KeyCorp (KEY) consumer bank head exercises options and adjusts shareholdings

Rhea-AI Filing Summary

KeyCorp executive Victor B. Alexander, Head of Consumer Bank, reported several equity transactions in KeyCorp common shares. On January 21, 2026, he exercised an employee stock option for 9,345 common shares at an exercise price of $10.49 per share, increasing his direct holdings. On the same date, 6,236 common shares were disposed of in a transaction coded "F" at $21.72 per share, typically used to cover tax obligations on equity awards.

After these transactions, Alexander directly owned 146,171 common shares, and indirectly held 2,070 common shares through a trust and 10,970 common shares in a 401(k) plan, reported as of January 22, 2026. The option to buy 9,345 shares, which had vested in four equal annual installments ending on February 17, 2020, was fully exercised and the derivative position reduced to zero.

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^*

Alexander Victor B

(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)
	Head of Consumer Bank

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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	01/21/2026		M		9,345	A	$10.49	152,407	D
Common Shares	01/21/2026		F		6,236	D	$21.72	146,171	D
Common Shares								2,070	I	By Trust
Common Shares								10,970(1)	I	401(k) Plan

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	01/21/2026		M			9,345	(2)	02/15/2026	Common Shares	9,345	$0	0	D

Explanation of Responses:

1. Reported as of January 22, 2026.

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

Remarks:

	Adam J. Larkins POA for Victor B. Alexander	01/23/2026
	** 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 activity did KEY Head of Consumer Bank Victor B. Alexander report?

Victor B. Alexander reported exercising an option to buy 9,345 KeyCorp common shares at an exercise price of $10.49 per share on January 21, 2026, and a related disposition of 6,236 common shares coded "F" at $21.72 per share on the same date.

How many KeyCorp (KEY) shares does Victor B. Alexander own after the reported transactions?

Following the reported transactions, Alexander directly owned 146,171 KeyCorp common shares, with additional indirect holdings of 2,070 shares held by a trust and 10,970 shares in a 401(k) plan, reported as of January 22, 2026.

What derivative security did Victor B. Alexander exercise in this Form 4 for KEY?

He exercised an Option to Buy KeyCorp common shares with an exercise price of $10.49 per share, covering 9,345 shares. After this transaction, the number of derivative securities reported beneficially owned was 0.

What does the transaction code "F" mean in Victor B. Alexander’s KEY Form 4?

The Form 4 shows a transaction in KeyCorp common shares with code "F" for 6,236 shares at $21.72 per share. Code F is used when shares are disposed of to satisfy tax withholding obligations related to an equity award.

What roles and ownership status does Victor B. Alexander have at KeyCorp (KEY)?

Alexander is reported as an officer of KeyCorp with the title Head of Consumer Bank. He is not listed as a director or 10% owner in this filing and holds KeyCorp common shares directly, by trust, and through a 401(k) plan.

When did the option reported in Victor B. Alexander’s KEY Form 4 vest?

The filing notes that the reported option vested in four equal annual installments ending on February 17, 2020, before being exercised for 9,345 shares on January 21, 2026.