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KeyCorp CEO exercises awards, nets 759,081 shares

KeyCorp Chairman and CEO Christopher M. Gorman reported multiple equity award transactions.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

KeyCorp Chairman and CEO Christopher M. Gorman reported multiple equity award transactions. On February 17, 2026, he exercised restricted stock units into 130,037 common shares and had 51,080 shares withheld at $21.69 per share to cover tax obligations, leaving 759,081 common shares held directly.

On February 16, 2026, he received grants of 98,156 restricted stock units and an option to buy 107,413 shares, each vesting in four equal annual installments beginning February 17, 2027. He also reports indirect holdings of 200,000 and 250,000 common shares in grantor retained annuity trusts for himself and his children, and 5,251 shares in a 401(k) plan.

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Insider Gorman Christopher M.
Role Chairman and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 25,734 $0.00 $0.00
Exercise Restricted Stock Units 32,462 $0.00 $0.00
Exercise Restricted Stock Units 41,237 $0.00 $0.00
Exercise Restricted Stock Units 30,604 $0.00 $0.00
Exercise Common Shares 130,037 $0.00 $0.00
Exercise Price or Tax Liability Common Shares 51,080 $21.69 $1.11M
Grant/Award Restricted Stock Units 98,156 $0.00 $0.00
Grant/Award Option to Buy 107,413 $0.00 $0.00
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Restricted Stock Units — 304,900 contracts (Direct); Option to Buy — 107,413 contracts (Direct); Common Shares — 759,081 shares (Direct); Common Shares — 450,000 shares (Indirect, By GRAT); Common Shares — 5,251 shares (Indirect, 401(k) Plan)
Footnotes (14)
  1. F1. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
  2. F2. Includes approximately 198 common shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan since September 2025.
  3. F3. 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. F4. Reported as of February 9, 2026.
  5. F5. These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027.
  6. F6. The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027.
  7. F7. These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026.
  8. F8. Includes approximately 1,177 dividend-equivalent restricted stock units accrued between March and December 2025.
  9. F9. These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.
  10. F10. Includes approximately 2,968 dividend-equivalent restricted stock units accrued between March and December 2025.
  11. F11. These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.
  12. F12. Includes approximately 5,656 dividend-equivalent restricted stock units accrued between March and December 2025.
  13. F13. These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026.
  14. F14. Includes approximately 5,596 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 CEO Christopher M. Gorman report?
Christopher M. Gorman reported exercising restricted stock units into 130,037 KeyCorp common shares and a tax-related share disposition of 51,080 shares. He also received new grants of 98,156 restricted stock units and an option on 107,413 shares on separate award dates.

How many KeyCorp (KEY) shares does Christopher M. Gorman now hold directly and indirectly?
After these transactions, Gorman directly holds 759,081 KeyCorp common shares. Indirectly, he reports 200,000 and 250,000 shares in grantor retained annuity trusts and 5,251 shares in a 401(k) plan, reflecting both personal and family-related ownership structures.

What new equity awards did the KeyCorp CEO receive in February 2026?
On February 16, 2026, Gorman received 98,156 restricted stock units and an option to buy 107,413 KeyCorp shares. Both awards vest in four equal annual installments beginning February 17, 2027, aligning his compensation with longer-term company performance.

Why were 51,080 KeyCorp shares disposed of at $21.69 by the CEO?
The 51,080 KeyCorp shares at $21.69 per share were disposed of to satisfy tax withholding obligations. This disposition is coded as “F”, meaning payment of tax liability by delivering securities, rather than an open-market voluntary sale.

How do the grantor retained annuity trusts affect Gorman’s KeyCorp ownership?
Two grantor retained annuity trusts hold 200,000 and 250,000 KeyCorp shares for Gorman and his children. He is trustee, so these positions are reported as indirect ownership, reflecting estate and wealth-planning structures in addition to his direct shareholdings.

When do Christopher Gorman’s new KeyCorp restricted stock units and options vest?
The restricted stock units and stock option granted on February 16, 2026 vest in four equal annual installments starting February 17, 2027. This schedule gradually delivers ownership over several years, encouraging multi-year performance alignment with shareholders.

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

Form 4 Insider Transactions: What Each Field Means →
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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*
Gorman Christopher 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
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 130,037 A (1) 810,161(2) D
Common Shares 02/17/2026 F 51,080 D $21.69 759,081 D
Common Shares 200,000 I By GRAT(3)
Common Shares 250,000 I By GRAT(3)
Common Shares 5,251(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
Restricted Stock Units (1) 02/16/2026 A 98,156 (5) (5) Common Shares 98,156 $0 98,156 D
Option to Buy $23.87 02/16/2026 A 107,413 (6) 02/16/2036 Common Shares 107,413 $0 107,413 D
Restricted Stock Units (1) 02/17/2026 M 25,734 (7) (7) Common Shares 25,734 $0 0(8) D
Restricted Stock Units (1) 02/17/2026 M 32,462 (9) (9) Common Shares 32,462 $0 32,462(10) D
Restricted Stock Units (1) 02/17/2026 M 41,237 (11) (11) Common Shares 41,237 $0 82,473(12) D
Restricted Stock Units (1) 02/17/2026 M 30,604 (13) (13) Common Shares 30,604 $0 91,809(14) D
Explanation of Responses:
1. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
2. Includes approximately 198 common shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan since September 2025.
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.
5. These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027.
6. The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027.
7. These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026.
8. Includes approximately 1,177 dividend-equivalent restricted stock units accrued between March and December 2025.
9. These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.
10. Includes approximately 2,968 dividend-equivalent restricted stock units accrued between March and December 2025.
11. These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.
12. Includes approximately 5,656 dividend-equivalent restricted stock units accrued between March and December 2025.
13. These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026.
14. Includes approximately 5,596 dividend-equivalent restricted stock units accrued between March and December 2025.
Remarks:
Adam J. Larkins POA for Christopher M. Gorman 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

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