[Form 4/A] KeyCorp Amended Insider Trading Activity

Rhea-AI Filing Summary

Fathom Holdings Inc. (FTHM) – Form 144 filed 07/21/2025. Insider Joshua K. Harley intends to sell up to 50,000 common shares through Merrill Lynch on Nasdaq. At the stated aggregate market value of $66,500, the proposed sale equals roughly 0.18 % of the 27.78 million shares outstanding.

The filing also discloses that Harley has already sold 67,592 shares between 07/16-07/18/2025 for gross proceeds of $90,022.84. Including the planned transaction, July disposals could reach 117,592 shares, or about 0.42 % of shares outstanding. The shares being sold were acquired via a 09/11/2018 conversion of Series B shares to common stock; no cash payment was involved.

While the dollar amounts are modest, consecutive insider sales may weigh on sentiment and add marginal selling pressure. No new operational or financial data are provided in the notice.

Positive

• None.

Negative

• CEO-level insider intends to sell 50,000 additional shares after 67,592 shares sold earlier in the week, potentially signalling reduced confidence.
• Total planned and recent sales equal 0.42 % of shares outstanding, introducing short-term supply overhang.
• No offsetting positive operational information accompanies the filing, leaving the market with a solely dilution-related update.

Insights

Securities Analyst

TL;DR – Consecutive insider sales signal mild negative sentiment; limited float impact.

The Form 144 shows CEO-level insider Joshua K. Harley planning to dispose of another 50 k shares after selling 67.6 k earlier in the week. Though the combined 0.42 % of shares outstanding is small, repeated sales within days can be interpreted as waning management confidence or short-term liquidity needs. With FTHM’s average daily volume under 200 k shares, this quantity could create near-term supply overhang and dampen price momentum. Absent offsetting positive news, I view the filing as a modest negative for the stock.

Corporate Governance Specialist

TL;DR – Filing highlights transparency, but insider timing could concern investors.

Harley is complying with Rule 144 disclosure, which is good governance practice. However, the rapid sequence of disposals—three open-market sales followed by a proposed block—raises optics issues. Investors often scrutinize insider selling patterns for insight into future prospects; clustered transactions may amplify perceived risk. Still, the volume sold is immaterial relative to float, limiting long-term governance impact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Snyder Barbara R

(Last) (First) (Middle)

C/O KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND OH 44114

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [ KEY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/02/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/01/2025		M		1,493	A	(1)	73,124	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Shares	(1)	07/01/2025		M			1,493	(2)	(2)	Common Shares	1,493	(1)	13,435(3)	D

Explanation of Responses:

1. Prior to 2014, directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan ("Deferred Compensation Plan"). The deferred fees were converted to deferred shares, which are the economic equivalent of common shares. These deferred shares are being distributed as common shares pursuant to the terms of the Deferred Compensation Plan and were unintentionally omitted from the deferred shares' distribution previously reported on July 2, 2025.

2. These deferred shares will distribute in ten annual installments beginning on July 1, 2025.

3. Includes approximately 5,323 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan between March 2014 and June 2025.

Remarks:

	Adam J. Larkins POA for Barbara R. Snyder	07/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who is selling Fathom Holdings (FTHM) shares in this Form 144?

Insider Joshua K. Harley is the filer and intended seller.

How many FTHM shares are proposed for sale and what is their value?

Up to 50,000 common shares valued at approximately $66,500.

When is the planned sale date for the 50,000 shares?

The filer lists an approximate sale date of 07/21/2025.

How many shares has the insider already sold recently?

Harley sold 67,592 shares during 07/16-07/18/2025 for gross proceeds of $90,022.84.

What percentage of FTHM’s outstanding shares does the new sale represent?

The 50,000-share sale equals about 0.18 % of the 27.78 million shares outstanding.

Which broker will handle the transaction?

The filing lists Merrill Lynch, Raleigh NC as broker.

On which exchange are the shares expected to be sold?

The shares are to be sold on the NASDAQ.