S-3ASR

As filed with the Securities and Exchange Commission on August 31, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BANCFIRST CORPORATION

(Exact name of Registrant as specified in its charter)

Oklahoma                                                        73-1221379

            (State or other jurisdiction of incorporation or organization)                              (I.R.S. Employer Identification No.)

100 North Broadway

Oklahoma City, Oklahoma 73102

(405) 270-1086

(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)

_____________________________

David R. Harlow

President and Chief Executive Officer

BancFirst Corporation

100 North Broadway

Oklahoma City, Oklahoma 73102

(405) 270-1086

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

COPY TO:

Roger A. Stong

Crowe & Dunlevy

324 N. Robinson Ave., Suite 100

Oklahoma City, OK 73102

(405) 239-6614

________________________

Approximate date of commencement of proposed sale to the public:    

From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

_______________________

PROSPECTUS

BANCFIRST CORPORATION

Common Stock

By this prospectus, we may offer and sell from time to time, in one or more offerings, shares of our common stock.

We will provide specific terms of each issuance of these securities in supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of securities, the prospectus supplement will set forth any applicable commission or discounts. See “Plan of Distribution” for a general description of the manner in which we may sell the securities described in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement, together with the documents incorporated by reference, before you decide to invest in the securities described in the applicable prospectus supplement.

Each time that we sell securities using this prospectus; we may provide a prospectus supplement and attach it to this prospectus. Any such prospectus supplement will contain more specific information about the offering and the securities being offered, including the prices and our net proceeds from the sales of those securities. The prospectus supplement may also add, update or change information contained in this prospectus.

Our common stock is listed on the NASDAQ Global Select Market under the symbol “BANF.” Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.

Investing in our securities involves risk. You should carefully consider the information referred to under the heading “Risk Factors” beginning on page 4 before you invest in our securities.

Any securities offered by this prospectus and accompanying prospectus supplement will not be savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation, or the FDIC, the Bank Insurance Fund or any other government agency or instrumentality.

None of the Securities and Exchange Commission, the FDIC, the Board of Governors of the Federal Reserve System, the Federal Reserve System, or any state securities commission or any other federal regulatory agency has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 31, 2022

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
WHERE YOU CAN FIND MORE INFORMATION	2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	3
BANCFIRST CORPORATION	4
RISK FACTORS	4
USE OF PROCEEDS	4
PLAN OF DISTRIBUTION	5
DESCRIPTION OF CAPITAL STOCK	6
LEGAL MATTERS	8
EXPERTS	8

We are responsible only for the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any applicable prospectus supplement and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”), using a “shelf” registration process. Under this shelf registration process, we may sell the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we offer to sell securities, we will provide a supplement to this prospectus that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the information in the prospectus supplement, you should rely on the information in the prospectus supplement. It is important for you to consider the information contained in this prospectus and any prospectus supplement, together with additional information described under the heading “Where You Can Find More Information.”

Unless we state otherwise or the context otherwise requires, references in this prospectus to “the Company,” “we,” “us,” “our” or similar references refer to the combined entities of BancFirst Corporation and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

We may make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 with respect to earnings, credit quality, corporate objectives, interest rates and other financial and business matters. Forward-looking statements include estimates and give management’s current expectations or forecasts of future events. We caution readers that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including economic conditions; the performance of financial markets and interest rates; legislative and regulatory actions and reforms; competition; as well as other factors, all of which change over time. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

• The likelihood the Durbin Amendment will impact non-interest income beginning July 1, 2023.

• Political pressures could further limit our ability to charge for NSF and overdraft fees.

• The lingering effect of governments’ stimulus programs.

• Local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact.

• Changes in the mix of loan geographies, sectors and types or the level of non-performing assets and charge-offs.

• Inflation, including wage inflation, interest rates, energy prices, securities markets and monetary fluctuations.

• The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we must comply.

• The COVID-19 pandemic’s lingering effects on us and our customers, employees and third-party service providers, which may materially affect our business, financial position, operations and prospects.

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• Impairment of our goodwill or other intangible assets.

• Changes in consumer spending, borrowing and savings habits.

• Changes in the financial performance and/or condition of our borrowers.

• Technological changes.

• Acquisitions and integration of acquired businesses.

• The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.

• Our success at managing the risks involved in the foregoing items.

Consider these factors carefully in evaluating the forward-looking statements. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in our Annual Report on Form 10-K for the year ended 2021, the subsequent Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K, including those set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended 2021.

Any forward-looking statements made in this prospectus or in any documents incorporated by reference into this prospectus, are subject to the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this prospectus or the date of any document incorporated by reference in this prospectus. We do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made, unless otherwise required by law. All subsequent written and oral forward-looking statements attributable to us or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the SEC, of which this prospectus is a part, with respect to the securities being offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. We refer you to the registration statement and the exhibits and schedules thereto for further information. Statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit are qualified in all respects by reference to the actual text of the exhibit.

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information are available to the public at the SEC’s website at www.sec.gov.

We also maintain an Internet site where you can find additional information. The address of our Internet site is www.bancfirst.bank. All internet addresses provided in this prospectus or in any accompanying prospectus supplement are for informational purposes only and are not intended to be hyperlinks. In addition, the information on our Internet website, or any other Internet site described herein, is not a part of, and is not incorporated or deemed to be incorporated by reference in, this prospectus or any accompanying prospectus supplement or other offering materials.

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INCORPORATIONOFCERTAINDOCUMENTSBYREFERENCE

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus from the date of filing those documents. Any reports filed by us with the SEC on or after the date of this prospectus will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. We have filed the documents listed below with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), and these documents are incorporated herein by reference (other than information in such documents that is furnished and not deemed to be filed):

• Our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022;

• Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, filed with the SEC on May 6, 2022 and August 5, 2022, respectively;

• Our Current Report on Form 8-K, filed with the SEC on May 26, 2022;

• Those portions of our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 5, 2022 that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021; and

• The description of our common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 28, 2020.

All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the termination of the offering of the securities to which this prospectus relates (other than information in such documents that is furnished and not deemed to be filed) shall also be deemed to be incorporated by reference into this prospectus and to be part hereof from the date of filing of those documents.

We will provide to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus (other than the exhibits to such documents which are not specifically incorporated by reference therein). We will provide this information at no cost to the requester upon written or oral request to:

BancFirst Corporation

Attn: Randy Foraker

100 N. Broadway

Oklahoma City, Oklahoma 73102

Tel.: (405) 270-1044.

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BANCFIRST CORPORATION

BancFirst Corporation is an Oklahoma business corporation that is registered as a bank holding company and a financial holding company under the Bank Holding Company Act of 1956. We offer a broad range of commercial and consumer banking, trust and investment services, and other financial products and services primarily through BancFirst, an Oklahoma state-chartered bank headquartered in Oklahoma City, Oklahoma. We also conduct operating activities through our wholly-owned subsidiary, Pegasus Bank, a Texas state-chartered bank headquartered in Dallas, Texas and our wholly-owned subsidiary, Worthington National Bank, chartered and regulated by the Office of the Comptroller of the Currency (OCC) with one banking location in Arlington, Texas, one in Colleyville, Texas and two in Fort Worth, Texas. Through our other subsidiaries, including subsidiaries of BancFirst, we also are engaged in insurance and investment activities.

BancFirst’s strategy focuses on providing a full range of commercial banking services to retail customers and small to medium-sized businesses in both the non-metropolitan trade centers and cities in the metropolitan statistical areas of Oklahoma. BancFirst operates 107 banking locations serving 59 communities across Oklahoma. Pegasus Bank operates three banking locations in Dallas, Texas and Worthington National Bank operates one location in Arlington, Texas, one location in Colleyville, Texas and two Fort Worth, Texas locations.

BancFirst operates as a super community bank, managing its community banking offices on a decentralized basis, which permits it to be responsive to local customer needs. Underwriting, funding, customer service and pricing decisions are made by presidents in each market within its operating parameters. BancFirst generally has a larger lending capacity, broader product line and greater operational efficiencies than our principal competitors in the non-metropolitan market areas (which typically are independently-owned community banks). In the metropolitan markets BancFirst serves, its strategy is to focus on the needs of local businesses that are not served effectively by larger institutions.

Trust services offered through BancFirst’s Trust and Investment Management Division (the “Trust Division”) consist primarily of investment management and administration of trusts for individuals, corporations and employee benefit plans. In addition, the Trust Division serves as bond trustee and paying agent for various Oklahoma municipalities and governmental entities.

BancFirst Corporation was incorporated in Oklahoma in 1984 as United Community Corporation and changed its name to BancFirst Corporation in 1988. Our corporate headquarters is located at 100 N. Broadway, Oklahoma City, Oklahoma 73102, and our telephone number is (405) 270-1086.

RISK FACTORS

Investing in our securities involves certain risks. Before you invest in any of our securities, in addition to the other information included in, or incorporated by reference into, this prospectus, you should carefully consider the risk factors contained in Item 1A under the caption “Risk Factors” and elsewhere in our most recent annual report on Form 10-K, which is incorporated into this prospectus by reference, as updated by our annual or quarterly reports for subsequent fiscal years or fiscal quarters that we file with the SEC and that are so incorporated. See “Where You Can Find More Information” for information about how to obtain a copy of these documents. You should also carefully consider the risks and other information that may be contained in, or incorporated by reference into, any prospectus supplement relating to specific offerings of securities.

USE OF PROCEEDS

We intend to use the net proceeds from our sales of the securities for general corporate purposes, unless otherwise set forth in the applicable prospectus supplement.

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PLAN OF DISTRIBUTION

We may use this prospectus to offer our common stock in one or more offerings. The applicable prospectus supplement will describe the amounts, prices and detailed terms of the common stock and may describe risks associated with an investment in the common stock.

We may offer and sell the securities to or through one or more underwriters, dealers or agents, or directly to purchasers. We, as well as any agents acting on our behalf, reserve the sole right to accept or to reject in whole or in part any proposed purchase of our securities. Each prospectus supplement will set forth the names of any underwriters, dealers or agents involved in the sale of our securities described in that prospectus supplement and any applicable fee, commission or discount arrangements with them.

This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is intended as a summary only and therefore is not complete. This description is based upon, and is qualified by reference to, our Amended and Restated Certificate of Incorporation, and our Amended and Restated Bylaws, each as amended from time to time, and by applicable provisions of Oklahoma corporate law. You should read our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, which are listed as exhibits to the registration statement of which this prospectus forms a part, for the provisions that are important to you. See “Where You Can Find More Information.”

General

Our Amended and Restated Certificate of Incorporation authorizes us to issue up to 40,000,000 shares of common stock, par value $1.00 per share.

As of July 31, 2022, there were 32,787,596 shares of common stock outstanding and approximately 1,332,167 shares issuable upon exercise of outstanding stock options (with 491,667 shares issuable under presently exercisable stock options).

Common Stock

Voting Rights

Each holder of shares of our common stock is entitled to one vote for each share held on all questions submitted to a vote at a meeting of shareholders. There are no cumulative voting rights in the election of directors.

Generally, all matters to be voted on by shareholders must be approved by a majority of our outstanding voting power. Directors must receive a “for” vote of the majority of the shares voting on the election. Except as otherwise required by the Oklahoma General Corporation Act (the "OGCA"), or voting rights granted to any subsequently issued preferred stock, the common stock is the only class of capital stock entitled to vote on any matter to be voted on by our shareholders.

Dividends

Our board of directors may declare, at its discretion, dividends payable in cash or shares of BancFirst Corporation to the extent permitted by applicable law.

Other Rights

Subject to the prior rights of our creditors, and after payment in full of the amounts required to be paid to holders of preferred stock, if any, in the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to holders of shares of common stock. No shares of any class of common stock are subject to redemption or have preemptive rights to purchase additional shares of common stock.

Listing

Our common stock is listed on the NASDAQ Global Select Market under the symbol “BANF.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is BancFirst Trust and Investment Management.

Preferred Stock

Our Amended and Restated Certificate of Incorporation authorizes our board of directors to issue from time to time up to an aggregate of 10,000,000 shares of Senior Preferred Stock, par value $1.00 per share, in one or more series without further stockholder approval. The board of directors is authorized, without further stockholder approval, to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each such series thereof, including the dividend rights, dividend rates, conversion rights, voting rights,

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terms of redemption (including sinking fund provisions), redemption price or prices, liquidation preferences and the number of shares constitutingany series or designations of such series.

The Amended and Restated Certificate of Incorporation also authorizes 900,000 shares of a class of non-voting 10% Cumulative Preferred Stock, par value $5.00 per shares, redeemable at our option at $5.00 per share plus accumulated dividends.

At July 31, 2022, no shares of any class of our preferred stock were issued or outstanding.

Certain Provisions of Oklahoma Law and Certain Charter and By-law Provisions

The following sets forth certain provisions of the OGCA, and our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.

Shareholder Meetings

Our Amended and Restated Bylaws provide that special meetings of the shareholders may be called by our Chairman, the president or the board of directors, and shall be called by our president or secretary at the request in writing of shareholders owning not less than 10% of all the shares entitled to vote at the meeting. A request for a special meeting must state the purpose of the proposed meeting. Business transacted at a special meeting shall be limited to the purposes stated in the notice of such meeting.

Action by Shareholders without a Meeting

Section 1073(A) of the OGCA permits shareholder action by written consent of the shareholders holding not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. Our Amended and Restated Bylaws provide that shareholders have the authority to take any action by written consent without a meeting if signed by a majority of the holders of shares who would be entitled to vote at a meeting for such purpose and such written consent is filed with our secretary and made a part of the corporate records.

Director Removal

Our Bylaws provide that any or all of our directors may be removed from office, with or without cause only, at any time by the affirmative vote of not less than 66 2/3% of the then outstanding shares of stock entitled to vote in the election of directors.  

Term of Directors

Our Amended and Restated Certificate of Incorporation provides for the annual election of the entire board of directors, to hold office until their successors are elected and qualified, or until death or retirement or until resignation or removal in the manner provided in our Amended and Restated Bylaws.

OGCA Business Combination Statute

We are subject to the interested shareholder business combinations provisions of Section 1090.3 of the OGCA, which provide that an Oklahoma corporation may not engage in certain business combinations, including mergers, share exchanges and asset sales, with a person, or an affiliate or associate of such person, who is an “Interested Shareholder” (generally defined as the holder of 15% or more of the corporation’s voting shares) for a period of three years from the date such person became an Interested Shareholder unless: (1) the business combination or purchase or acquisition of shares made by the Interested Shareholder was approved by the board of directors of the corporation before the Interested Shareholder became an Interested Shareholder, (2) upon consummation of the transaction that resulted in the person becoming an Interested Shareholder, the Interested Shareholder owned at least 85% of the outstanding voting stock of the corporation, or (3) the business combination was approved by the affirmative vote of the holders of at least two-thirds of the outstanding voting shares of the corporation not beneficially owned by the Interested Shareholder or an affiliate or associate of the Interested Shareholder, at a meeting of shareholders called for that purpose (and not by written consent). Neither our Amended and Restated

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Certificate of Incorporation nor our Amended and Restated Bylaws contain any provisionexpressly providing that we will not be subject to the interested shareholder business combinations provisions of the OGCA. The interested shareholder business combinations provisions of the OGCA may have the effect of inhibiting a non-negotiated mergeror other business combination involving the Company, even if such event(s) would be beneficial to our shareholders.

In addition, Article 9 of our Amended and Restated Certificate of Incorporation requires that certain minimum price and procedural requirements be observed by any party that becomes an Interested Shareholder and then seeks to accomplish a merger or other business combination or transaction that would eliminate or could significantly change the interests of the remaining shareholders, unless approved by a majority of “Continuing Directors,” as defined in Article 9.

Limitations on Liability and Indemnification of Directors and Officers

Our Amended and Restated Certificate of Incorporation limits the liability of our directors to the fullest extent permitted by the OGCA. The OGCA currently prohibits the elimination of personal liability for monetary damages for (1) a breach of the director’s duty of loyalty, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) any transaction from which the director derived an improper personal benefit, or (4) acts or omissions for which the liability of a director is expressly provided by an applicable statute.

As permitted by the OGCA, our Amended and Restated Bylaws provide that:

• We will indemnify our current and former directors and officers and anyone who is or was serving at our request as the director or officer of another entity, subject to limited exceptions; and

• We may purchase and maintain insurance on behalf of our current or former directors and officers against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such.

• We may advance expenses to our directors and officers in connection with a legal proceeding, subject to receiving an undertaking from such director or officer to repay advanced amounts if it is determined he or she is not entitled to indemnification.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities will be passed upon for us by Crowe & Dunlevy, A Professional Corporation Oklahoma City, Oklahoma. Certain legal matters will be passed upon for any underwriters by the counsel to such underwriters specified in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2021, and the effectiveness of our and our subsidiaries’ internal control over financial reporting, have been audited by FORVIS, LLP (formerly BKD LLP), an independent registered public accounting firm, as stated in its report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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BANCFIRST CORPORATION

Common Stock

_______________________________

PROSPECTUS

_______________________________

August 31, 2022

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses (all of which will be borne by the registrant) incurred in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions (if any).

Securities and Exchange Commission Registration Fee		*
Transfer Agent Fees and Expenses		**
Legal Fees and Expenses		**
Accounting Fees and Expenses		**
Nasdaq Listing Fees and Expenses		**
Miscellaneous Expenses		**
Total		**

* The filing fee will be deferred pursuant to Rule 456(b) and calculated in connection with the offering of securities under this registration statement pursuant to Rule 457(r).

**To be filed by amendment, Rule 424 filing or a Current Report on Form 8-K in connection with an offering of securities hereunder.

Item 15.Indemnification of Directors and Officers.

Oklahoma General Corporation Act

Section 1006(B)(7) of the General Corporation Act of the State of Oklahoma (the “OGCA”) authorizes a corporation in its certificate of incorporation to eliminate or limit the personal liability of members of its board of directors to the corporation or its stockholders for monetary damages for violations of a director’s fiduciary duty of care, including acts constituting gross negligence. Such a provision would have no effect on the availability of equitable remedies, such as an injunction or rescission, for breach of fiduciary duty. In addition, no such provision may eliminate or limit the liability of a director for breaching his duty of loyalty to the corporation or its shareholders, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying an unlawful dividend or approving an illegal stock repurchase, or executing any transaction from which the director obtained an improper personal benefit.

Section 1031 of the OGCA empowers a corporation to indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. With respect to actions or suits by or in the right of the corporation, such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit. Further, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view

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ofallthecircumstancesofthecase,suchpersonisfairlyandreasonablyentitledtoindemnityforsuchexpenseswhichthecourtshalldeemproper.Additionally,acorporationisrequiredtoindemnifyitsdirectorsandofficersagainstexpensestotheextentthatsuchdirectorsorofficershavebeensuccessfulonthemeritsorotherwiseindefenseofanyaction,suitorproceedingreferredtoaboveorindefenseofanyclaim,issueormattertherein.

An indemnification can be made by the corporation only upon a determination made in the manner prescribed by the statute that indemnification is proper in the circumstances because the party seeking indemnification has met the applicable standard of conduct as set forth in the OGCA. The indemnification provided by the OGCA shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. A corporation also has the power to purchase and maintain insurance on behalf of any person covering any liability incurred by such person in his capacity as a director, officer, employee or agent of the corporation, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability. The indemnification provided by the OGCA shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

BancFirst Corporation’s Charter and Bylaw Provisions

The registrant’s Amended and Restated Certificate of Incorporation (i) limits its directors’ liability for monetary damages to the registrant and its shareholders for breach of fiduciary duty except under the circumstances outlined in Section 1006(B)(7) of the OGCA as described above, and (ii) provides for elimination or limitation of liability to the fullest extent permitted should the OGCA be amended to authorize corporation action further eliminating or limiting the personal liability of directors.  

The registrant’s Amended and Restated Bylaws provide that:

• The registrant will indemnify its current and former directors and officers and anyone who is or was serving at our request as the director or officer of another entity, subject to limited exceptions; and

• The registrant may purchase and maintain insurance on behalf of its current or former directors and officers against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such.

• The registrant may advance expenses to its directors and officers in connection with a legal proceeding, subject to receiving an undertaking from such director or officer to repay advanced amounts if it is determined he or she is not entitled to indemnification.

Other Arrangements

BancFirst Corporation maintains a directors’ and officers’ liability insurance policy insuring its directors and officers against certain liabilities and expenses incurred by them in their capacities as such and insuring BancFirst Corporation, under certain circumstances, in the event that indemnification payments are made by BancFirst Corporation to such directors and officers.

Item 16.Exhibits.

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this registration statement on Form S-3.

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Item 17.Undertakings.

The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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(5)That,forthepurposeofdeterminingliabilityoftheregistrantundertheSecuritiesActof1933toanypurchaserintheinitialdistributionofthesecurities,theundersignedregistrantundertakesthatinaprimaryofferingofsecuritiesoftheundersignedregistrantpursuanttothisregistrationstatement,regardlessoftheunderwritingmethodusedtosellthesecuritiestothepurchaser,ifthesecuritiesareofferedorsoldtosuchpurchaserbymeansofanyofthefollowingcommunications,theundersignedregistrantwillbeasellertothepurchaserandwillbeconsideredtoofferorsellsuchsecuritiestosuchpurchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5

INDEX TO EXHIBITS

Exhibit Number	Exhibit
1.1**	Form of Underwriting Agreement
4.1	Restated Certificate of Incorporation of BancFirst Corporation dated August 4, 2021 (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2021 and incorporated herein by reference).
4.4	Amended and Restated By-Laws of BancFirst Corporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated July 27, 2021 and incorporated herein by reference).
5.1*	Opinion of Crowe & Dunlevy, A Professional Corporation.
23.1*	Consent of FORVIS, LLP.
23.2*	Consent of Crowe & Dunlevy, A Professional Corporation (included in Exhibit 5.1 above).
24.1*	Power of attorney.
107*	Filing Fee Exhibit

________________

* filed herewith

**To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of the offered securities, to the extent applicable.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, BancFirst Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on August 31, 2022.

	BANCFIRST CORPORATION
By:	/s/ David R. Harlow
	Name: David R. Harlow
	Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on August 31, 2022 in the capacities indicated:

Signature	Title
/s/ David R. Harlow	President, Chief Executive Officer and Director
David Harlow	(Principal Executive Officer)
/s/ Kevin Lawrence	Executive Vice President and Chief Financial Officer
Kevin Lawrence	(Principal Financial Officer)
/s/ Randy Foraker	Executive Vice President and Chief Risk Officer
Randy Foraker	(Principal Accounting Officer)
*	Executive Chairman of the Board
David E. Rainbolt
*	Vice-Chairman
Dennis L. Brand
*	Vice-Chairman
William O. Johnstone
*	Chairman Emeritus
H.E. Rainbolt
*	Director
C. L. Craig, Jr.
*	Director
F. Ford Drummond
*	Director
Joseph Ford
*	Director
Joe R. Goyne

II-7

*	Director
Mautra Staley Jones
*	Director
Frank Keating
*	Director
Bill G. Lance
*	Director
Dave R. Lopez
*	Director
William Scott Martin
*	Director
Tom H. McCasland, III

*	Director
Robin Roberson
*	Director
Darryl W. Schmidt
*	Director
Natalie Shirley
*	Director
Michael K. Wallace
*	Director
Gregory G. Wedel
*	Director
G. Rainey Williams, Jr.
	*By: /s/ Kevin Lawrence
	Kevin Lawrence
	(Attorney-in-Fact)
	Pursuant to Power of Attorney filed herewith

II-8

EX-5.1

Exhibit 5.1

Roger A. Stong

roger.stong@crowedunlevy.com

Direct Tel: (405) 239-6614

Direct Fax: (405) 272-5255

August 31, 2022

BancFirst Corporation

100 North Broadway

Oklahoma City, Oklahoma 73102

Re: Registration by BancFirst Corporation of Common Stock on Form S-3

Ladies and Gentlemen:

We have acted as counsel to BancFirst Corporation (the “Company”) in connection with the registration of an indeterminate number of shares of Common Stock, par value $1.00 per share (the “Shares”), of the Company pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company on August 31, 2022, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

This opinion is being furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this opinion. With your consent, we have relied upon certificates and other assurances of officers of the Company and other persons as to factual matters without having independently verified such factual matters. We are opining herein as to the Oklahoma General Corporation Act, as amended, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other qualifications set forth herein, it is our opinion that upon due authorization by all necessary corporate action of the Company, and issuance and delivery of the Shares in the manner contemplated by the Registration Statement, including the Prospectus Supplement relating to the applicable offering and in accordance with the applicable definitive distribution, purchase, underwriting, or similar agreement, and upon receipt of the consideration provided for therein, the Shares will be validly issued, fully paid and nonassessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to your reference to us under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Respectfully submitted,

Crowe & Dunlevy, A Professional Corporation

By: /s/ Roger A. Stong

      Roger A. Stong

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement of BancFirst Corporation on Form S-3 of our report, dated February 25, 2022, on our audits of the consolidated financial statements of BancFirst Corporation as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019, which report is included in the Annual Report on Form 10-K.  We also consent to the incorporation by reference of our report dated February 25, 2022, on our audit of the internal control over financial reporting of BancFirst Corporation as of December 31, 2021, which report is included in the Annual Report on Form 10-K.  We also consent to the references to our firm under the caption “Experts.”

FORVIS, LLP

(Formerly BKD, LLP)

Oklahoma City, Oklahoma

August 31, 2022

EX-24.1

Exhibit 24.1

BancFirst Corporation

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned individuals, in their capacity as a director or officer, or both, as hereinafter set forth below their signature, of BANCFIRST CORPORATION, an Oklahoma corporation (“BancFirst”), does hereby constitute and appoint DAVID R. HARLOW, KEVIN LAWRENCE and RANDY FORAKER their true and lawful attorneys and each of them (with full power to act without the others) their true and lawful attorneys for them and in their name and in their capacity as a director or officer, or both, of BANCFIRST, as hereinafter set forth below their signature, to sign a shelf registration statement on Form S-3 for the registration of common stock of BANCFIRST, and any and all amendments to said registration statement and any and all instruments necessary or incidental in connection therewith; and

Each of said attorneys shall have full power of substitution and resubstitution, and said attorneys or any of them or any substitute appointed by any of them hereunder shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully to all intents and purposes as each of the undersigned might or could do in person, the undersigned herby ratifying and approving the acts of said attorneys or any of them or of any such substitute pursuant hereto.

IN WITNESS WHEREOF, the undersigned have executed this instrument, all as of the 25^th day of August 2022.

/s/ David E. Rainbolt	/s/ David R. Harlow
David E. Rainbolt	David R. Harlow
Executive Chairman	President, Chief Executive Officer and
	Director
/s/ Dennis L. Brand	/s/ C. L. Craig, Jr.
Dennis L. Brand	C. L. Craig, Jr
Vice Chairman	Director
	/s/ Joseph Ford
F. Ford Drummond	Joseph Ford
Director	Director
/s/ Joe R. Goyne
Joe R. Goyne	William O. Johnstone
Director	Vice Chairman

BancFirst Corporation
Power of Attorney
/s/ Mautra Staley Jones	/s/ Frank Keating
Mautra Staley Jones	Frank Keating
Director	Director
/s/ Bill G. Lance
Bill G. Lance	Dave R. Lopez
Director	Director
William Scott Martin	Tom H. McCasland, III
Director	Director
/s/ H. E. Rainbolt	/s/ Robin Roberson
H. E. Rainbolt	Robin Roberson
Chairman Emeritus	Director
/s/ Darryl W. Schmidt	/s/ Natalie Shirley
Darryl W. Schmidt	Natalie Shirley
Director	Director
/s/ Michael K. Wallace	/s/ Gregory G. Wedel
Michael K. Wallace	Gregory G. Wedel
Director	Director
G. Rainey Williams, Jr.
Director

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

BancFirst Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule (1)	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial Effective Date	Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be Paid	Equity	Common Stock, par value $1.00 per share(1)	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)
Fees Previously Paid	—	—	—	—		—		—
Carry Forward Securities
Carry Forward Securities	—	—	—	—		—		—	—	—	—	—
	Total Offering Amounts					—		—
	Total Fees Previously Paid							—
	Total Fee Offsets							—
	Net Fee Due							—

(1) An indeterminate number of shares of common stock of the registrant may be sold from time to time in unspecified numbers and at indeterminate prices. The proposed maximum offering price per security and aggregate offering price will be determined from time to time in connection with issuances of securities registered under this registration statement.

(2) Pursuant to Rules 456(b) and 457(r) under the Securities Act, the Registrant is deferring payment of the entire registration fee. Any registration fee will be paid subsequently on a pay-as-you-go basis in accordance with Rule 457(r).