Christopher M. Gorman - 16 Feb 2026 Form 4 Insider Report for KEYCORP /NEW/ (KEY)

Role
Chairman and CEO, Director
Signature
Adam J. Larkins POA for Christopher M. Gorman
Issuer symbol
KEY
Transactions as of
16 Feb 2026
Net transactions value
-$1,107,925
Form type
4
Filing time
18 Feb 2026, 16:21:43 UTC
Previous filing
11 Sep 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Gorman Christopher M. Chairman and CEO, Director C/O KEYCORP, 127 PUBLIC SQUARE, CLEVELAND Adam J. Larkins POA for Christopher M. Gorman 18 Feb 2026 0001486643

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KEY Common Shares Options Exercise +130,037 +19% 810,161 17 Feb 2026 Direct F1, F2
transaction KEY Common Shares Tax liability $1,107,925 -51,080 -6.3% $21.69 759,081 17 Feb 2026 Direct
holding KEY Common Shares 200,000 16 Feb 2026 By GRAT F3
holding KEY Common Shares 250,000 16 Feb 2026 By GRAT F3
holding KEY Common Shares 5,251 16 Feb 2026 401(k) Plan F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KEY Restricted Stock Units Award $0 +98,156 $0.000000 98,156 16 Feb 2026 Common Shares 98,156 Direct F1, F5
transaction KEY Option to Buy Award $0 +107,413 $0.000000 107,413 16 Feb 2026 Common Shares 107,413 $23.87 Direct F6
transaction KEY Restricted Stock Units Options Exercise $0 -25,734 -100% $0.000000 0 17 Feb 2026 Common Shares 25,734 Direct F1, F7, F8
transaction KEY Restricted Stock Units Options Exercise $0 -32,462 -50% $0.000000 32,462 17 Feb 2026 Common Shares 32,462 Direct F1, F9, F10
transaction KEY Restricted Stock Units Options Exercise $0 -41,237 -33% $0.000000 82,473 17 Feb 2026 Common Shares 41,237 Direct F1, F11, F12
transaction KEY Restricted Stock Units Options Exercise $0 -30,604 -25% $0.000000 91,809 17 Feb 2026 Common Shares 30,604 Direct F1, F13, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
F2 Includes approximately 198 common shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan since September 2025.
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.
F4 Reported as of February 9, 2026.
F5 These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027.
F6 The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027.
F7 These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026.
F8 Includes approximately 1,177 dividend-equivalent restricted stock units accrued between March and December 2025.
F9 These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.
F10 Includes approximately 2,968 dividend-equivalent restricted stock units accrued between March and December 2025.
F11 These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.
F12 Includes approximately 5,656 dividend-equivalent restricted stock units accrued between March and December 2025.
F13 These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026.
F14 Includes approximately 5,596 dividend-equivalent restricted stock units accrued between March and December 2025.