Ramani Mohit 4

What Happened

• Ramani Mohit, Chief Risk Officer of KeyCorp (KEY), exercised/conversion of derivative awards and received new equity grants. The Form 4 reports an exercise/conversion of 5,767 derivative shares on Feb 17, 2026. To satisfy tax withholding, 2,572 shares were disposed at an average reported price of $21.69, producing proceeds of $55,787. Net shares retained from that exercise equal roughly 3,195 shares (5,767 acquired minus 2,572 withheld).
• The filing also shows grants dated Feb 16, 2026: two derivative awards (19,354 and 21,180 units) reported at $0 immediate cash value (these are restricted stock units/options). There is also a prior RSU grant from Feb 17, 2025 referenced in the footnotes.

Key Details

• Transaction dates: Grants dated 2026-02-16; exercise/conversion and tax withholding reported 2026-02-17; Form 4 filed 2026-02-18.
• Sale/tax withholding: 2,572 shares withheld/sold at $21.69 = $55,787 (transaction code F = tax withholding).
• Exercise/conversion: 5,767 derivative shares exercised/converted (transaction code M). Filing shows both acquisition and disposition line items related to that conversion.
• Grants: 19,354 and 21,180 derivative units granted 2026-02-16 (transaction code A) with $0 present value on grant.
• Vesting/notes: RSUs represent the right to receive one common share at vesting (F1). The Feb 16, 2026 RSUs/options vest in four equal annual installments beginning Feb 17, 2027 (F2, F3). The Feb 17, 2025 RSUs vest in four equal installments beginning Feb 17, 2026 (F4). Footnote F5 notes ~1,054 dividend-equivalent RSUs accrued Mar–Dec 2025.
• Shares owned after the transactions: not specified in the provided summary of the filing.
• Filing timeliness: Form 4 was filed Feb 18, 2026 for transactions on Feb 16–17, 2026 (appears timely under standard 2-business-day reporting).

Context

• This appears to be a routine exercise/conversion and tax-withholding sale rather than a discretionary open-market sale. The grants reported are RSUs/options with multi-year vesting schedules and carry no immediate cash value; the tax-related disposition is a common mechanism to satisfy withholding obligations on exercised or vested awards.
• For retail investors: purchases or meaningful open-market buys are often stronger signals than routine exercises or withholding sales. These entries mainly reflect compensation-related awards and standard tax withholding, not an outright directional bet on the stock.