KeyCorp Chief Auditor reports equity grants, vesting

KEYCORP Chief Auditor Allyson M. Kidik reported several equity compensation transactions involving company stock.

Rhea-AI Filing Summary

KEYCORP Chief Auditor Allyson M. Kidik reported several equity compensation transactions involving company stock. On February 16, 2026, she was granted 5,184 restricted stock units and an option to buy 5,673 shares, both vesting in four equal annual installments beginning February 17, 2027.

On February 17, 2026, multiple restricted stock unit awards were exercised as they vested, resulting in the acquisition of 4,957 common shares, bringing her direct common share holdings to 27,029 before tax withholding. To cover taxes, 1,730 common shares were disposed of at $21.69 per share, leaving 25,299 directly held common shares.

Insider Trade Summary

4,957 shares exercised/converted

Exercise 8 txns

Insider Kidik Allyson M

Role Chief Auditor

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	478	$0.00	$0.00
Exercise	Restricted Stock Units	1,159	$0.00	$0.00
Exercise	Restricted Stock Units	1,767	$0.00	$0.00
Exercise	Restricted Stock Units	1,553	$0.00	$0.00
Exercise	Common Shares	4,957	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	1,730	$21.69	$38K
Grant/Award	Restricted Stock Units	5,184	$0.00	$0.00
Grant/Award	Option to Buy	5,673	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 14,533 contracts (Direct); Option to Buy — 5,673 contracts (Direct); Common Shares — 25,299 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 22 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 106 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 242 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 284 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 transactions did KEY (KeyCorp) report for Allyson M. Kidik?

KeyCorp reported equity compensation activity for Chief Auditor Allyson M. Kidik, including grants of restricted stock units and options, vesting-related share acquisitions, and a tax-withholding share disposition, all recorded on February 16–17, 2026, under the company’s compensation and equity incentive programs.

How many restricted stock units were granted to the KEY Chief Auditor in February 2026?

Allyson M. Kidik received 5,184 restricted stock units on February 16, 2026. These units vest in four equal annual installments starting February 17, 2027, giving her the right to receive one KeyCorp common share for each unit when it vests according to the award terms.

What stock options did Allyson M. Kidik receive from KeyCorp?

She was granted an option to buy 5,673 KeyCorp shares on February 16, 2026. The option vests in four equal annual installments beginning February 17, 2027, meaning additional portions become exercisable each year as long as vesting conditions are satisfied.

How many KeyCorp common shares did the Chief Auditor acquire through vesting?

On February 17, 2026, vested restricted stock units converted into 4,957 KeyCorp common shares. These shares reflect the delivery of stock upon satisfaction of vesting schedules from prior RSU awards, increasing her directly held common share position before any related tax-withholding transactions.

Why were some KeyCorp shares disposed of in the Form 4 filing?

The filing shows a disposition of 1,730 common shares at $21.69 per share coded as a tax-withholding transaction. This means shares were withheld or delivered to satisfy tax liabilities tied to equity vesting, rather than an open-market sale directed at changing her investment exposure.

What is Allyson M. Kidik’s direct KeyCorp share holding after these transactions?

Following the vesting-related share delivery and the tax-withholding disposition, Allyson M. Kidik directly holds 25,299 KeyCorp common shares. This figure reflects her post-transaction ownership as of the dates in the filing, after all recorded acquisitions and the single tax-related share disposition.

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

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Accepted by SEC EDGAR 02/18/2026 - 04:22 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^*

Kidik Allyson M

(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 Auditor

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		4,957	A	(1)	27,029	D
Common Shares	02/17/2026		F		1,730	D	$21.69	25,299	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		5,184		(2)	(2)	Common Shares	5,184	$0	5,184	D
Option to Buy	$23.87	02/16/2026		A		5,673		(3)	02/16/2036	Common Shares	5,673	$0	5,673	D
Restricted Stock Units	(1)	02/17/2026		M			478	(4)	(4)	Common Shares	478(5)	$0	0	D
Restricted Stock Units	(1)	02/17/2026		M			1,159	(6)	(6)	Common Shares	1,159	$0	1,159(7)	D
Restricted Stock Units	(1)	02/17/2026		M			1,767	(8)	(8)	Common Shares	1,767	$0	3,534(9)	D
Restricted Stock Units	(1)	02/17/2026		M			1,553	(10)	(10)	Common Shares	1,553	$0	4,656(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 22 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 106 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 242 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 284 dividend-equivalent restricted stock units accrued between March and December 2025.

Remarks:

	Adam J. Larkins POA for Allyson M. Kidik	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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