Gorman Christopher M. 4

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.