Mago Angela G 4

What Happened
Angela G. Mago, Chief Human Resources Officer at KeyCorp (KEY), exercised/conver ted derivatives in mid‑February 2026 and had 12,412 shares sold/withheld to cover tax obligations for $269,216. The Form 4 shows a total of 32,561 shares acquired via exercise/conversion on Feb 17, 2026 and multiple derivative-related dispositions (some recorded at $0, indicating net settlement or vesting). Separately, the filing reports new restricted stock unit (RSU) grants on Feb 16, 2026 (18,432 and 19,667 RSUs) with no immediate cash value.

Key Details

• Primary dates: Feb 16, 2026 (awards granted) and Feb 17, 2026/2026-02-17 (exercises/conversions and tax withholding). Filing date: Feb 18, 2026 (appears timely).
• Tax withholding / sale: 12,412 shares disposed at $21.69 per share for $269,216 (transaction code F = payment of exercise price or tax liability).
• Exercises/conversions: 32,561 shares acquired via exercise/conversion on Feb 17, 2026 (transaction code M). Additional listed M transactions show disposals of 6,790; 8,811; 11,193; and 5,767 shares (recorded at $0, consistent with net settlement or derivative conversion).
• Awards: RSU grants on Feb 16, 2026 for 18,432 and 19,667 RSUs (recorded at $0).
• Footnotes of note:
  • F1: Each RSU equals the right to receive one KeyCorp common share at vesting.
  • F2/F3: The Feb 16, 2026 RSUs and option grant vest in four equal annual installments beginning Feb 17, 2027.
  • F10: RSUs granted Feb 17, 2025 vest in four equal annual installments beginning Feb 17, 2026.
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Transaction codes: M = option/derivative exercise or conversion; F = tax withholding/payment; A = award/grant.

Context
This filing primarily reflects exercises/conversions of derivatives and related tax withholding rather than an open‑market investment decision. The 12,412‑share disposition was used to satisfy tax obligations (common in cashless/net settlement exercises), not necessarily a discretionary sale for investment reasons. Several RSU grants were recorded that vest over future years (standard executive compensation with multi‑year vesting). The filing appears to be timely (filed Feb 18 for Feb 16–17 transactions).