Form 4: KeyCorp Executive Transfers Shares to Children

KeyCorp's Head of Institutional Bank, Andrew J. Paine III, disclosed share transfers related to grantor retained annuity trusts.

Summary

• Andrew J. Paine III, Head of Institutional Bank at KeyCorp, filed a Form 4 disclosing changes in his beneficial ownership of KeyCorp common shares.
• On April 25, 2025, Mr. Paine contributed 72,000 shares of KeyCorp common stock to a grantor retained annuity trust (GRAT) for the benefit of himself and his children.
• On August 9, 2025, upon the termination of a separate grantor retained annuity trust, 39,406 shares of KeyCorp common stock were transferred to his children.
• Additionally, 50,000 shares from the terminated trust were returned to Mr. Paine and are now reported as directly owned.
• Following these transactions, Mr. Paine's beneficial ownership includes 221,790 directly owned common shares, 132,000 shares indirectly owned via a GRAT, 445 shares indirectly owned via Paine Investments LP, 4,265 shares indirectly owned by his spouse, and 25,920 shares indirectly owned in a 401(k) Plan (as of July 24, 2025).

Sentiment

Score: 5

Explanation: The filing is a neutral disclosure of an insider's pre-planned stock transfers related to estate planning, not indicative of positive or negative company performance or market sentiment.

Positives

• The return of 50,000 shares to direct ownership indicates continued personal holding by the executive.
• The establishment of a GRAT for children suggests long-term planning and potential wealth transfer within the family, which can be a sign of confidence in the asset.

Negatives

• The transfer of 39,406 shares to children reduces the executive's direct beneficial ownership, though it is part of a pre-planned trust termination.

Risks

• No specific company or market risks are detailed in this Form 4 filing, as it primarily reports insider transactions.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding KeyCorp's future performance or outlook.

Industry Context

This Form 4 filing is a routine disclosure of an insider's stock transactions, specifically related to estate planning, and does not provide broader industry context or trends within the financial services sector.

Related Party Transactions

• Transfer of 39,406 shares to the reporting person's children upon termination of a grantor retained annuity trust.

Stakeholder Impact

• Shareholders: This transaction is a routine insider disclosure and is unlikely to have a direct material impact on other shareholders, as it is an internal transfer rather than a market sale or purchase.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing.

Key Dates

Keywords

KeyCorp, KEY, Andrew J. Paine III, SEC Form 4, Insider Trading, Stock Ownership, Grantor Retained Annuity Trust, GRAT, Executive Compensation, Beneficial Ownership