Andrew J. Paine III - 16 Feb 2026 Form 4 Insider Report for KEYCORP /NEW/ (KEY)

Role
Head of Institutional Bank
Signature
Adam J. Larkins POA for Andrew J. Paine III
Issuer symbol
KEY
Transactions as of
16 Feb 2026
Net transactions value
-$290,928
Form type
4
Filing time
18 Feb 2026, 16:27:28 UTC
Previous filing
10 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Paine Andrew J III Head of Institutional Bank C/O KEYCORP, 127 PUBLIC SQUARE, CLEVELAND Adam J. Larkins POA for Andrew J. Paine III 18 Feb 2026 0001669883

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KEY Common Shares Options Exercise +44,557 +27% 211,140 17 Feb 2026 Direct F1
transaction KEY Common Shares Tax liability $290,928 -13,413 -6.4% $21.69 197,727 17 Feb 2026 Direct
holding KEY Common Shares 445 16 Feb 2026 By Paine Investments LP
holding KEY Common Shares 4,265 16 Feb 2026 By spouse
holding KEY Common Shares 108,746 16 Feb 2026 By GRAT F2
holding KEY Common Shares 26,389 16 Feb 2026 401(k) Plan F3

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 +34,562 $0.000000 34,562 16 Feb 2026 Common Shares 34,562 Direct F1, F4
transaction KEY Option to Buy Award $0 +37,821 $0.000000 37,821 16 Feb 2026 Common Shares 37,821 $23.87 Direct F5
transaction KEY Restricted Stock Units Options Exercise $0 -8,935 -100% $0.000000 0 17 Feb 2026 Common Shares 8,935 Direct F1, F6, F7
transaction KEY Restricted Stock Units Options Exercise $0 -11,129 -50% $0.000000 11,129 17 Feb 2026 Common Shares 11,129 Direct F1, F8, F9
transaction KEY Restricted Stock Units Options Exercise $0 -12,960 -33% $0.000000 25,920 17 Feb 2026 Common Shares 12,960 Direct F1, F10, F11
transaction KEY Restricted Stock Units Options Exercise $0 -11,532 -25% $0.000000 34,595 17 Feb 2026 Common Shares 11,532 Direct F1, F12, F13
* 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 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.
F3 Reported as of February 9, 2026.
F4 These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027.
F5 The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027.
F6 These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026.
F7 Includes approximately 408 dividend-equivalent restricted stock units accrued between March and December 2025.
F8 These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.
F9 Includes approximately 1,018 dividend-equivalent restricted stock units accrued between March and December 2025.
F10 These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.
F11 Includes approximately 1,778 dividend-equivalent restricted stock units accrued between March and December 2025.
F12 These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026.
F13 Includes approximately 2,109 dividend-equivalent restricted stock units accrued between March and December 2025.