KeyCorp (NYSE: KEY) HR chief gets RSU, option grants and settles taxes in shares

Rhea-AI Filing Summary

KeyCorp executive Angela G. Mago, Chief Human Resources Officer, reported several equity compensation moves involving restricted stock units, stock options, and common shares. On February 16, 2026, she received 18,432 restricted stock units and 19,667 options to buy shares, each vesting in four equal annual installments beginning on February 17, 2027.

On February 17, 2026, she exercised multiple previously granted restricted stock unit awards, converting them into 32,561 common shares. To cover tax obligations, 12,412 common shares were disposed of at $21.69 per share through a tax-withholding transaction, leaving her with 281,564 common shares held directly. Footnotes explain that each restricted stock unit equals one common share at vesting and note additional dividend-equivalent units accrued in prior periods.

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)
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		32,561	A	(1)	293,976	D
Common Shares	02/17/2026		F		12,412	D	$21.69	281,564	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		18,432		(2)	(2)	Common Shares	18,432	$0	18,432	D
Option to Buy	$23.87	02/16/2026		A		19,667		(3)	02/16/2036	Common Shares	19,667	$0	19,667	D
Restricted Stock Units	(1)	02/17/2026		M			6,790	(4)	(4)	Common Shares	6,790(5)	$0	0	D
Restricted Stock Units	(1)	02/17/2026		M			8,811	(6)	(6)	Common Shares	8,811	$0	8,811(7)	D
Restricted Stock Units	(1)	02/17/2026		M			11,193	(8)	(8)	Common Shares	11,193	$0	22,385(9)	D
Restricted Stock Units	(1)	02/17/2026		M			5,767	(10)	(10)	Common Shares	5,767	$0	17,297(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 310 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 806 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 1,535 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 1,054 dividend-equivalent restricted stock units accrued between March and December 2025.

Remarks:

	Adam J. Larkins POA for Angela G. Mago	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).
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FAQ

What insider transactions did Angela G. Mago report for KEY on February 16–17, 2026?

Angela G. Mago reported equity compensation and related share movements. She received restricted stock units and stock options, exercised previously granted units into common shares, and had some shares disposed of to satisfy tax obligations, all reflected as direct ownership changes in KeyCorp securities.

How many restricted stock units did Angela G. Mago receive from KeyCorp (KEY)?

Angela G. Mago received 18,432 restricted stock units on February 16, 2026. Each unit represents the right to receive one KeyCorp common share at vesting, with this grant vesting in four equal annual installments beginning on February 17, 2027, according to the disclosed award terms.

What stock option grant did Angela G. Mago receive from KeyCorp (KEY)?

She received an option to buy 19,667 KeyCorp shares on February 16, 2026. The option vests in four equal annual installments starting on February 17, 2027, matching the schedule of the accompanying restricted stock unit grant disclosed in the same Form 4 filing.

How many KeyCorp (KEY) common shares does Angela G. Mago hold after these transactions?

After the reported transactions, Angela G. Mago directly owns 281,564 KeyCorp common shares. This figure reflects shares acquired through restricted stock unit conversions on February 17, 2026, net of the shares disposed of to cover associated tax liabilities at the stated transaction price.

Were any KeyCorp (KEY) shares disposed of to cover taxes in Angela G. Mago’s Form 4?

Yes. A total of 12,412 KeyCorp common shares were disposed of at a price of $21.69 per share. The filing describes this as a tax-withholding disposition used to pay the exercise price or tax liability related to derivative security exercises and associated vesting activity.

How do Angela G. Mago’s restricted stock units in KeyCorp (KEY) vest over time?

The restricted stock units granted on February 16, 2026 vest in four equal annual installments starting February 17, 2027. Earlier grants referenced in the footnotes also vest or vested in four annual installments, with some awards including additional dividend-equivalent restricted stock units accrued in 2025.