Gilbert Stacy L 4

What Happened

• Stacy L. Gilbert, Chief Accounting Officer of KeyCorp (KEY), received equity awards and had derivative awards convert into common shares in mid-February 2026. On February 16, 2026 Gilbert was granted two restricted stock unit (RSU) awards of 5,529 and 6,051 RSUs (total 11,580 RSUs). On February 17, 2026 multiple derivative conversions/exercises settled into 4,279 shares. To cover tax liabilities, 1,493 shares were surrendered/withheld at $21.69 each, generating $32,383. Several other conversion/settlement line items (464, 789, 1,473, 1,553 shares) are reported in the filing as part of the same vest/settlement activity.

Key Details

• Transaction dates: Grants on 2026-02-16; conversions/exercises and tax withholding on 2026-02-17 (some entries reference 2026-02-16 grants).
• Material cash amount shown: tax withholding of 1,493 shares at $21.69 per share = $32,383 (coded F = payment of exercise price/tax liability).
• Awards: 5,529 RSUs and 6,051 RSUs granted on 2026-02-16 (RSUs = right to receive one share at vesting).
• Vesting notes from the filing:
  • RSUs granted 2/16/2026 vest in four equal annual installments beginning 2/17/2027 (footnote F2).
  • Some prior awards (e.g., grants from 2/17/2025 and 2/14/2022) have vesting schedules or final vesting dates that explain the Feb 17, 2026 settlements (see footnotes F4 and F10).
  • The filing includes dividend-equivalent RSUs accrued for prior performance periods (see F5, F7, F9, F11).
• Transaction codes explained: A = award/grant, M = exercise/conversion of a derivative, F = payment of exercise price or tax withholding.
• Shares owned after the transactions are not specified in the provided transaction summary (noted in the filing details).
• No late filing was indicated in the information provided.

Context

• These entries reflect equity awards and the routine conversion/settlement of RSUs (derivative awards), not an open-market buy or sale for investment purposes. The tax-withholding (F) line shows shares were surrendered to satisfy withholding obligations — a common administrative step when RSUs vest. The recent grants (2/16/2026) will vest over future years per the filing’s vesting schedule, while earlier grants that completed vesting produced the shares settled on Feb 17, 2026.