Paine Andrew J III

Paine Andrew J III, Head of Institutional Bank at KeyCorp, has executed 37 Form 4 transactions over the past two years, all in the single ticker KEY. The pattern is heavily skewed toward selling: his total open-market sales reached $3.66 million, with zero open-market purchases. The three most recent sales occurred on February 6, 2026 ($1.53 million), September 9, 2025 ($867,143), and November 6, 2024 ($1.26 million), showing a consistent quarterly-to-annual cadence of large dispositions. Notably, these sales were paired with option exercises on the same dates—September 9, 2025 ($468,860) and November 6, 2024 ($773,468 combined)—suggesting a mechanical exercise-and-sell pattern rather than a discretionary market timing signal. The remaining activity is dominated by non-discretionary codes: option exercises (M) with zero reported value, shares withheld for tax (F) totaling $526,675 across February 2025 and February 2026, and compensation grants (A) on February 16-17, 2026 and February 17, 2025. Three gifts (G) in December 2025, August 2025, and November 2024 involved no cash consideration. The absence of any open-market buys (code P) across all 37 filings is striking—Paine has never added shares at his own expense during this window. His selling bias is unambiguous, but the structure (exercises, tax withholdings, and gifts) indicates the sales are largely tied to equity compensation lifecycle events, not opportunistic exits. The most recent transaction cluster on February 17, 2026, was entirely mechanical (M, F, A), with no new sale since the February 6, 2026 disposition.