Ramani Mohit 4

What Happened
Mohit Ramani, KeyCorp’s Chief Risk Officer, had 61,483 restricted stock units (RSUs) convert into common shares on January 23, 2026. Of those shares, 21,097 were withheld to cover tax obligations at an implied value of $21.10 per share (total ≈ $445,147). The net shares delivered to Ramani after withholding were 40,386. This was a vesting/settlement of compensation (not an open-market purchase or gift).

Key Details

• Transaction date: January 23, 2026. Form filed January 27, 2026 (appears timely within the 2-business-day window).
• Conversion/settlement: 61,483 RSUs converted to common shares (code M). No exercise price for RSUs ($0.00).
• Tax withholding: 21,097 shares withheld (code F) at $21.10/share = $445,147 withheld. Net shares received: 40,386.
• Shares owned after the transaction: Not specified in the provided excerpt of the filing.
• Relevant footnotes:
  • F1: Each RSU equals the right to one KeyCorp common share at vesting.
  • F3: These RSUs were granted Jan 23, 2025 and vest in two equal annual installments beginning Jan 23, 2026 (this reflects the first installment).
  • F2/F4: Counts include ~208 shares from dividend reinvestment and ~5,622 dividend-equivalent RSUs accrued in 2025.

Context
RSU vesting is a routine form of compensation; it is not a market purchase signal. The withholding of shares to satisfy taxes is common and explains the disposition line. For retail investors, note this is an exercise/conversion of compensation awards (derivative settlement), not an open-market buy or sale intended as a trading signal.