KeyCorp (NYSE: KEY) CFO logs RSU, option grants and tax share disposal

Rhea-AI Filing Summary

KeyCorp Chief Financial Officer Clark H. Khayat reported equity compensation activity and related share withholding. On February 16, 2026, he received 31,012 restricted stock units and an option to buy 33,434 shares, each vesting in four equal annual installments beginning February 17, 2027. On February 17, 2026, multiple previously granted restricted stock unit awards were exercised into a total of 26,845 common shares, and 8,130 common shares were disposed of at $21.69 per share to satisfy tax-withholding obligations. Following these transactions, he directly owned 160,059 KeyCorp common shares.

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

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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^*

Khayat Clark H

(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 Financial 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		26,845	A	(1)	168,189	D
Common Shares	02/17/2026		F		8,130	D	$21.69	160,059	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		31,012		(2)	(2)	Common Shares	31,012	$0	31,012	D
Option to Buy	$23.87	02/16/2026		A		33,434		(3)	02/16/2036	Common Shares	33,434	$0	33,434	D
Restricted Stock Units	(1)	02/17/2026		M			3,573	(4)	(4)	Common Shares	3,573(5)	$0	0	D
Restricted Stock Units	(1)	02/17/2026		M			5,564	(6)	(6)	Common Shares	5,564	$0	5,564(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			8,871	(10)	(10)	Common Shares	8,871	$0	26,612(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 163 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 509 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 1,622 dividend-equivalent restricted stock units accrued between March and December 2025.

Remarks:

	Adam J. Larkins POA for Clark H. Khayat	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.
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FAQ

What insider transactions did KEY CFO Clark H. Khayat report in this Form 4?

Clark H. Khayat reported equity awards and related share activity. He received new restricted stock units and stock options, exercised several prior restricted stock unit grants into common shares, and had shares withheld to cover tax obligations tied to those vestings.

How many restricted stock units did KEY CFO Clark H. Khayat receive?

He received 31,012 restricted stock units on February 16, 2026. Each unit represents the right to receive one KeyCorp common share at vesting, in four equal annual installments starting February 17, 2027, subject to the award terms.

What new stock option grant did KEY CFO Clark H. Khayat obtain?

He was granted an option to buy 33,434 shares on February 16, 2026. The option vests in four equal annual installments beginning February 17, 2027, aligning with typical multi-year executive equity incentive structures.

How many KeyCorp common shares did the CFO acquire from RSU exercises?

On February 17, 2026, previously granted restricted stock units were exercised into 26,845 common shares. These conversions reflect vesting of multiple prior-year awards, including dividend-equivalent restricted stock units accrued during 2025.

Why did KEY CFO Clark H. Khayat dispose of 8,130 common shares?

He disposed of 8,130 common shares at $21.69 per share to satisfy tax-withholding obligations. This disposition, reported with transaction code F, reflects shares withheld for taxes rather than an open-market sale decision.

What is Clark H. Khayat’s KeyCorp share ownership after these transactions?

After the reported transactions, he directly owned 160,059 KeyCorp common shares. This balance reflects shares acquired from restricted stock unit conversions, net of those withheld to cover associated tax liabilities.