KeyCorp (NYSE: KEY) risk chief converts RSUs and disposes shares

Rhea-AI Filing Summary

KeyCorp Chief Risk Officer Mohit Ramani reported equity compensation activity involving restricted stock units (RSUs) and common shares. On January 23, 2026, 61,483 RSUs were converted into 61,483 KeyCorp common shares at an exercise price of $0, increasing his directly held common shares to 71,691 after this transaction. On the same day, 21,097 common shares were disposed of at $21.1 per share in a transaction coded “F,” leaving him with 50,593 common shares held directly. The RSUs were originally granted on January 23, 2025 and vest in two equal annual installments starting January 23, 2026. The filing notes additional common shares and dividend-equivalent RSUs accumulated through dividend reinvestments during 2025.

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)
01/23/2026

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	01/23/2026		M		61,483	A	(1)	71,691(2)	D
Common Shares	01/23/2026		F		21,097	D	$21.1	50,593	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)	01/23/2026		M			61,483	(3)	(3)	Common Shares	61,483	$0	61,483(4)	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

2. Includes approximately 208 common shares acquired through dividend reinvestments between June 2025 and December 2025.

3. These restricted stock units, granted on January 23, 2025, vest in two equal annual installments beginning on January 23, 2026.

4. Includes approximately 5,622 dividend-equivalent restricted stock units accrued between March 2025 and December 2025.

Remarks:

	Adam J. Larkins POA for Mohit Ramani	01/27/2026
	** 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 transaction did KEY Chief Risk Officer Mohit Ramani report?

Mohit Ramani reported the conversion of 61,483 restricted stock units into 61,483 KeyCorp common shares on January 23, 2026. The filing also shows a separate disposal of 21,097 common shares at $21.1 per share on the same date, coded as transaction type “F.”

How many KeyCorp (KEY) shares does Mohit Ramani own after this Form 4?

After the reported transactions, Mohit Ramani directly holds 50,593 KeyCorp common shares. In addition, he beneficially owns 61,483 restricted stock units, which represent rights to receive the same number of KeyCorp common shares upon vesting according to the grant’s vesting schedule.

What is the vesting schedule for Mohit Ramani’s KeyCorp restricted stock units?

The restricted stock units reported were granted on January 23, 2025 and vest in two equal annual installments beginning January 23, 2026. Each RSU represents the right to receive one KeyCorp common share at vesting, increasing his share ownership as each installment vests.

What does the transaction code “M” mean in Mohit Ramani’s KEY Form 4?

In this Form 4, transaction code “M” indicates the exercise or conversion of derivative securities, here 61,483 restricted stock units. Those RSUs converted into 61,483 KeyCorp common shares at an exercise price of $0, increasing his directly held common share position before the subsequent “F” transaction.

What is the significance of the “F” transaction in Mohit Ramani’s KeyCorp filing?

The transaction coded “F” shows the disposal of 21,097 KeyCorp common shares at $21.1 per share on January 23, 2026. This transaction reduced his directly owned common shares from 71,691 to 50,593 after the earlier RSU conversion that increased his holdings.

Do dividends affect Mohit Ramani’s KeyCorp share and RSU balances?

Yes. The filing notes about 208 common shares were acquired via dividend reinvestments between June and December 2025. It also states around 5,622 dividend-equivalent restricted stock units accrued between March and December 2025, increasing the number of RSUs tied to dividend payments over that period.