Was the share disposition by Kenneth Gavrity an open-market sale of KeyCorp stock?

No. The 6,646-share disposition is reported under code F, indicating shares were delivered to cover exercise price or tax liabilities. This represents tax-withholding activity rather than a discretionary open-market sale of KeyCorp common shares.

Equity grants to KeyCorp (NYSE: KEY) commercial banking head detailed

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

KeyCorp executive Kenneth C. Gavrity reported multiple equity compensation transactions. On February 17, 2026, restricted stock units converted into 21,702 common shares, and 6,646 common shares were disposed of to satisfy tax withholding at $21.69 per share, leaving 134,647 common shares directly owned.

On February 16, 2026, he received 43,778 restricted stock units and an option to buy 22,692 shares, each vesting in four equal annual installments beginning February 17, 2027. Each restricted stock unit represents one KeyCorp common share upon vesting.

Insider Trade Summary

21,703 shares exercised/converted

Mixed 8 txns

Insider Gavrity Kenneth C

Role Head of Commercial Bank

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,859	$0.00	--
Exercise	Restricted Stock Units	5,564	$0.00	--
Exercise	Restricted Stock Units	7,070	$0.00	--
Exercise	Restricted Stock Units	6,210	$0.00	--
Exercise	Common Shares	21,702	$0.00	--
Tax Withholding	Common Shares	6,646	$21.69	$144K
Grant/Award	Restricted Stock Units	43,778	$0.00	--
Grant/Award	Option to Buy	22,692	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Shares — 141,293 shares (Direct); Option to Buy — 22,692 shares (Direct)

Footnotes (1)

Each restricted stock unit represents the right to receive one KeyCorp common share at vesting. These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027. The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027. These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026. Includes approximately 131 dividend-equivalent restricted stock units accrued between March and December 2025. These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024. Includes approximately 509 dividend-equivalent restricted stock units accrued between March and December 2025. These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025. Includes approximately 970 dividend-equivalent restricted stock units accrued between March and December 2025. These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026. Includes approximately 1,136 dividend-equivalent restricted stock units accrued between March and December 2025.

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Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 04:19 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gavrity Kenneth C

(Last)

(First)

(Middle)

127 PUBLIC SQUARE

(Street)

CLEVELAND

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 Commercial Bank

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/17/2026		M		21,702	A	⁽¹⁾	141,293	D
Common Shares	02/17/2026		F		6,646	D	$21.69	134,647	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/16/2026		A		43,778		⁽²⁾	⁽²⁾	Common Shares	43,778	$0	43,778	D
Option to Buy	$23.87	02/16/2026		A		22,692		⁽³⁾	02/16/2036	Common Shares	22,692	$0	22,692	D
Restricted Stock Units	⁽¹⁾	02/17/2026		M			2,859	⁽⁴⁾	⁽⁴⁾	Common Shares	2,859⁽⁵⁾	$0	0	D
Restricted Stock Units	⁽¹⁾	02/17/2026		M			5,564	⁽⁶⁾	⁽⁶⁾	Common Shares	5,564	$0	5,564⁽⁷⁾	D
Restricted Stock Units	⁽¹⁾	02/17/2026		M			7,070	⁽⁸⁾	⁽⁸⁾	Common Shares	7,070	$0	14,137⁽⁹⁾	D
Restricted Stock Units	⁽¹⁾	02/17/2026		M			6,210	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	6,210	$0	18,628⁽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 131 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 509 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 970 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 1,136 dividend-equivalent restricted stock units accrued between March and December 2025.

Remarks:

	Adam J. Larkins POA for Kenneth C. Gavrity	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.

Source: View Original Filing on SEC EDGAR

FAQ

What did KeyCorp (KEY) executive Kenneth C. Gavrity report in this Form 4?

Kenneth C. Gavrity reported equity compensation activity, including restricted stock units converting into common shares, new restricted stock unit and option grants, and a share disposition to cover tax withholding. All positions are reported as directly owned following these transactions.

How many KeyCorp common shares did Kenneth Gavrity acquire and dispose of?

Restricted stock units converted into 21,702 KeyCorp common shares, while 6,646 common shares were disposed of to satisfy tax withholding obligations at $21.69 per share. After these movements, Gavrity directly owned 134,647 KeyCorp common shares according to the filing.

What new restricted stock units did Kenneth Gavrity receive from KeyCorp (KEY)?

Gavrity received a grant of 43,778 restricted stock units on February 16, 2026. Each unit represents one KeyCorp common share at vesting and will vest in four equal annual installments starting on February 17, 2027, subject to the plan’s terms.

What stock options were granted to Kenneth Gavrity by KeyCorp?

KeyCorp granted Gavrity an option to buy 22,692 shares on February 16, 2026. This option vests in four equal annual installments beginning February 17, 2027, aligning with the vesting schedule of his newly granted restricted stock units.

How do Kenneth Gavrity’s restricted stock units at KeyCorp vest over time?

The newly granted restricted stock units vest in four equal annual installments beginning February 17, 2027. Earlier grants vest or vested in similar four-year annual installments, with some awards including additional dividend-equivalent restricted stock units accumulated during 2025.