[Form 4] KeyCorp Insider Trading Activity

Rhea-AI Filing Summary

Christopher M. Gorman, Chairman and CEO of KeyCorp (KEY), reported changes to his beneficial ownership on Form 4 filed for transactions dated 09/10/2025. Upon termination of a grantor retained annuity trust (GRAT) on September 9, 2025, 66,645 shares of KeyCorp common stock were transferred to the reporting person's children and 60,000 shares from that trust were returned to Gorman and are reported as directly owned. The filing shows Gorman directly owns 679,925 shares (including ~31 shares acquired under KeyCorp's discounted stock purchase plan in August 2025) and reports additional indirect holdings of 200,000 and 250,000 shares held in other GRATs, plus 5,235 shares in a 401(k) plan. The Form 4 was signed by a power of attorney on 09/11/2025.

Positive

• Clear disclosure of the GRAT termination and transfers, filed promptly and signed by POA on 09/11/2025
• Substantial direct ownership retained by the reporting person (679,925 shares reported)
• Minor purchases (~31 shares) under the KeyCorp discounted stock purchase plan were disclosed

Negative

• Reduction of indirect holdings via transfer of 66,645 shares from a GRAT to the reporting person's children
• Less transparency on post-transfer economic interest in the transferred shares beyond the filing (standard for gifts/transfers)

Insights

Corporate Governance Expert

TL;DR: Executive transferred GRAT shares to family, reducing indirect holdings while retaining material direct ownership; routine estate planning, not a sale.

The Form 4 documents a termination of a grantor retained annuity trust that resulted in an in-kind transfer of 66,645 KeyCorp shares to the reporting person's children and the return of 60,000 shares to the reporting person. The transaction is reported as a transfer rather than a sale (price reported as $0), consistent with intra-family estate planning or trust distributions. The reporting person remains Chairman and CEO and continues to hold substantial direct stakes (reported 679,925 shares) and indirect interests via other GRATs and retirement plan holdings. From a governance perspective, these transactions are routine disclosure of beneficial ownership changes and do not indicate insider selling for liquidity.

Securities/Fiduciary Analyst

TL;DR: The filing records trust termination and intra-family transfers; material direct ownership persists, so investor control signals are unchanged.

The Form 4 reflects a termination of a GRAT with 66,645 shares transferred to the reporting person's children and 60,000 shares returned to the reporting person. The filing notes ~31 shares were acquired under the company's discounted purchase plan in August 2025. The report shows direct ownership of 679,925 shares and indirect holdings in additional GRATs and a 401(k), indicating continued concentrated ownership. There is no sale for cash reported, and the transactions appear administrative rather than indicative of shifting insider sentiment about company valuation.

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
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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gorman Christopher M.

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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

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	09/10/2025		G		66,645	D	$0	0	I	By GRAT(1)
Common Shares								679,925(2)	D
Common Shares								200,000	I	By GRAT(3)
Common Shares								250,000	I	By GRAT(3)
Common Shares								5,235(4)	I	401(k) Plan

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

Explanation of Responses:

1. Upon termination of this grantor retained annuity trust on September 9, 2025, 66,645 shares of KeyCorp common stock were transferred to the reporting person's children. The remaining 60,000 shares in such trust were returned to the reporting person and continue to be reported in this Form 4 as directly owned.

2. Includes approximately 31 common shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan in August 2025.

3. 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.

4. Reported as of September 10, 2025.

Remarks:

	Adam J. Larkins POA for Christopher M. Gorman	09/11/2025
	** 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

What did KeyCorp CEO Christopher M. Gorman report on Form 4 (KEY)?

The Form 4 reports a GRAT termination where 66,645 KeyCorp shares were transferred to his children and 60,000 shares were returned to him; he reports direct ownership of 679,925 shares.

Were any shares sold for cash in the reported transaction?

No; the transfer related to the GRAT termination is reported with a price of $0, indicating a transfer rather than a sale.

When did the reported transactions occur?

The transaction date is 09/10/2025 with the GRAT termination noted as of 09/09/2025 and the Form 4 signed by POA on 09/11/2025.

How many shares does Gorman report owning after the transactions?

The filing reports 679,925 shares as directly owned, plus indirect holdings of 200,000 and 250,000 shares in other GRATs and 5,235 shares in a 401(k) plan.

Does the Form 4 indicate insider selling or liquidity needs?

No sale for proceeds is reported; the transaction is described as trust termination and intra-family transfer, not a cash sale.