KeyCorp holder plans sale of 65,962 shares

A holder of KeyCorp common stock filed a notice under Rule 144 to potentially sell 65,962 shares, with an aggregate market value of $1,532,724.28, through Fidelity Brokerage Services on February 6, 2026 on the NYSE.

Rhea-AI Filing Summary

A holder of KeyCorp common stock filed a notice under Rule 144 to potentially sell 65,962 shares, with an aggregate market value of $1,532,724.28, through Fidelity Brokerage Services on February 6, 2026 on the NYSE.

The securities listed for sale were previously acquired mainly through restricted stock vesting, stock option exercise, and an open market purchase. KeyCorp had 1,092,919,589 common shares outstanding when this notice was prepared.

FAQ

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What does this Form 144 filing reveal about KeyCorp (KEY)?

The Form 144 shows a KeyCorp shareholder has filed to potentially sell 65,962 common shares. The planned sale has an aggregate market value of $1,532,724.28 and would be executed through Fidelity on the NYSE, subject to Rule 144 conditions.

How many KeyCorp (KEY) shares are planned for sale and what is their value?

The notice covers a proposed sale of 65,962 KeyCorp common shares with an aggregate market value of $1,532,724.28. This amount is based on market pricing when the form was prepared and reflects the total value of the shares listed.

When is the KeyCorp (KEY) Rule 144 sale expected to occur?

The holder lists an approximate sale date of February 6, 2026 for the KeyCorp common shares. This date reflects when the seller may begin executing sales, consistent with Rule 144 notice requirements, rather than guaranteeing that all shares will be sold then.

Through which broker and exchange will the KeyCorp (KEY) shares be sold?

The filing identifies Fidelity Brokerage Services LLC as the broker for the transaction and the NYSE as the securities exchange. The 65,962 common shares of KeyCorp are intended to be sold on the NYSE using Fidelity as the executing intermediary.

How were the KeyCorp (KEY) shares in this Form 144 originally acquired?

The shares were acquired over several years via restricted stock vesting, a stock option exercise, and an open market purchase. These transactions occurred between 2017 and 2024, with compensation-based awards and a cash-funded stock option exercise and purchase.

How many KeyCorp (KEY) shares were outstanding when this notice was prepared?

The notice states that 1,092,919,589 KeyCorp common shares were outstanding. This figure provides context for the size of the 65,962-share proposed sale relative to the company’s total common stock base at that time.

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Accepted by SEC EDGAR 02/06/2026 - 03:54 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001669883
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	KEYCORP /NEW/
SEC File Number	001-11302
Address of Issuer	127 PUBLIC SQ CLEVELAND OHIO 44114-1306
Phone	2166896300
Name of Person for Whose Account the Securities are To Be Sold	Paine Andrew J III
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	65962	1532724.28	1092919589	02/06/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/15/2017	Restricted Stock Vesting	Issuer			18	03/15/2017	Compensation
Common	02/17/2018	Restricted Stock Vesting	Issuer			1	02/17/2018	Compensation
Common	02/17/2020	Restricted Stock Vesting	Issuer			1	02/17/2020	Compensation
Common	02/17/2021	Restricted Stock Vesting	Issuer			15859	02/17/2021	Compensation
Common	02/24/2021	Restricted Stock Vesting	Issuer			1098	02/24/2021	Compensation
Common	04/26/2021	Stock Option Exercise	Issuer			4877	04/26/2021	Cash
Common	02/17/2022	Restricted Stock Vesting	Issuer			23121	02/17/2022	Compensation
Common	02/24/2022	Restricted Stock Vesting	Issuer			7238	02/24/2022	Compensation
Common	05/03/2023	Open Market Purchase	Issuer			12986	05/03/2023	Cash
Common	02/17/2024	Restricted Stock Vesting	Issuer			1	02/17/2024	Compensation
Common	02/24/2024	Restricted Stock Vesting	Issuer			762	02/24/2024	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	Of today's sale, 15,859 shares were sold from the Andrew J Paine III Trust of which Andrew J. Paine III is a trustee.
Date of Notice	02/06/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/Wade Moss, as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Andrew J. Paine III
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)