KeyCorp counsel reports RSU and option grants

KeyCorp General Counsel and Secretary James L. Waters reported multiple equity compensation moves.

Rhea-AI Filing Summary

KeyCorp General Counsel and Secretary James L. Waters reported multiple equity compensation moves. On February 16, 2026, he received 17,972 restricted stock units (RSUs) and an option to buy 19,667 shares, both vesting in four equal annual installments beginning February 17, 2027.

On February 17, 2026, several earlier RSU grants were exercised or converted into a total of 24,205 common shares, and 7,390 shares were disposed of at $21.69 per share to cover tax obligations. After these transactions, Waters directly owned 85,216 KeyCorp common shares, alongside his new RSU and option awards.

Insider Trade Summary

24,205 shares exercised/converted

Exercise 8 txns

Insider Waters James L

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,573	$0.00	$0.00
Exercise	Restricted Stock Units	6,028	$0.00	$0.00
Exercise	Restricted Stock Units	8,837	$0.00	$0.00
Exercise	Restricted Stock Units	5,767	$0.00	$0.00
Exercise	Common Shares	24,205	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	7,390	$21.69	$160K
Grant/Award	Restricted Stock Units	17,972	$0.00	$0.00
Grant/Award	Option to Buy	19,667	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 58,968 contracts (Direct); Option to Buy — 19,667 contracts (Direct); Common Shares — 85,216 shares (Direct)

Footnotes (11)

1. F1. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
2. F2. These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027.
3. F3. The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027.
4. F4. These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026.
5. F5. Includes approximately 163 dividend-equivalent restricted stock units accrued between March and December 2025.
6. F6. These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.
7. F7. Includes approximately 551 dividend-equivalent restricted stock units accrued between March and December 2025.
8. F8. These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.
9. F9. Includes approximately 1,212 dividend-equivalent restricted stock units accrued between March and December 2025.
10. F10. These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026.
11. F11. Includes approximately 1,054 dividend-equivalent restricted stock units accrued between March and December 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider equity transactions did KEY executive James L. Waters report?

James L. Waters reported new equity awards and related share activity. He received restricted stock units and stock options, exercised earlier RSU awards into common shares, and used a portion of those shares to satisfy tax withholding obligations, while increasing his overall direct ownership in KeyCorp stock.

How many restricted stock units did James L. Waters receive from KeyCorp (KEY)?

Waters received a grant of 17,972 restricted stock units. Each unit represents the right to receive one KeyCorp common share at vesting, providing time-based equity compensation that aligns his interests with shareholders over multiple years as the awards vest in scheduled installments.

What stock option grant did KeyCorp (KEY) make to James L. Waters?

KeyCorp granted Waters an option to buy 19,667 shares. The option was awarded on February 16, 2026 and is scheduled to vest in four equal annual installments beginning February 17, 2027, creating a long-term incentive tied to KeyCorp’s future share performance.

How many KeyCorp (KEY) shares were used for James L. Waters’ tax withholding?

Waters disposed of 7,390 KeyCorp common shares at $21.69 per share to cover tax obligations. This tax-withholding disposition followed the conversion of previously granted restricted stock units into common shares and did not represent an open-market sale for discretionary portfolio reasons.

What is James L. Waters’ KeyCorp (KEY) share ownership after these Form 4 transactions?

After the reported transactions, Waters directly owned 85,216 KeyCorp common shares. This figure reflects the net result of RSU conversions into common stock and the shares withheld for tax purposes, in addition to his newly granted RSU and stock option awards.

When do James L. Waters’ new KeyCorp (KEY) RSUs and options vest?

The new restricted stock units and stock option, both granted on February 16, 2026, vest in four equal annual installments. Vesting begins on February 17, 2027, spreading the compensation over four years and encouraging multi-year retention and alignment with KeyCorp shareholder outcomes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/18/2026 - 04:32 PM Learn about SEC filing dates

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^*

Waters James L

(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)
	General Counsel and Secretary

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		24,205	A	(1)	92,606	D
Common Shares	02/17/2026		F		7,390	D	$21.69	85,216	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		17,972		(2)	(2)	Common Shares	17,972	$0	17,972	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			3,573	(4)	(4)	Common Shares	3,573(5)	$0	0	D
Restricted Stock Units	(1)	02/17/2026		M			6,028	(6)	(6)	Common Shares	6,028	$0	6,028(7)	D
Restricted Stock Units	(1)	02/17/2026		M			8,837	(8)	(8)	Common Shares	8,837	$0	17,671(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 163 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 551 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 1,212 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 James L. Waters	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.
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