KeyCorp (NYSE: KEY) executive awarded RSUs, options and withholds shares

Rhea-AI Filing Summary

KeyCorp Head of Consumer Bank Victor B. Alexander reported multiple equity compensation moves. On February 16, 2026, he received 22,119 restricted stock units and an option to buy 24,205 shares, each vesting in four equal annual installments beginning February 17, 2027.

On February 17, 2026, several earlier restricted stock unit awards were exercised into common shares, and 6,845 common shares were disposed of at $21.69 per share to cover tax obligations. Following these transactions, he directly held 162,458 common shares, plus 2,070 shares by trust and 10,961 shares in a 401(k) plan reported as of February 9, 2026.

Insider Trade Summary

23,130 shares exercised/converted

Mixed 10 txns

Insider Alexander Victor B

Role Head of Consumer Bank

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,288	$0.00	--
Exercise	Restricted Stock Units	5,564	$0.00	--
Exercise	Restricted Stock Units	7,069	$0.00	--
Exercise	Restricted Stock Units	6,209	$0.00	--
Exercise	Common Shares	23,132	$0.00	--
Tax Withholding	Common Shares	6,845	$21.69	$148K
Grant/Award	Restricted Stock Units	22,119	$0.00	--
Grant/Award	Option to Buy	24,205	$0.00	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Shares — 169,303 shares (Direct); Option to Buy — 24,205 shares (Direct); Common Shares — 2,070 shares (Indirect, By Trust)

Footnotes (1)

1. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting. Reported as of February 9, 2026. 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, 2023. Includes approximately 196 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Alexander Victor B

(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)
	Head of Consumer 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/17/2026		M		23,132	A	(1)	169,303	D
Common Shares	02/17/2026		F		6,845	D	$21.69	162,458	D
Common Shares								2,070	I	By Trust
Common Shares								10,961(2)	I	401(k) Plan

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		22,119		(3)	(3)	Common Shares	22,119	$0	22,119	D
Option to Buy	$23.87	02/16/2026		A		24,205		(4)	02/16/2036	Common Shares	24,205	$0	24,205	D
Restricted Stock Units	(1)	02/17/2026		M			4,288	(5)	(5)	Common Shares	4,288(6)	$0	0	D
Restricted Stock Units	(1)	02/17/2026		M			5,564	(7)	(7)	Common Shares	5,564	$0	5,564(8)	D
Restricted Stock Units	(1)	02/17/2026		M			7,069	(9)	(9)	Common Shares	7,069	$0	14,137(10)	D
Restricted Stock Units	(1)	02/17/2026		M			6,209	(11)	(11)	Common Shares	6,209	$0	18,628(12)	D

Explanation of Responses:

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

2. Reported as of February 9, 2026.

3. These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027.

4. The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027.

5. These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2023.

6. Includes approximately 196 dividend-equivalent restricted stock units accrued between March and December 2025.

7. These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.

8. Includes approximately 509 dividend-equivalent restricted stock units accrued between March and December 2025.

9. These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.

10. Includes approximately 970 dividend-equivalent restricted stock units accrued between March and December 2025.

11. These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026.

12. Includes approximately 1,136 dividend-equivalent restricted stock units accrued between March and December 2025.

Remarks:

	Adam J. Larkins POA for Victor B. Alexander	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 insider transactions did KEY Head of Consumer Bank Victor B. Alexander report?

Victor B. Alexander reported equity award grants, option grants, restricted stock unit conversions, and a tax-related share disposition. These actions adjusted his direct and indirect holdings of KeyCorp common shares without indicating an open-market purchase or sale.

How many restricted stock units did Victor B. Alexander receive from KEY in February 2026?

He received a grant of 22,119 restricted stock units on February 16, 2026. Each unit represents the right to receive one KeyCorp common share at vesting, with the award vesting in four equal annual installments beginning on February 17, 2027.

What stock options did Victor B. Alexander receive from KeyCorp (KEY)?

On February 16, 2026, he was granted an option to buy 24,205 KeyCorp common shares. This option vests in four equal annual installments starting on February 17, 2027, aligning with the vesting schedule of the restricted stock unit grant.

Why did Victor B. Alexander dispose of 6,845 KeyCorp shares and at what price?

He disposed of 6,845 common shares at $21.69 per share in a tax-withholding transaction. The shares were delivered to satisfy tax liabilities arising from equity awards, rather than as an open-market sale for investment purposes.

What are Victor B. Alexander’s direct and indirect KEY share holdings after these transactions?

After the reported transactions, he directly held 162,458 KeyCorp common shares. Indirectly, he held 2,070 shares through a trust and 10,961 shares in a 401(k) plan, with indirect amounts reported as of February 9, 2026.

How do the new KeyCorp restricted stock units for Victor B. Alexander vest over time?

The 22,119 restricted stock units granted on February 16, 2026 vest in four equal annual installments. Vesting begins on February 17, 2027, meaning one-quarter of the units convert into common shares on each anniversary date.