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KeyCorp (NYSE: KEY) CIO granted RSUs, options and withholds shares for tax

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

KEYCORP Chief Information Officer Amy G. Brady reported multiple equity compensation transactions. On February 16, 2026, she received grants of 20,737 restricted stock units and an option to buy 22,692 shares, each vesting in four equal annual installments beginning on February 17, 2027.

On February 17, 2026, several previously granted restricted stock units were exercised and converted into common shares through transactions coded M, and 27,806 common shares were acquired from derivative exercises. A separate F-coded transaction disposed of 8,413 common shares at $21.6900 per share to cover tax liabilities, leaving 51,915 common shares held directly.

Positive

  • None.

Negative

  • None.

Insights

Routine equity grants and vesting for KEYCORP CIO, with tax shares withheld.

These transactions show Amy G. Brady receiving new equity awards in the form of 20,737 restricted stock units and an option over 22,692 shares, alongside vesting of earlier restricted stock unit grants that convert into common shares.

The M-coded entries reflect derivative exercises or conversions, while the F-coded disposition of 8,413 shares at $21.6900 per share is explicitly for tax payment, not an open-market sale. Overall, this appears to be routine executive compensation activity rather than a directional bet on the stock.

Insider Brady Amy G.
Role Chief Information Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 5,360 $0.00 --
Exercise Restricted Stock Units 6,955 $0.00 --
Exercise Restricted Stock Units 8,837 $0.00 --
Exercise Restricted Stock Units 6,653 $0.00 --
Exercise Common Shares 27,806 $0.00 --
Tax Withholding Common Shares 8,413 $21.69 $182K
Grant/Award Restricted Stock Units 20,737 $0.00 --
Grant/Award Option to Buy 22,692 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Shares — 60,329 shares (Direct); Option to Buy — 22,692 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting. These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027. The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027. These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026. Includes approximately 245 dividend-equivalent restricted stock units accrued between March and December 2025. These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024. Includes approximately 636 dividend-equivalent restricted stock units accrued between March and December 2025. These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025. Includes approximately 1,212 dividend-equivalent restricted stock units accrued between March and December 2025. These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026. Includes approximately 1,217 dividend-equivalent restricted stock units accrued between March and December 2025.
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*
Brady Amy G.
(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)
Chief Information Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026
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 02/17/2026 M 27,806 A (1) 60,329 D
Common Shares 02/17/2026 F 8,413 D $21.69 51,915 D
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
Restricted Stock Units (1) 02/16/2026 A 20,737 (2) (2) Common Shares 20,737 $0 20,737 D
Option to Buy $23.87 02/16/2026 A 22,692 (3) 02/16/0036 Common Shares 22,692 $0 22,692 D
Restricted Stock Units (1) 02/17/2026 M 5,360 (4) (4) Common Shares 5,360(5) $0 0 D
Restricted Stock Units (1) 02/17/2026 M 6,955 (6) (6) Common Shares 6,955 $0 6,955(7) D
Restricted Stock Units (1) 02/17/2026 M 8,837 (8) (8) Common Shares 8,837 $0 17,671(9) D
Restricted Stock Units (1) 02/17/2026 M 6,653 (10) (10) Common Shares 6,653 $0 19,958(11) D
Explanation of Responses:
1. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
2. These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027.
3. The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027.
4. These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026.
5. Includes approximately 245 dividend-equivalent restricted stock units accrued between March and December 2025.
6. These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.
7. Includes approximately 636 dividend-equivalent restricted stock units accrued between March and December 2025.
8. These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.
9. Includes approximately 1,212 dividend-equivalent restricted stock units accrued between March and December 2025.
10. These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026.
11. Includes approximately 1,217 dividend-equivalent restricted stock units accrued between March and December 2025.
Remarks:
Adam J. Larkins POA for Amy G. Brady 02/18/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did KEY (KeyCorp) report for Amy G. Brady?

KeyCorp reported that CIO Amy G. Brady received new equity awards, had several restricted stock unit grants vest and convert into common shares, and had shares withheld to cover taxes. These are standard executive compensation and vesting events rather than open-market stock purchases or sales.

How many restricted stock units were granted to KEY CIO Amy G. Brady?

Amy G. Brady received a grant of 20,737 restricted stock units. Each unit represents the right to receive one KeyCorp common share at vesting, with the award scheduled to vest in four equal annual installments beginning on February 17, 2027, subject to continued service conditions.

What stock option grant did KEYCORP disclose for its CIO?

KeyCorp disclosed an option to buy 22,692 shares granted to its CIO. According to the filing, this option vests in four equal annual installments starting on February 17, 2027, aligning with the newly granted restricted stock units and forming part of her long-term incentive compensation.

Were any KEYCORP shares sold by Amy G. Brady in this Form 4?

The filing shows 8,413 common shares disposed of at $21.6900 per share under code F. This code indicates shares were withheld or delivered to satisfy tax liabilities on vesting or exercises, rather than discretionary open-market selling by the executive.

How many KEYCORP common shares does Amy G. Brady hold after these transactions?

After the reported transactions, Amy G. Brady directly holds 51,915 KeyCorp common shares. This reflects shares acquired from restricted stock unit conversions minus the 8,413 shares disposed of to cover tax obligations, based on the balances reported following each non-derivative transaction.

When do Amy G. Brady’s new KEYCORP equity awards start vesting?

Both the 20,737 restricted stock units and the option to buy 22,692 shares granted on February 16, 2026 begin vesting on February 17, 2027. Vesting occurs in four equal annual installments, creating a multi-year incentive structure tied to her continued role at KeyCorp.