Waters James L 4

What Happened

• James L. Waters, General Counsel and Secretary of KeyCorp (KEY), had restricted stock units (RSUs) vest/convert into 24,205 shares on Feb 17, 2026. To cover taxes, 7,390 of those shares were withheld/sold at $21.69 per share, producing $160,289.
• On Feb 16, 2026 Waters was also granted two new RSU awards (17,972 and 19,667 RSUs) as compensation; those grants are reported at $0 because they are time-based awards that vest in the future.

Key Details

• Transactions reported: Feb 16, 2026 — grants (A) of 17,972 and 19,667 RSUs @ $0.00 each. Feb 17, 2026 — conversion/exercise (M) of 24,205 RSUs into shares (acquired); same day 7,390 shares disposed (F) for tax withholding at $21.69, totaling $160,289. Several zero-dollar disposals on Feb 17 reflect net share settlements/withholdings tied to the conversion.
• Shares owned after the transactions: not specified in the supplied filing data.
• Relevant footnotes: RSUs represent the right to one common share at vesting. Grants vest in four equal annual installments (different grants vest starting in 2024–2027 as noted). Some grants include dividend-equivalent RSUs (amounts noted in filing). The 2022 RSU grant vested ending Feb 17, 2026, which explains the Feb 17 conversion.
• Filing timeliness: Form 4 was filed Feb 18, 2026 for transactions on Feb 16–17, 2026 — within the standard 2-business-day reporting window (timely).

Context

• This was primarily a compensation vesting event (RSUs converting to shares), not an open-market purchase. The disposition labeled “F” is a tax-withholding event—shares were withheld/sold to satisfy tax liabilities (a common, administrative occurrence), not a discretionary sale indicating a change in investment view.
• Where you see M = exercise/conversion, A = award/grant, and F = payment of tax or exercise price (withholding). These derivative/award transactions are different from open-market buys or sells and often reflect routine company compensation mechanics rather than trading for cash.