KEYCORP /NEW/·4

Feb 18, 4:17 PM ET

Brady Amy G. 4

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

Research Summary

AI-generated summary of this filing

Updated

KeyCorp CIO Amy Brady Exercises Options, Sells Shares for Taxes

What Happened

Amy G. Brady, Chief Information Officer of KeyCorp (KEY), had derivative awards convert and received new restricted stock unit (RSU) grants in mid-February 2026. On 2026-02-17 she exercised/converted derivative interests into 27,806 shares (reported as an "M" exercise/conversion). To satisfy tax and exercise obligations, a portion of the shares were surrendered/withheld (several zero-dollar dispositions reported) and 8,413 shares were disposed at $21.69 per share for $182,478 to cover tax liability. On 2026-02-16 she was also granted two RSU awards (20,737 and 22,692 RSUs) that vest in future years.

Key Details

  • Transaction dates: Grants on 2026-02-16; conversions/exercises and withholding/sales on 2026-02-17.
  • Tax withholding sale: 8,413 shares disposed at $21.69 each, proceeds reported as $182,478 (code F — payment of tax liability).
  • Exercise/conversion: 27,806 shares acquired via conversion/exercise (code M). Several additional M entries (5,360; 6,955; 8,837; 6,653) were reported as disposed at $0.00 (these reflect shares surrendered/withheld in connection with the conversions).
  • Grants: Two RSU awards on 2026-02-16 totaling 43,429 RSUs (20,737 + 22,692) reported as derivative awards (code A); these vest in four equal annual installments beginning Feb 17, 2027 (footnote).
  • Notable footnotes: RSUs represent the right to receive one share at vesting; some awards/vesting schedules date from 2022–2025 and include accrued dividend-equivalent RSUs per the filing.
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Filing timeliness: Report period 2026-02-16; filing date 2026-02-18 — appears timely (no late filing indicated).

Context

  • What the codes mean: A = award/grant (RSUs), M = exercise/conversion of derivative, F = shares used/sold to pay exercise price or taxes. Many insider filings show shares withheld or sold to cover taxes when RSUs vest or options are exercised; that appears to be the case here.
  • Market signal: The filing documents a mix of awards/vests and routine tax-withholding sales rather than an open-market sale for investment purposes. These kinds of disposals are common and typically reflect tax obligations associated with compensation events rather than a directional bet by the insider.

Insider Transaction Report

Form 4
Period: 2026-02-16
Brady Amy G.
Chief Information Officer
Transactions
  • Exercise/Conversion

    Common Shares

    [F1]
    2026-02-17+27,80660,329 total
  • Tax Payment

    Common Shares

    2026-02-17$21.69/sh8,413$182,47851,915 total
  • Award

    Restricted Stock Units

    [F1][F2]
    2026-02-16+20,73720,737 total
    Common Shares (20,737 underlying)
  • Award

    Option to Buy

    [F3]
    2026-02-16+22,69222,692 total
    Exercise: $23.87Exp: 0036-02-16Common Shares (22,692 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4][F5]
    2026-02-175,3600 total
    Common Shares (5,360 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F6][F7]
    2026-02-176,9556,955 total
    Common Shares (6,955 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F8][F9]
    2026-02-178,83717,671 total
    Common Shares (8,837 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F10][F11]
    2026-02-176,65319,958 total
    Common Shares (6,653 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 1,217 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 245 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 636 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 Amy G. Brady|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771449432.xmlPrimary

    FORM 4