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KEYCORP /NEW/·4

Feb 18, 4:21 PM ET

Gorman Christopher M. 4

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

Research Summary

AI-generated summary of this filing

Updated

KeyCorp (KEY) CEO Christopher Gorman Exercises RSUs, Sells 51,080 Shares

What Happened
Christopher M. Gorman, KeyCorp’s Chairman & CEO, had equity awards convert/vest in mid‑February 2026 and completed related exercises/conversions. The filing shows grant/award entries on 2026-02-16 (98,156 and 107,413 RSU/derivative awards) and conversion/exercise activity on 2026-02-17 totaling 130,037 shares. To satisfy tax withholding, 51,080 shares were surrendered/sold at $21.69 each, generating $1,107,925. Many conversion/settlement lines show $0 cash value because these were non‑cash vesting/conversion events (RSU/derivative settlements).

Key Details

  • Transaction dates: grants/awards recorded 2026-02-16; exercises/conversions and tax withholding executed 2026-02-17; Form 4 filed 2026-02-18.
  • Tax withholding sale: 51,080 shares @ $21.69 = $1,107,925 (code F — payment of exercise price or tax liability).
  • Conversion/exercise activity: 130,037 shares converted/issued on 2026-02-17 (multiple 0‑price settlement lines reflecting derivative conversion).
  • Grants recorded 2026-02-16: 98,156 and 107,413 RSU/derivative awards (shown $0 because they are equity awards). Each RSU equals one KeyCorp common share at vesting (footnote F1).
  • Footnotes note standard vesting schedules and dividend‑equivalent RSUs; some grants vest over four years (see F11, F13, F5).
  • Shares owned after the transactions are not specified in the summary information provided in this prompt.
  • Filing appears timely (transaction period 2/16–2/17; Form filed 2/18); no 10b5‑1 or late‑filing flag disclosed.

Context

  • These entries are largely derivative/RSU conversions and subsequent tax withholding (code M for exercise/conversion; code F for shares used to satisfy taxes). The $0 amounts on several lines reflect non‑cash vesting or conversion into shares rather than open‑market purchases or sales.
  • Selling shares to cover taxes is routine and does not necessarily indicate a change in the insider’s view of the stock.
  • Retail investors should view this as standard executive equity compensation activity: awards vest/convert and a portion is surrendered to meet tax obligations.

Insider Transaction Report

Form 4
Period: 2026-02-16
KEYCORP /NEW/KEY
Gorman Christopher M.
DirectorChairman and CEO
Transactions
  • Exercise/Conversion

    Common Shares

    [F1][F2]
    2026-02-17+130,037→ 810,161 total
  • Tax Payment

    Common Shares

    2026-02-17$21.69/sh−51,080$1,107,925→ 759,081 total
  • Award

    Restricted Stock Units

    [F1][F5]
    2026-02-16+98,156→ 98,156 total
    → Common Shares (98,156 underlying)
  • Award

    Option to Buy

    [F6]
    2026-02-16+107,413→ 107,413 total
    Exercise: $23.87Exp: 2036-02-16→ Common Shares (107,413 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F7][F8]
    2026-02-17−25,734→ 0 total
    → Common Shares (25,734 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F9][F10]
    2026-02-17−32,462→ 32,462 total
    → Common Shares (32,462 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F11][F12]
    2026-02-17−41,237→ 82,473 total
    → Common Shares (41,237 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F13][F14]
    2026-02-17−30,604→ 91,809 total
    → Common Shares (30,604 underlying)
Holdings

  • Common Shares

    [F3]
    (indirect: By GRAT)
    200,000

  • Common Shares

    [F3]
    (indirect: By GRAT)
    250,000

  • Common Shares

    [F4]
    (indirect: By 401(k))
    5,251
Footnotes (14)
  • [F1]Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
  • [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.
  • [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.
Signature
Adam J. Larkins POA for Christopher M. Gorman|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771449699.xmlPrimary

    FORM 4