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KeyCorp (NYSE: KEY) executive reports new stock grants and tax share sale

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

KeyCorp executive Trina M. Evans reported multiple equity award transactions. On February 17, 2026, she acquired 13,094 common shares through exercises or conversions of restricted stock units and options, and 4,078 common shares were disposed of at $21.6900 per share to satisfy tax withholding obligations.

On February 16, 2026, she received grants of 9,677 restricted stock units and 10,590 options to buy KeyCorp shares, each vesting in four equal annual installments beginning on February 17, 2027. Footnotes also describe earlier restricted stock unit grants from 2022–2025 with four-year vesting and additional dividend-equivalent units.

Positive

  • None.

Negative

  • None.
Insider Evans Trina M
Role Director, Corporate Center
Type Security Shares Price Value
Exercise Restricted Stock Units 2,620 $0.00 --
Exercise Restricted Stock Units 3,246 $0.00 --
Exercise Restricted Stock Units 4,123 $0.00 --
Exercise Restricted Stock Units 3,105 $0.00 --
Exercise Common Shares 13,094 $0.00 --
Tax Withholding Common Shares 4,078 $21.69 $88K
Grant/Award Restricted Stock Units 9,677 $0.00 --
Grant/Award Option to Buy 10,590 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Shares — 71,549 shares (Direct); Option to Buy — 10,590 shares (Direct)
Footnotes (1)
  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 120 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 297 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 566 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 568 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*
Evans Trina M
(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)
Director, Corporate Center
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 13,094 A (1) 71,549 D
Common Shares 02/17/2026 F 4,078 D $21.69 67,471 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 9,677 (2) (2) Common Shares 9,677 $0 9,677 D
Option to Buy $23.87 02/16/2026 A 10,590 (3) 02/16/2036 Common Shares 10,590 $0 10,590 D
Restricted Stock Units (1) 02/17/2026 M 2,620 (4) (4) Common Shares 2,620(5) $0 0 D
Restricted Stock Units (1) 02/17/2026 M 3,246 (6) (6) Common Shares 3,246 $0 3,246(7) D
Restricted Stock Units (1) 02/17/2026 M 4,123 (8) (8) Common Shares 4,123 $0 8,247(9) D
Restricted Stock Units (1) 02/17/2026 M 3,105 (10) (10) Common Shares 3,105 $0 9,314(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 120 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 297 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 566 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 568 dividend-equivalent restricted stock units accrued between March and December 2025.
Remarks:
Adam J. Larkins POA for Trina M. Evans 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 insider transactions did Trina M. Evans report in this KeyCorp (KEY) Form 4?

Trina M. Evans reported exercises of restricted stock units and options acquiring 13,094 common shares, plus a tax-withholding disposition of 4,078 shares. She also received new grants of 9,677 restricted stock units and 10,590 options to buy KeyCorp common shares under company equity compensation plans.

How many KeyCorp (KEY) shares were withheld for taxes in Trina Evans’ filing?

The filing shows 4,078 KeyCorp common shares disposed of at $21.6900 per share under code “F,” indicating shares were withheld to cover tax liabilities. This is a tax-withholding disposition, not an open-market sale, and occurred alongside equity award exercises.

What new equity awards did Trina M. Evans receive from KeyCorp (KEY)?

Evans received 9,677 restricted stock units and an option to buy 10,590 KeyCorp shares on February 16, 2026. Footnotes state both awards vest in four equal annual installments beginning on February 17, 2027, reflecting a multi-year incentive structure tied to continued service.

How do Trina Evans’ new KeyCorp (KEY) restricted stock units vest?

The 9,677 restricted stock units granted on February 16, 2026 vest in four equal annual installments starting on February 17, 2027. Each restricted stock unit represents the right to receive one KeyCorp common share upon vesting, aligning compensation with longer-term company performance.

What is the vesting schedule for Trina Evans’ new KeyCorp (KEY) stock options?

The option to buy 10,590 KeyCorp shares, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027. This staggered vesting encourages retention and links potential option value to the company’s future share performance over several years.

Do Trina Evans’ KeyCorp (KEY) restricted stock units include dividend equivalents?

Footnotes indicate several restricted stock unit positions include approximate dividend-equivalent units, such as 120, 297, 566, and 568 units accrued between March and December 2025. These dividend-equivalent units mirror cash dividends by crediting additional units, modestly increasing potential future share delivery at vesting.