KeyCorp (NYSE: KEY) HR chief exercises options and sells 62,850 shares

Rhea-AI Filing Summary

KeyCorp’s Chief Human Resources Officer Angela G. Mago reported option and stock transactions dated January 29, 2026. She exercised an option to buy 62,850 Common Shares at $10.49 per share, then sold 62,850 Common Shares in multiple trades at a weighted average price of $21.55, with individual sale prices ranging from $21.54 to $21.55. Following these transactions, she directly beneficially owned 261,415 Common Shares. The filing notes this total includes approximately 4,257 shares that had been inadvertently omitted previously due to an administrative error. The option to buy 62,850 shares, which had vested in four equal annual installments ending on February 17, 2020, now shows 0 derivative securities remaining beneficially owned.

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

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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^*

Mago Angela 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 Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		M		62,850	A	$10.49	324,265	D
Common Shares	01/29/2026		S		62,850	D	$21.55(1)(2)	261,415(3)	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
Option to Buy	$10.49	01/29/2026		M			62,850	(4)	02/15/2026	Common Shares	62,850	$0	0	D

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.54 to $21.55.

2. The reporting person may provide to KeyCorp, any security holder of KeyCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

3. Includes approximately 4,257 shares previously inadvertently omitted due to administrative error.

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

Remarks:

	Adam J. Larkins POA for Angela G. Mago	02/02/2026
	** 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 insider transaction did KeyCorp (KEY) report for Angela G. Mago?

KeyCorp reported that Chief Human Resources Officer Angela G. Mago exercised options for 62,850 Common Shares at $10.49 and sold 62,850 Common Shares at a weighted average price of $21.55 on January 29, 2026, as disclosed in her Form 4 filing.

How many KeyCorp (KEY) shares does Angela G. Mago own after this Form 4?

After the reported transactions, Angela G. Mago directly beneficially owned 261,415 KeyCorp Common Shares. This total includes approximately 4,257 shares that had been inadvertently omitted in prior reporting due to an administrative error, now corrected in the current disclosure.

What stock options did Angela G. Mago exercise in the KeyCorp (KEY) filing?

Angela G. Mago exercised an option to buy 62,850 KeyCorp Common Shares at an exercise price of $10.49 per share on January 29, 2026. The option had vested in four equal annual installments ending on February 17, 2020, and now shows zero derivative securities remaining.

At what prices were Angela G. Mago’s KeyCorp (KEY) shares sold?

The Form 4 states that the reported sale price of $21.55 is a weighted average. The 62,850 KeyCorp Common Shares were sold in multiple transactions at prices ranging from $21.54 to $21.55, as detailed in the explanatory footnote to the filing.

What administrative correction is disclosed in this KeyCorp (KEY) Form 4?

The filing explains that Angela G. Mago’s reported holdings now include approximately 4,257 additional Common Shares. These were previously inadvertently omitted from earlier reports due to an administrative error and are now incorporated into the 261,415-share beneficial ownership figure.

Does Angela G. Mago still hold the reported KeyCorp (KEY) stock option?

No. After the January 29, 2026 exercise of the option to buy 62,850 KeyCorp Common Shares at $10.49, the Form 4 indicates zero derivative securities beneficially owned. The option had fully vested by February 17, 2020 and is now fully exercised.