Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 30, 2023

Commission File No. 001-37811

BOK FINANCIAL CORP ET AL

(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)

N/A

___________________________________________

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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. ¨

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 8.01. Other Events.

BOK Financial Corporation today announced the sale of its employee benefits, risk management and property & casualty insurance business offered through BOK Financial Insurance, Inc. to USI Insurance Services, one of the world’s leading insurance brokerage and consulting firms.

Additional details may be found in the press release attached as Exhibit 99(a) to this report which is hereby incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

(a)Exhibits


			99(a)			Text of Press Release, dated December 1, 2023, titled "BOK Financial Corporation sells insurance business to USI Insurance Services."

			104			Interactive Data Files.

Signature

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 hereunto duly authorized.

BOK FINANCIAL CORPORATION

By: /s/ Martin E. Grunst

Martin E. Grunst

Executive Vice President

Chief Financial Officer

Date: December 1, 2023

FOR IMMEDIATE RELEASE BOK Financial Corporation sells insurance business to USI Insurance Services Sale of employee benefits, risk management, and property & casualty business to one of the nation’s largest insurance brokerage and consulting firms TULSA, Okla. and VALHALLA, N.Y., Dec. 1, 2023 – BOK Financial Corporation (NASDAQ: BOKF) today announced the sale of its risk management and employee benefits insurance brokerage and consulting business offered through BOK Financial Insurance, Inc. to USI Insurance Services (“USI”), one of the nation’s leading insurance brokerage and consulting firms. This transaction will result in a pre-tax gain of $28 million after considering transaction-related expenses. BOK Financial will utilize this gain to realize an equivalent amount of losses in its available for sale securities portfolio and reposition into higher yielding securities. This will generate a net benefit to the company’s recurring earnings on a go-forward basis. Headquartered in Denver, BOK Financial Insurance is a subsidiary of BOK Financial Corporation and a leading brokerage and consulting firm specializing in employee benefits and risk management programs. The company has additional offices located in Scottsdale and Oklahoma City. All of BOK Financial Insurance’s 45 employees will join USI following the sale. “We are so pleased to transition the talented BOK Financial Insurance team to an environment where they can continue to deliver excellent service to our clients while having access to USI’s expanded set of tools, resources and expertise,” said Scott Grauer, wealth management executive for BOK Financial. “We look forward to a long relationship with USI as we help clients grow and protect their assets.” Donald Woods, USI’s Regional CEO, added, “We are thrilled to welcome the clients and professionals from BOK Financial Insurance to the USI family. Together, we look forward to strengthening USI’s property and casualty, personal risk and employee benefits expertise in support of our current and future clients through this exciting partnership.” Goldman Sachs served as financial advisor on the transaction, and Frederic Dorwart Lawyers provided legal counsel to BOK Financial Corporation. Arnold & Porter provided legal counsel to USI. About BOK Financial Corporation BOK Financial Corporation is a $49 billion regional financial services company headquartered in Tulsa, Oklahoma, with $99 billion in assets under management and administration. The company's stock is publicly traded on NASDAQ under the Global Select market listings (BOKF). In addition to BOK Financial Insurance, Inc., BOK Financial Corporation's holdings include BOKF, NA; BOK Financial Securities, Inc.; and BOK Financial Private Wealth, Inc. BOKF, NA's holdings include TransFund and Cavanal Hill Investment Management, Inc. BOKF, NA operates banking divisions across eight states

as: Bank of Albuquerque; Bank of Oklahoma; Bank of Texas; and BOK Financial® in Arizona, Arkansas, Colorado, Kansas and Missouri; as well as having limited purpose offices in Nebraska, Wisconsin, Connecticut and Tennessee. Through its subsidiaries, BOK Financial Corporation provides commercial and consumer banking, brokerage trading, investment, trust and insurance services, mortgage origination and servicing, and an electronic funds transfer network. For more information, visit www.bokf.com. About USI USI is one of the largest insurance brokerage and consulting firms in the world, delivering property and casualty, employee benefits, personal risk, program and retirement solutions to large risk management clients, middle market companies, smaller firms and individuals. Headquartered in Valhalla, New York, USI connects over 10,000 industry-leading professionals across more than 200 offices to serve clients’ local, national and international needs. USI has become a premier insurance brokerage and consulting firm by leveraging the USI ONE Advantage®, an interactive platform that integrates proprietary and innovative client solutions, networked local resources and enterprise-wide collaboration to deliver customized results with positive, bottom-line impact. USI attracts best-in-class industry talent with a long history of deep and continuing investment in our local communities. For more information, visit usi.com or follow us on LinkedIn. ### Media Contacts: Cydney Williams BOK Financial Corporation c.williams@bokf.com 918.588.6506 Timothy Denton USI Insurance Services timothy.denton@usi.com 914.747.6339

Document and Entity Information Document	Nov. 30, 2023
DEI [Abstract]
Entity Central Index Key	0000875357
Local Phone Number	588-6000
Entity Incorporation, State or Country Code	OK
Entity Registrant Name	BOK FINANCIAL CORP ET AL
City Area Code	918
Document Type	8-K
Document Period End Date	Nov. 30, 2023
Entity File Number	001-37811
Entity Tax Identification Number	73-1373454
Entity Address, Address Line One	Boston Avenue at Second Street
Entity Address, City or Town	Tulsa,
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74192
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Title of 12(b) Security	Common Stock, par value $0.00006 per share
Trading Symbol	BOKF
Security Exchange Name	NASDAQ