KeyCorp (KEY) Chief Risk Officer gets new stock awards, exercises RSUs

Rhea-AI Filing Summary

KeyCorp Chief Risk Officer Mohit Ramani reported several equity compensation transactions. On February 16, 2026, he received 19,354 restricted stock units and an option to buy 21,180 KeyCorp common shares, both vesting in four equal annual installments beginning on February 17, 2027.

On February 17, 2026, he exercised 5,767 restricted stock units into 5,767 common shares at no cost and disposed of 2,572 common shares at $21.69 per share to cover tax obligations, leaving 53,788 common shares held directly.

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^*

Ramani Mohit

(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 Risk 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		5,767	A	(1)	56,360	D
Common Shares	02/17/2026		F		2,572	D	$21.69	53,788	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		19,354		(2)	(2)	Common Shares	19,354	$0	19,354	D
Option to Buy	$23.87	02/16/2026		A		21,180		(3)	02/16/2036	Common Shares	21,180	$0	21,180	D
Restricted Stock Units	(1)	02/17/2026		M			5,767	(4)	(4)	Common Shares	5,767	$0	17,297(5)	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 17, 2025, vest in four equal annual installments beginning on February 17, 2026.

5. Includes approximately 1,054 dividend-equivalent restricted stock units accrued between March and December 2025.

Remarks:

	Adam J. Larkins POA for Mohit Ramani	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 Mohit Ramani in February 2026?

KeyCorp granted Mohit Ramani 19,354 restricted stock units and an option to buy 21,180 common shares on February 16, 2026. Both awards vest in four equal annual installments starting February 17, 2027, aligning his compensation with future company performance over several years.

How do Mohit Ramani’s new KeyCorp (KEY) restricted stock units vest?

The 19,354 restricted stock units vest in four equal annual installments beginning February 17, 2027. Each unit represents the right to receive one KeyCorp common share at vesting, providing long-term incentive compensation that depends on continued service and future vesting dates.

What KeyCorp (KEY) option award did Mohit Ramani receive and when does it vest?

Mohit Ramani received an option to buy 21,180 KeyCorp common shares on February 16, 2026. This option vests in four equal annual installments beginning February 17, 2027, spreading the potential share acquisition opportunity over several years tied to his ongoing employment.

What did Mohit Ramani do with his KeyCorp (KEY) restricted stock units on February 17, 2026?

On February 17, 2026, he exercised 5,767 restricted stock units into 5,767 KeyCorp common shares at no cost. This transaction converted previously granted units into actual shares, increasing his direct common share holdings before any shares were used for tax withholding.

Why did Mohit Ramani dispose of some KeyCorp (KEY) shares at $21.69?

He disposed of 2,572 common shares at $21.69 per share to satisfy tax obligations related to equity compensation. Form 4 identifies this as a tax-withholding disposition, not an open-market investment decision, reducing his share count while covering required tax liabilities.

How many KeyCorp (KEY) common shares does Mohit Ramani hold after these transactions?

After the February 17, 2026 transactions, Mohit Ramani directly holds 53,788 KeyCorp common shares. This figure reflects the new shares from restricted stock unit exercises, net of the 2,572 shares disposed of to cover tax liabilities associated with his equity compensation.