KeyCorp (NYSE: KEY) banking head trims stake with 65,961-share sale

Rhea-AI Filing Summary

KeyCorp officer Andrew J. Paine III, Head of Institutional Bank, sold 65,961 KeyCorp common shares on February 6, 2026 in an open-market transaction. The weighted average sale price was $23.23 per share, with individual trades ranging from $23.23 to $23.26.

After the sale, Paine directly beneficially owns 166,583 common shares. He also has indirect ownership interests, including 4,265 shares held by his spouse, 445 shares held by Paine Investments LP, 108,746 shares held by a grantor retained annuity trust, and 26,389 shares in a 401(k) plan reported as of February 9, 2026.

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
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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^*

Paine Andrew J III

(Last) (First) (Middle)

C/O KEYCORP

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 Institutional Bank

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		S		65,961	D	$23.23(1)(2)	166,583	D
Common Shares								4,265	I	By spouse
Common Shares								445	I	By Paine Investments LP
Common Shares								108,746	I	By GRAT(3)
Common Shares								26,389(4)	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

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.23 to $23.26.

2. The reporting person may provide to KeyCorp, any security holder of KeyCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

3. These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust.

4. Reported as of February 9, 2026.

Remarks:

	Adam J. Larkins POA for Andrew J. Paine III	02/10/2026
	** 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 transaction did KeyCorp (KEY) report for Andrew J. Paine III?

KeyCorp reported that officer Andrew J. Paine III sold 65,961 common shares on February 6, 2026. The sale was an open-market transaction and is disclosed on a Form 4 insider trading report filed under U.S. securities regulations.

At what price did Andrew J. Paine III sell KeyCorp (KEY) shares?

The reported sale used a weighted average price of $23.23 per share. Individual trades occurred in multiple transactions at prices ranging from $23.23 to $23.26, as detailed in the Form 4 explanatory footnotes for this insider transaction.

How many KeyCorp (KEY) shares does Andrew J. Paine III own after the sale?

After the reported sale, Andrew J. Paine III directly owns 166,583 KeyCorp common shares. He also reports indirect beneficial ownership through his spouse, Paine Investments LP, a grantor retained annuity trust, and a 401(k) plan, each listed separately in the filing.

What indirect KeyCorp (KEY) holdings are associated with Andrew J. Paine III?

Indirect holdings include 4,265 shares held by his spouse, 445 shares held by Paine Investments LP, 108,746 shares in a grantor retained annuity trust, and 26,389 shares in a 401(k) plan, with the 401(k) balance reported as of February 9, 2026.

What is the role of Andrew J. Paine III at KeyCorp (KEY)?

Andrew J. Paine III is an officer of KeyCorp serving as Head of Institutional Bank. His position is disclosed in the Form 4 filing, which also confirms he is not a director and not classified as a 10% owner under SEC reporting categories.

How does the Form 4 describe the KeyCorp (KEY) share sale pricing detail?

The Form 4 notes that the reported sale price is a weighted average. Shares were sold in multiple transactions at prices between $23.23 and $23.26. The filing states the reporting person can provide full breakdowns of shares sold at each price upon request.