Management Change/Compensation Form 8 K

Item 5.02 (d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On July 25, 2024, the Board of Directors of the Company appointed Kim Ingram as a director. Mrs. Ingram accepted the position to be effective as of the Board meeting scheduled to be held on September 26, 2024. She will serve on the Company's Board of Directors and the BancFirst Board of Directors and will be a member of the Company's Independent Directors' Committee. Her term will expire at the annual meeting of shareholders in May 2025, at which time she will stand for re-election.

Mrs. Ingram is a native of Western Oklahoma and is the owner and CEO of Kelly Jewelers in Weatherford, Oklahoma. She received a Bachelor of Science in Accounting from Oklahoma State University, and has served her community in various civic and professional roles.

There are no arrangements or understandings between Mrs. Ingram and any other persons pursuant to which she was selected as a director and there are no transactions between the Company and Mrs. Ingram that would require disclosure under Item 404(a) of Regulation S-K.

Mrs. Ingram will be paid in accordance with the Company's outside director fee schedule as described in the Company's proxy statement filed with the Securities and Exchange Commission on April 3, 2024. Mrs. Ingram will be granted restricted stock units through the BancFirst Corporation 2023 Restricted Stock Unit Plan, to be determined at a later date.

Non-employee directors can elect to defer all or any portion of their cash compensation through the BancFirst Corporation Directors' Deferred Stock Compensation Plan. Under the plan, directors of the Company may defer up to 100% of their Board fees. They are credited for each deferral with a number of stock units based on the current market price of the Company's stock, which accumulate in an account until such time as the director terminates service as a Board member. Shares of the Company's common stock are then distributed to the terminating director based upon the number of stock units accumulated in his or her account. Because stock units are not actual shares of the Company's common stock, they do not have any voting rights.