KEY Form 4: Andrew Paine III exercises options and conducts sale of 44,953 shares

Rhea-AI Filing Summary

KeyCorp (KEY) insider Andrew J. Paine III reported option exercise and an offsetting sale on 09/09/2025. The filing shows an option to buy 44,953 common shares with a $10.49 exercise price was exercised and recorded as an acquisition. The same number of shares, 44,953, were sold at $19.29 on the same date. After these transactions the reporting person directly beneficially owned 245,044 shares and also reported indirect holdings: 108,746 shares via a GRAT, 445 via Paine Investments LP, 4,265 by spouse, and 26,176 in a 401(k) plan.

Positive

• Option exercise reported: 44,953 shares acquired by exercise at a $10.49 price
• Substantial retained ownership: 245,044 shares directly owned after the transactions and additional indirect holdings totaling 139,632 shares (GRAT, Paine Investments LP, spouse, and 401(k))

Negative

• Insider sale: 44,953 shares were sold at $19.29 on 09/09/2025
• Concurrent sell after exercise: The exercised shares were immediately or contemporaneously disposed of, reducing the net increase in direct holdings from the exercise

Insights

Financial Analyst

TL;DR: Insider exercised options then sold the same number of shares, leaving substantial direct and indirect holdings.

The sequence—exercise of an option at $10.49 for 44,953 shares and a concurrent sale of 44,953 shares at $19.29—suggests a liquidity event following option vesting. The reporting person retains significant direct ownership of 245,044 shares and material indirect positions through a GRAT and other accounts, indicating continued economic exposure to KEY equity.

Corporate Governance Expert

TL;DR: Transaction appears routine and consistent with option exercise and subsequent disposition; substantial indirect holdings remain.

The filing discloses that some shares are held in a grantor retained annuity trust for beneficiaries and that the reporting person is trustee. The trades are reported under standard transaction codes and include a note that the option vested in prior years. No amendments, unusual restrictions, or related-party transfers beyond the described indirect holdings are disclosed.

Insider Trade Summary

Net Seller: 44,953 shares ($867,143)

Net Sell 7 txns

Insider Paine Andrew J III

Role Head of Institutional Bank

Sold 44,953 shs ($867K)

Type	Security	Shares	Price	Value
Exercise	Option to Buy	44,953	$0.00	--
Exercise	Common Shares	44,953	$10.43	$469K
Sale	Common Shares	44,953	$19.29	$867K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Option to Buy — 0 shares (Direct); Common Shares — 289,997 shares (Direct); Common Shares — 108,746 shares (Indirect, By GRAT)

Footnotes (1)

1. These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust. Reported as of September 10, 2025. This option vested in four equal annual installments ending on February 17, 2020.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Paine Andrew J III

(Last) (First) (Middle)

C/O KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND OH 44114

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [ KEY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Institutional Bank

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	09/09/2025		M		44,953	A	$10.43	289,997	D
Common Shares	09/09/2025		S		44,953	D	$19.29	245,044	D
Common Shares								108,746	I	By GRAT(1)
Common Shares								445	I	By Paine Investments LP
Common Shares								4,265	I	By spouse
Common Shares								26,176(2)	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Buy	$10.49	09/09/2025		M			44,953	(3)	02/15/2026	Common Shares	44,953	$0	0	D

Explanation of Responses:

1. These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust.

2. Reported as of September 10, 2025.

3. This option vested in four equal annual installments ending on February 17, 2020.

Remarks:

	Adam J. Larkins POA for Andrew J. Paine III	09/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did KEY insider Andrew J. Paine III do on 09/09/2025?

He exercised an option for 44,953 common shares at a $10.49 exercise price and sold 44,953 common shares at $19.29 on that date.

How many KEY shares does Andrew J. Paine III beneficially own after the reported transactions?

The form reports 245,044 shares directly beneficially owned following the reported transactions, plus indirect holdings.

What indirect holdings does the filing disclose for Andrew J. Paine III?

Indirect holdings disclosed include 108,746 shares held in a GRAT, 445 via Paine Investments LP, 4,265 held by spouse, and 26,176 in a 401(k) plan.

Was the option that was exercised newly vested?

The filing notes the option vested in four equal annual installments ending on February 17, 2020, and does not indicate new vesting on the transaction date.

Who signed the Form 4 on behalf of the reporting person?

The form was signed by Adam J. Larkins as POA for Andrew J. Paine III on 09/11/2025.