Khayat Clark H 4

4 · KEYCORP /NEW/ · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

KeyCorp (KEY) CFO Clark Khayat Exercises RSUs; Shares Withheld

What Happened

Clark H. Khayat, Chief Financial Officer of KeyCorp (KEY), had derivative awards convert to common shares and reported grant awards of new restricted stock units (RSUs). On Feb 16–17, 2026, 26,845 derivative shares were converted (code M) and multiple disposals were reported, including 8,130 shares withheld to pay tax liabilities at $21.69 per share for a tax withholding amount of $176,340 (code F). The filing also shows two new RSU grants on Feb 16, 2026 for 31,012 and 33,434 RSUs (awards, code A).

Key Details

Transaction dates: Feb 16–17, 2026; Form 4 filed Feb 18, 2026 (appears timely).
Notable trades:
- Feb 17, 2026: Exercise/conversion (M) — 26,845 shares acquired (derivative conversion).
- Feb 17, 2026: Payment of exercise price/tax (F) — 8,130 shares withheld at $21.69/share = $176,340.
- Feb 16, 2026: Grants (A) — 31,012 RSUs and 33,434 RSUs @ $0 (derivative awards).
- Several conversion/settlement line items (M) show disposals of 3,573; 5,564; 8,837; and 8,871 shares (each reported at $0), which together correspond to the 26,845-share conversion.
Shares owned after the transactions: not shown in the supplied data.
Footnotes of interest:
- F1: Each RSU equals the right to one KeyCorp common share at vesting.
- F4: RSUs granted Feb 14, 2022 vested in installments ending Feb 17, 2026 (likely source of the converted shares).
- F2/F10 and others: New RSU grants have multi-year vesting schedules (four equal annual installments beginning in 2026–2027). Several footnotes note dividend-equivalent RSUs included.
Transaction codes explained: A = award/grant, M = exercise/conversion of derivative, F = shares withheld to pay taxes.

Context

This looks like routine executive equity activity tied to vesting/settlement of RSUs: derivative awards converted to shares and a portion of shares were withheld to satisfy tax obligations (common practice). The newly reported RSU grants are awards that vest over future years and are not immediate open‑market purchases or sales. The filing does not on its face indicate discretionary open‑market selling for cash beyond the tax-withholding.

Form 4

Period: 2026-02-16

Chief Financial Officer

Transactions

Exercise/Conversion
Common Shares
[F1]
2026-02-17+26,845→ 168,189 total
Tax Payment
Common Shares
2026-02-17$21.69/sh−8,130$176,340→ 160,059 total
Award
Restricted Stock Units
[F1][F2]
2026-02-16+31,012→ 31,012 total
→ Common Shares (31,012 underlying)
Award
Option to Buy
[F3]
2026-02-16+33,434→ 33,434 total
Exercise: $23.87Exp: 2036-02-16→ Common Shares (33,434 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4][F5]
2026-02-17−3,573→ 0 total
→ Common Shares (3,573 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F6][F7]
2026-02-17−5,564→ 5,564 total
→ Common Shares (5,564 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F8][F9]
2026-02-17−8,837→ 17,671 total
→ Common Shares (8,837 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F10][F11]
2026-02-17−8,871→ 26,612 total
→ Common Shares (8,871 underlying)

Footnotes (11)

[F1]Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
[F10]These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026.
[F11]Includes approximately 1,622 dividend-equivalent restricted stock units accrued between March and December 2025.
[F2]These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027.
[F3]The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027.
[F4]These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026.
[F5]Includes approximately 163 dividend-equivalent restricted stock units accrued between March and December 2025.
[F6]These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.
[F7]Includes approximately 509 dividend-equivalent restricted stock units accrued between March and December 2025.
[F8]These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.
[F9]Includes approximately 1,212 dividend-equivalent restricted stock units accrued between March and December 2025.

Signature

Adam J. Larkins POA for Clark H. Khayat|2026-02-18

1 file