KeyCorp (NYSE: KEY) executive gets new RSUs, options and tax share withholding

Rhea-AI Filing Summary

KeyCorp executive Andrew J. Paine III, Head of Institutional Bank, reported multiple equity compensation moves. On February 17, 2026, he acquired 44,557 KeyCorp common shares through the exercise or conversion of restricted stock units at a stated price of $0.00 per share.

To cover tax obligations related to these awards, 13,413 common shares were disposed of at $21.69 per share as a tax-withholding transaction. On February 16, 2026, he also received new grants of 34,562 restricted stock units and an option to buy 37,821 shares, both vesting in four equal annual installments beginning February 17, 2027. The filing also lists indirect holdings through a partnership, spouse, a grantor retained annuity trust, and a 401(k) plan.

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

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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)
02/16/2026

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		44,557	A	(1)	211,140	D
Common Shares	02/17/2026		F		13,413	D	$21.69	197,727	D
Common Shares								445	I	By Paine Investments LP
Common Shares								4,265	I	By spouse
Common Shares								108,746	I	By GRAT(2)
Common Shares								26,389(3)	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		34,562		(4)	(4)	Common Shares	34,562	$0	34,562	D
Option to Buy	$23.87	02/16/2026		A		37,821		(5)	02/16/2036	Common Shares	37,821	$0	37,821	D
Restricted Stock Units	(1)	02/17/2026		M			8,935	(6)	(6)	Common Shares	8,935(7)	$0	0	D
Restricted Stock Units	(1)	02/17/2026		M			11,129	(8)	(8)	Common Shares	11,129	$0	11,129(9)	D
Restricted Stock Units	(1)	02/17/2026		M			12,960	(10)	(10)	Common Shares	12,960	$0	25,920(11)	D
Restricted Stock Units	(1)	02/17/2026		M			11,532	(12)	(12)	Common Shares	11,532	$0	34,595(13)	D

Explanation of Responses:

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

2. 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.

3. Reported as of February 9, 2026.

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

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

6. These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026.

7. Includes approximately 408 dividend-equivalent restricted stock units accrued between March and December 2025.

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

9. Includes approximately 1,018 dividend-equivalent restricted stock units accrued between March and December 2025.

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

11. Includes approximately 1,778 dividend-equivalent restricted stock units accrued between March and December 2025.

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

13. Includes approximately 2,109 dividend-equivalent restricted stock units accrued between March and December 2025.

Remarks:

	Adam J. Larkins POA for Andrew J. Paine III	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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FAQ

What insider transactions did Andrew J. Paine III report at KeyCorp (KEY)?

Andrew J. Paine III reported exercising restricted stock units into KeyCorp common shares, a tax-withholding share disposition, and new grants of restricted stock units and stock options. These transactions reflect routine equity compensation activity rather than open-market buying or selling.

How many KeyCorp shares did Andrew Paine acquire through award exercises?

He acquired 44,557 KeyCorp common shares via the exercise or conversion of restricted stock units at a stated price of $0.00 per share. These units represented stock-based compensation that settled into common shares as vesting conditions were met.

What tax-related share disposition is disclosed in this KeyCorp Form 4?

The filing shows a tax-withholding disposition of 13,413 KeyCorp common shares at $21.69 per share. This transaction, coded “F,” indicates shares were delivered to satisfy tax liabilities associated with equity awards, rather than an open-market sale for investment purposes.

What new equity awards did Andrew Paine receive from KeyCorp on February 16, 2026?

He received 34,562 restricted stock units and an option to buy 37,821 KeyCorp shares, both granted on February 16, 2026. Each award vests in four equal annual installments starting February 17, 2027, providing long-term, performance-linked compensation incentives.

How do the new restricted stock units for Andrew Paine vest over time?

The 34,562 restricted stock units granted on February 16, 2026 vest in four equal annual installments beginning February 17, 2027. This structure ties a portion of his compensation to multi-year service and performance, aligning with typical executive retention practices.

What indirect KeyCorp share holdings associated with Andrew Paine are reported?

The Form 4 lists indirect ownership of KeyCorp common shares through Paine Investments LP, his spouse, a grantor retained annuity trust, and a 401(k) plan. One footnote states the trust holdings are reported as of February 9, 2026, with Paine serving as trustee.

Does this Form 4 suggest large open-market buying or selling by Andrew Paine?

The disclosure centers on equity award exercises, new grants, and a tax-withholding disposition of 13,413 shares at $21.69. It does not report transactions with an open-market sale code; activity appears related to compensation rather than discretionary trading.