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8-K

Bancfirst Corp /Ok/ (BANF)

8-K 2026-05-28 For: 2026-05-28
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Added on May 29, 2026
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 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): May 28, 2026

BancFirst Corporation

(Exact name of Registrant as Specified in Its Charter)

Oklahoma 0-14384 73-1221379
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
100 N. Broadway Ave.
Oklahoma City, Oklahoma 73102-8405
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 405 270-1086
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None
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(Former Name or Former Address, if Changed 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<br>Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 Par Value Per Share BANF Nasdaq Global Select 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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2026, BancFirst Corporation (the “Company”) held its annual meeting of shareholders. As of the record date on March 31, 2026, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 33,575,976, of which 30,433,895 shares were represented at the meeting in person or by proxy. The purpose of the annual meeting was to vote on three proposals: (i) to elect the 17 directors nominated by our Board of Directors; (ii) to ratify the selection of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iii) an advisory vote to approve executive compensation. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 3, 2026. At the meeting, the shareholders elected all 17 directors; ratified the selection of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and approved the executive compensation.

The number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter (where applicable), are set forth below:

Description of Proposal Number of Shares
Proposal No. 1-Election of Directors For Against Abstained Broker Non-Votes
F. Ford Drummond 28,706,190 440,042 54,982 1,232,681
Joseph Ford 28,815,559 333,406 52,249 1,232,681
David R. Harlow 24,764,623 4,371,911 64,680 1,232,681
Kimberly Ingram 28,834,806 311,159 55,249 1,232,681
Mautra Staley Jones 28,831,458 313,871 55,885 1,232,681
Bill G. Lance 28,835,349 310,585 55,280 1,232,681
Dave R. Lopez 28,722,751 423,511 54,952 1,232,681
William Scott Martin 28,823,866 322,897 54,451 1,232,681
Tom H. McCasland, III 28,562,914 586,968 51,332 1,232,681
David E. Rainbolt 28,833,362 313,952 53,900 1,232,681
Dr. Leslie J. Rainbolt 28,976,217 171,095 53,902 1,232,681
Robin Roberson 28,813,245 329,321 58,648 1,232,681
Darryl W. Schmidt 28,889,844 246,439 64,931 1,232,681
Natalie Shirley 28,720,866 425,394 54,954 1,232,681
Michael K. Wallace 28,589,438 552,789 58,987 1,232,681
Gregory G. Wedel 28,758,490 384,372 58,352 1,232,681
G. Rainey Williams, Jr. 28,337,593 808,638 54,983 1,232,681
Proposal No. 2 For Against Abstained Broker Non-Votes
To ratify the selection of Forvis Mazars, LLP as our independent registered public accounting firm for the fical year ending December 31, 2026 29,683,296 687,769 62,830
Proposal No. 3 For Against Abstained Broker Non-Votes
Advisory vote to approve executive compensation 28,660,802 447,092 93,320 1,232,681

Item 7.01 Regulation FD Disclosure.

BancFirst Corporation Announces Declaration of Quarterly Dividend on its Common Stock and an Interest Payment on its BFC Capital Trust II

On May 28, 2026, BancFirst Corporation’s Board of Directors declared a $0.49 per share cash dividend on its common stock. The dividend is payable July 15, 2026, to shareholders of record on June 30, 2026. BancFirst Corporation will also pay the quarterly interest payment on $26.8 million of its 7.20% Junior Subordinated Debentures related to the trust preferred securities issued by its statutory trust subsidiary, BFC Capital Trust II. The trust will use the proceeds of the interest payment to pay a dividend of $0.45 per share on the trust preferred securities, payable July 15, 2026, to shareholders of record on June 30, 2026.

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.

BancFirst Corporation
Date: May 28, 2026 By: /s/ Hannah Andrus
Hannah Andrus<br>Executive Vice President<br>Chief Financial Officer