KeyCorp (NYSE: KEY) CAO logs new stock awards and tax withholding moves

Rhea-AI Filing Summary

KeyCorp Chief Accounting Officer Stacy L. Gilbert reported multiple equity compensation transactions. On February 16, 2026, he received grants of 5,529 restricted stock units and an option to buy 6,051 shares, each vesting in four equal annual installments beginning February 17, 2027.

On February 17, 2026, several prior restricted stock unit awards were exercised or converted into a total of 4,279 common shares. To cover tax obligations, there was a tax-withholding disposition of 1,493 common shares at $21.69 per share. After these transactions, Gilbert directly owned 6,280 KeyCorp common shares.

Insider Trade Summary

4,279 shares exercised/converted

Mixed 8 txns

Insider Gilbert Stacy L

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	464	$0.00	--
Exercise	Restricted Stock Units	789	$0.00	--
Exercise	Restricted Stock Units	1,473	$0.00	--
Exercise	Restricted Stock Units	1,553	$0.00	--
Exercise	Common Shares	4,279	$0.00	--
Tax Withholding	Common Shares	1,493	$21.69	$32K
Grant/Award	Restricted Stock Units	5,529	$0.00	--
Grant/Award	Option to Buy	6,051	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Shares — 7,773 shares (Direct); Option to Buy — 6,051 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 21 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 72 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 202 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 284 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^*

Gilbert Stacy L

(Last) (First) (Middle)

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 Accounting 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		4,279	A	(1)	7,773	D
Common Shares	02/17/2026		F		1,493	D	$21.69	6,280	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		5,529		(2)	(2)	Common Shares	5,529	$0	5,529	D
Option to Buy	$23.87	02/16/2026		A		6,051		(3)	02/16/2036	Common Shares	6,051	$0	6,051	D
Restricted Stock Units	(1)	02/17/2026		M			464	(4)	(4)	Common Shares	464(5)	$0	0	D
Restricted Stock Units	(1)	02/17/2026		M			789	(6)	(6)	Common Shares	789	$0	787(7)	D
Restricted Stock Units	(1)	02/17/2026		M			1,473	(8)	(8)	Common Shares	1,473	$0	2,944(9)	D
Restricted Stock Units	(1)	02/17/2026		M			1,553	(10)	(10)	Common Shares	1,553	$0	4,656(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 21 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 72 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 202 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 284 dividend-equivalent restricted stock units accrued between March and December 2025.

Remarks:

	Adam J. Larkins POA for Stacy L. Gilbert	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.

FAQ

What equity awards did KeyCorp (KEY) grant to Stacy L. Gilbert in February 2026?

KeyCorp granted Stacy L. Gilbert 5,529 restricted stock units and an option to buy 6,051 shares on February 16, 2026. Both awards vest in four equal annual installments, starting on February 17, 2027, aligning his compensation with long-term shareholder interests.

How do Stacy L. Gilbert’s February 2026 restricted stock units at KeyCorp (KEY) vest?

The February 16, 2026 grant of 5,529 restricted stock units vests in four equal annual installments beginning on February 17, 2027. Each unit represents the right to receive one KeyCorp common share at vesting, creating a staggered, multi-year incentive structure.

What stock option award did KeyCorp (KEY) give to Stacy L. Gilbert in 2026?

KeyCorp awarded Stacy L. Gilbert an option to buy 6,051 shares on February 16, 2026. According to the disclosure, this option vests in four equal annual installments starting February 17, 2027, reinforcing long-term alignment through gradually increasing exercisable ownership.

Did Stacy L. Gilbert dispose of any KeyCorp (KEY) shares to cover taxes in 2026?

Yes. On February 17, 2026, there was a tax-withholding disposition of 1,493 common shares at $21.69 per share. This transaction covered tax liabilities arising from equity vesting, rather than representing an open-market sale for portfolio rebalancing.

How many KeyCorp (KEY) common shares does Stacy L. Gilbert own after the February 2026 transactions?

Following the reported equity transactions, Stacy L. Gilbert directly owns 6,280 KeyCorp common shares. This figure reflects common shares held after exercises of restricted stock units and the related tax-withholding disposition completed on February 17, 2026.

What happened when Stacy L. Gilbert’s earlier KeyCorp (KEY) restricted stock units vested in February 2026?

Earlier restricted stock unit awards, originally granted between 2022 and 2025, vested in scheduled installments ending or continuing around February 17, 2026. Their vesting and conversion generated 4,279 common shares, contributing to his updated direct share ownership position.