Item 2.02. Results of Operations and Financial Condition.

On January 23, 2013, Southwest Bancorp, Inc. (the "Company") issued a press release reporting its results of operations and its financial condition for the year and quarter ended December 31, 2012. A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 4.02. Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review.

On January 23, 2013, the Company reported that it will restate its financial statements for (i) the years ended December 31, 2010 and 2011, and (ii) the three quarters ending September 30, 2012.

The restatements relate to an error in the valuation analysis on the goodwill of the Company's Bank of Kansas subsidiary. A review of the valuation analysis resulted in a non-cash impairment of $5.6 million of goodwill at year-end 2010 that was not previously reported. As a result of the reduction in goodwill at year-end 2010, the Company's net income for 2010 is reduced by $5.6 million, from $17.0 million to $11.4 million. Total assets and shareholders' equity at December 31, 2010 will be reduced by $5.6 million to end at $2.8 billion and $372.2 million, respectively. The effect of the prior period adjustments to total assets and shareholders' equity will be reflected in the subsequent 2011 and 2012 Quarterly and Annual Reports.

The error noted above was discovered in connection with a review initiated by the Company. The Company reached the decision to restate on January 22, 2013 following management's presentation to the Audit Committee of the Company's Board of Directors and the Company's Board of Directors. Management and the Audit Committee of the Company's Board of Directors have discussed the matters contained in this Current Report with Ernst & Young LLP, the Company's independent registered public accounting firm.