Kidik Allyson M 4

What Happened

• Allyson M. Kidik, Chief Auditor at KeyCorp (KEY), had derivative awards convert/vest on Feb 17, 2026 and received new awards on Feb 16, 2026. The filing shows two grants on Feb 16 (5,184 and 5,673 units, both $0 value on grant) and conversions/exercises on Feb 17 that resulted in 4,957 underlying shares being recorded as acquired/converted. To cover tax withholding, 1,730 shares were surrendered at $21.69 each for a cash value of $37,524 (transaction code F). Several related derivative conversion entries show $0 cash proceeds, reflecting settlement of restricted stock units into common shares (transaction code M).
• This activity appears routine: new long‑term awards were granted and previously granted RSUs/options were converted into common shares, with shares withheld to meet tax obligations rather than an open‑market sale.

Key Details

• Transaction dates: grants on 2026-02-16; conversions/exercises and tax withholding on 2026-02-17; Form 4 filed 2026-02-18 (timely).
• Grants: 5,184 and 5,673 derivative awards reported as granted on 2026-02-16 (see footnotes F2/F3 for vest schedules).
• Conversions/Exercises: entries totaling 4,957 shares converted/issued on 2026-02-17 (transaction code M).
• Tax withholding (F): 1,730 shares withheld at $21.69 per share for $37,524.
• Shares owned after the transactions are not disclosed in the provided summary of the filing.
• Footnote highlights: F4 notes certain RSUs granted Feb 14, 2022 vested through Feb 17, 2026 (likely source of converted shares); F2/F3 describe new 2026 grants vesting in four equal annual installments starting Feb 17, 2027; several footnotes (F1, F5, F7, F9, F11) note dividend‑equivalent RSUs accrued.

Context

• For retail investors: this is primarily an awards vesting/conversion event plus tax withholding—not an open‑market sale indicating negative sentiment. Converting RSUs/options into common shares and surrendering a portion to cover taxes is common executive compensation housekeeping.
• Transaction codes: A = award/grant, M = exercise/conversion of derivative, F = shares surrendered/withheld for taxes. The filing appears timely (filed next business day).