Alexander Victor B 4

What Happened

• Victor B. Alexander, Head of Consumer Bank at KeyCorp (KEY), had restricted stock units (RSUs) convert/vest into shares on Feb 17, 2026 and also received new RSU grants on Feb 16, 2026.
• On Feb 17, 2026 he acquired 23,132 shares upon conversion/exercise of derivative awards. To cover tax withholding, 6,845 shares were surrendered/withheld at $21.69 per share for a value of $148,468 (reported as F — payment of tax liability). Several other conversion/settlement entries (4,288; 5,564; 7,069; 6,209 shares) were recorded with zero cash proceeds (derivative conversions/settlements).
• On Feb 16, 2026 he was granted two new RSU awards: 22,119 RSUs and 24,205 RSUs (total 46,324 RSUs) at $0.00 per share; these RSUs are derivative awards (grants).

Key Details

• Transaction dates: grants on 2026-02-16; conversions/vests and withholding on 2026-02-17. Form 4 filed 2026-02-18 (appears timely).
• Tax withholding: 6,845 shares @ $21.69 = $148,468 (code F).
• Acquisitions: 23,132 shares acquired via conversion/exercise of derivative securities (code M/A).
• Other conversions/settlements recorded with no cash proceeds: 4,288; 5,564; 7,069; 6,209 shares (each reported as derivative conversions/dispositions at $0).
• Shares owned after the transactions: not specified in the information provided in this summary.
• Notable footnotes: F1 — each RSU converts to one common share at vesting; F3/F4 — the Feb 16, 2026 grants/options vest in four equal annual installments beginning Feb 17, 2027; F11 — some prior RSU grants (Feb 17, 2025) vest starting Feb 17, 2026 and likely drove the vesting/conversion activity.

Context

• These filings reflect typical equity award activity: RSU grants and the conversion/settlement of vested RSUs. The withholding of shares to satisfy tax obligations is routine and reported under code F. No open‑market purchases or discretionary sales by the insider were reported in this filing.