=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-16
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: KEYCORP /NEW/ (KEY)
CIK: 0000091576
--- Reporting Owner ---
Name: Gorman Christopher M.
CIK: 0001486643
Role: Director, Officer (Chairman and CEO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Shares
Date: 2026-02-17 | Code: M (Exercise of derivative)
Shares: +130,037
Shares Owned After: 810,161 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
[F2] Includes approximately 198 common shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan since September 2025.
[Transaction #2]
Security: Common Shares
Date: 2026-02-17 | Code: F (Payment of exercise/tax)
Shares: -51,080 | Price: $21.69
Total Value: $1,107,925.20
Shares Owned After: 759,081 | Ownership: D (Direct)
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-02-16 | Code: A (Grant or award)
Shares: +98,156 | Price: $0.00
Shares Owned After: 98,156 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
[F5] These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027.
[F5] These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027.
[Transaction #2]
Security: Option to Buy
Date: 2026-02-16 | Code: A (Grant or award)
Shares: +107,413 | Price: $0.00
Exercisable: N/A | Expires: 2036-02-16
Shares Owned After: 107,413 | Ownership: D (Direct)
Footnotes:
[F6] The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027.
[Transaction #3]
Security: Restricted Stock Units
Date: 2026-02-17 | Code: M (Exercise of derivative)
Shares: -25,734 | Price: $0.00
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
[F7] These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026.
[F7] These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026.
[F8] Includes approximately 1,177 dividend-equivalent restricted stock units accrued between March and December 2025.
[Transaction #4]
Security: Restricted Stock Units
Date: 2026-02-17 | Code: M (Exercise of derivative)
Shares: -32,462 | Price: $0.00
Shares Owned After: 32,462 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
[F9] These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.
[F9] These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.
[F10] Includes approximately 2,968 dividend-equivalent restricted stock units accrued between March and December 2025.
[Transaction #5]
Security: Restricted Stock Units
Date: 2026-02-17 | Code: M (Exercise of derivative)
Shares: -41,237 | Price: $0.00
Shares Owned After: 82,473 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
[F11] These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.
[F11] These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.
[F12] Includes approximately 5,656 dividend-equivalent restricted stock units accrued between March and December 2025.
[Transaction #6]
Security: Restricted Stock Units
Date: 2026-02-17 | Code: M (Exercise of derivative)
Shares: -30,604 | Price: $0.00
Shares Owned After: 91,809 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
[F13] These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026.
[F13] These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026.
[F14] Includes approximately 5,596 dividend-equivalent restricted stock units accrued between March and December 2025.
--- Holdings ---
[Holding #1]
Security: Common Shares
Ownership: I (Indirect)
Footnotes:
[F3] These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust.
[Holding #2]
Security: Common Shares
Ownership: I (Indirect)
Footnotes:
[F3] These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust.
[Holding #3]
Security: Common Shares
Ownership: I (Indirect)
Footnotes:
[F4] Reported as of February 9, 2026.
--- Footnotes (Complete Index) ---
F1: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
F10: Includes approximately 2,968 dividend-equivalent restricted stock units accrued between March and December 2025.
F11: These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.
F12: Includes approximately 5,656 dividend-equivalent restricted stock units accrued between March and December 2025.
F13: These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026.
F14: Includes approximately 5,596 dividend-equivalent restricted stock units accrued between March and December 2025.
F2: Includes approximately 198 common shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan since September 2025.
F3: These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust.
F4: Reported as of February 9, 2026.
F5: These restricted stock units, granted on February 16, 2026, vest in four equal annual installments beginning on February 17, 2027.
F6: The option to buy, granted on February 16, 2026, vests in four equal annual installments beginning on February 17, 2027.
F7: These restricted stock units, granted on February 14, 2022, vested in four equal annual installments ending on February 17, 2026.
F8: Includes approximately 1,177 dividend-equivalent restricted stock units accrued between March and December 2025.
F9: These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.
--- Signature ---
/s/ Adam J. Larkins POA for Christopher M. Gorman (2026-02-18)
