Basic			$	2.04					$	2.27
Diluted			$	2.04					$	2.27

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(In thousands, except per share data)	Three Months Ended
	March 31, 2023
	Average Balance		Revenue / Expense		Yield / Rate
Assets
Interest-bearing cash and cash equivalents	$	616,596	$	6,506	4.28	%
Trading securities	3,031,969		34,073		4.52	%
Investment securities, net of allowance	2,473,796		9,017		1.46	%
Available for sale securities	11,738,693		89,112		2.87	%
Fair value option securities	300,372		3,893		5.17	%
Restricted equity securities	316,724		5,808		7.34	%
Residential mortgage loans held for sale	65,769		979		5.79	%
Loans	22,476,247		369,626		6.67	%
Allowance for loan losses	(238,909)
Loans, net of allowance	22,237,338		369,626		6.74	%
Total earning assets	40,781,257		519,014		5.06	%
Receivable on unsettled securities sales	177,312
Cash and other assets	5,023,899
Total assets	$	45,982,468
Liabilities and equity
Interest-bearing deposits:
Transaction	$	18,639,900	$	87,936	1.91	%
Savings	958,443		248		0.10	%
Time	1,477,720		7,090		1.95	%
Total interest-bearing deposits	21,076,063		95,274		1.83	%
Funds purchased and repurchase agreements	1,759,237		14,450		3.33	%
Other borrowings	4,512,280		52,588		4.73	%
Subordinated debentures	131,166		2,069		6.40	%
Total interest-bearing liabilities	27,478,746		164,381		2.43	%
Non-interest bearing demand deposits	12,406,408
Due on unsettled securities purchases	316,738
Other liabilities	939,553
Total equity	4,841,023
Total liabilities and equity	$	45,982,468
Tax-equivalent Net Interest Revenue			$	354,633	2.63	%
Tax-equivalent Net Interest Revenue to Earning Assets					3.45	%
Less tax-equivalent adjustment			2,285
Net Interest Revenue			352,348
Provision for credit losses			16,000
Other operating revenue			177,865
Other operating expense			305,812
Income before taxes			208,401
Federal and state income taxes			45,905
Net income			162,496
Net income attributable to non-controlling interests			128
Net income attributable to BOK Financial Corp. shareholders			$	162,368
Earnings Per Average Common Share Equivalent:
Basic			$	2.43
Diluted			$	2.43

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Quarterly Earnings Trends – Unaudited

(In thousands, except share and per share data)


	Three Months Ended
	Mar. 31, 2024		Dec. 31, 2023		Sep. 30, 2023		June 30, 2023		Mar. 31, 2023
Interest revenue	$	645,212	$	638,324	$	617,044	$	570,367	$	516,729
Interest expense	351,640		341,649		316,148		248,106		164,381
Net interest revenue	293,572		296,675		300,896		322,261		352,348
Provision for credit losses	8,000		6,000		7,000		17,000		16,000
Net interest revenue after provision for credit losses	285,572		290,675		293,896		305,261		336,348
Other operating revenue
Brokerage and trading revenue	59,179		60,896		62,312		65,006		52,396
Transaction card revenue	25,493		28,847		26,387		26,003		25,621
Fiduciary and asset management revenue	55,305		51,408		52,256		52,997		50,657
Deposit service charges and fees	28,685		27,770		27,676		27,100		25,968
Mortgage banking revenue	18,967		12,834		13,356		15,141		14,367
Other revenue	12,935		15,035		15,865		14,250		16,970
Total fees and commissions	200,564		196,790		197,852		200,497		185,979
Other gains, net	4,269		40,452		1,474		12,618		2,251
Gain (loss) on derivatives, net	(8,633)		8,592		(9,010)		(8,159)		(1,344)
Gain (loss) on fair value option securities, net	(305)		1,031		(203)		(2,158)		(2,962)
Change in fair value of mortgage servicing rights	10,977		(14,356)		8,039		9,261		(6,059)
Loss on available for sale securities, net	(45,171)		(27,626)		—		(3,010)		—



Total other operating revenue	161,701		204,883		198,152		209,049		177,865
Other operating expense
Personnel	202,653		203,022		190,791		190,652		182,145
Business promotion	7,978		8,629		6,958		7,640		8,569
Charitable contributions to BOKF Foundation	—		1,542		23		1,142		—
Professional fees and services	12,010		16,288		13,224		12,777		13,048
Net occupancy and equipment	30,293		30,355		32,583		30,105		28,459
FDIC and other insurance	8,740		8,495		7,996		6,974		7,315
FDIC special assessment	6,454		43,773		—		—		—
Data processing and communications	45,564		45,584		45,672		45,307		44,802
Printing, postage and supplies	3,997		3,844		3,760		3,728		3,893
Amortization of intangible assets	3,003		3,543		3,474		3,474		3,391
Mortgage banking costs	6,355		8,085		8,357		8,300		5,782
Other expense	13,337		10,923		11,475		8,574		8,408
Total other operating expense	340,384		384,083		324,313		318,673		305,812
Net income before taxes	106,889		111,475		167,735		195,637		208,401
Federal and state income taxes	23,195		28,953		33,256		44,001		45,905
Net income	83,694		82,522		134,479		151,636		162,496
Net income (loss) attributable to non-controlling interests	(9)		(53)		(16)		328		128
Net income attributable to BOK Financial Corporation shareholders	$	83,703	$	82,575	$	134,495	$	151,308	$	162,368

Earnings per share:
Basic	$1.29		$1.26		$2.04		$2.27		$2.43
Diluted	$1.29		$1.26		$2.04		$2.27		$2.43
Average shares used in computation:
Basic	64,290,105		64,750,171		65,548,307		65,994,132		66,331,775
Diluted	64,290,105		64,750,171		65,548,307		65,994,132		66,331,775

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PART II. Other Information

Item 1. Legal Proceedings

See discussion of legal proceedings at Note 6 to the Consolidated Financial Statements.

Item 1A. Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to purchases made by or on behalf of the Company or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company's common stock during the three months ended March 31, 2024.


Period	Total Number of Shares Purchased2	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1	Maximum Number of Shares that May Yet Be Purchased Under the Plans
January 1 to January 31, 2024	79,534	$	88.22	44,630	2,527,156
February 1 to February 29, 2024	425,000	$	82.73	425,000	2,102,156
March 1 to March 31, 2024	147,316	$	86.50	147,000	1,955,156
Total	651,850			616,630

1On November 1, 2022, the Company's board of directors authorized the Company to repurchase up to five million shares of the Company's common stock. As of March 31, 2024, the Company had repurchased 3,044,844 shares under this plan. Future repurchases of the Company's common stock will vary based on market conditions, regulatory limitations and other factors.

2The Company may repurchase mature shares from employees to cover the exercise price and taxes in connection with employee equity compensation.

Item 5. Other Information

Trading Plans

No Company director or officer (as defined in Exchange Act Rule 16a-1(f)) has adopted, modified or terminated any trading arrangements during the first quarter of 2024.

Certain of our officers or directors have made elections to participate in, and are participating in, our dividend reinvestment plan and 401(k) plan, and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes on issuances of shares to such officers or directors, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits


31.1			Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2			Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32			Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101			Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to Consolidated Financial Statements. The XBRL instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104			Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)

Items 3 and 4 are not applicable and have been omitted.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BOK FINANCIAL CORPORATION

(Registrant)

Date: May 1, 2024


/s/ Martin E. Grunst
Martin E. Grunst
Executive Vice President and
Chief Financial Officer


/s/ Michael J. Rogers
Michael J. Rogers
Senior Vice President and
Chief Accounting Officer

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