Paine Andrew J III 4

What Happened
Andrew J. Paine III, Head of Institutional Bank at KeyCorp (KEY), converted/exercised derivative awards totaling 44,557 shares on Feb 17, 2026. Of those shares, 13,413 were surrendered to cover tax withholding at $21.69/share for a value of $290,928. The filing also shows two restricted stock unit (RSU) awards recorded on Feb 16, 2026 (34,562 and 37,821 RSUs), each of which represents the right to one common share at vesting.

Key Details

• Transaction dates: Feb 16–17, 2026; Form 4 filed Feb 18, 2026 (appears timely).
• Exercise/conversion: 44,557 derivative shares converted/acquired (code M).
• Tax withholding: 13,413 shares surrendered at $21.69 each = $290,928 (code F).
• Other disposals: Several entries totaling ~31,144 shares listed as $0 disposals (reflecting settlement/transfer of derivative shares rather than open-market sales).
• Grants: Two RSU awards recorded Feb 16, 2026 for 34,562 and 37,821 units (each RSU = 1 share at vesting). Footnotes indicate vesting is in four equal annual installments and include dividend-equivalent RSUs (~1,778 and ~2,109 DEUs respectively).
• Trust note: Some shares are held in a grantor retained annuity trust for the reporting person and children; the reporting person is trustee (footnote).
• Filing timeliness: Reported promptly (no late-filing flag in the provided data).

Context
This appears to be routine compensation-related activity: derivative awards/RSUs converting to common shares, with a portion surrendered to satisfy tax withholding. The $0 per-share entries reflect transfers or net settlement of derivative awards rather than open-market sales, so this filing does not show a typical cash sale to the market (other than the tax-withholding surrender). Such exercises and withholding are common when equity awards vest or are exercised and do not necessarily indicate a change in the insider’s view of the stock.