[Form 4] KeyCorp Insider Trading Activity

Rhea-AI Filing Summary

Andrew J. Paine III, Head of Institutional Bank at KeyCorp (KEY), reported changes to his beneficial ownership. He contributed 72,000 shares of KeyCorp common stock to a grantor retained annuity trust (GRAT) on April 25, 2025. Upon termination of a separate GRAT on 08/09/2025, 39,406 shares were transferred to his children and 50,000 shares from that trust were returned to him and remain directly owned. The filing also reports other reported holdings of 221,790 shares directly, 132,000 shares indirectly by a GRAT, 445 shares by Paine Investments LP, 4,265 shares by his spouse and 25,920 shares in a 401(k) plan. The transaction is coded as a gift (code G) and no sale proceeds are reported.

Insights

Financial Analyst

TL;DR: Insider transfers are estate-planning moves rather than market sales; they alter beneficial ownership composition but do not record cash proceeds.

The Form 4 documents a contribution of 72,000 shares to a GRAT and a subsequent GRAT termination that transferred 39,406 shares to the reporting person's children, while 50,000 shares were returned to the reporting person as directly owned. These are non-sale, gift-related transactions (code G) and therefore represent ownership reallocation rather than liquidity events. The filing also lists other direct and indirect holdings, including 221,790 direct shares and 132,000 held indirectly by a GRAT, which together describe the insider's stake profile post-transaction.

Corporate Governance Expert

TL;DR: Reported transfers reflect estate-planning and family transfers and change ownership lines without indicating divestiture for cash.

The disclosure shows use of a grantor retained annuity trust structure and a gift to family members, which is a common estate-planning technique. The termination and transfers modify direct versus indirect beneficial ownership (several lines report holdings by spouse, Paine Investments LP and a 401(k) plan). From a governance perspective, these filings are important to track changes in voting and beneficial ownership structure, though the Form 4 records transfers rather than market sales or option exercises.

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^*

Paine Andrew J III

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Institutional Bank

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2025

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	08/09/2025		G		39,406	D	$0	132,000	I	By GRAT(1)
Common Shares								221,790	D
Common Shares								445	I	By Paine Investments LP
Common Shares								4,265	I	By spouse
Common Shares								25,920(2)	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. On April 25, 2025, the reporting person contributed 72,000 shares of KeyCorp common stock to a grantor retained annuity trust for the benefit of himself and his children. Upon termination of a separate grantor retained annuity trust on August 9, 2025, 39,406 shares of KeyCorp common stock were transferred to the reporting person's children. The remaining 50,000 shares in such trust were returned to the reporting person and continue to be reported in this Form 4 as directly owned.

2. Reported as of July 24, 2025.

Remarks:

	Adam J. Larkins POA for Andrew J. Paine III	08/12/2025
	** 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 shares did KeyCorp insider Andrew Paine transfer according to the Form 4?

The Form 4 reports that 39,406 shares were transferred to his children upon termination of a GRAT and 50,000 shares from that trust were returned to him.

Did Andrew Paine sell shares of KEY for cash in this filing?

No. The transaction is coded as a gift (code G) and the filing shows transfers to a GRAT and to family members, with no sale proceeds reported.

How many shares did Paine contribute to a GRAT earlier in 2025?

He contributed 72,000 shares of KeyCorp common stock to a grantor retained annuity trust on April 25, 2025, as disclosed in the Form 4.

What other holdings are reported in the Form 4 for Andrew Paine?

The filing lists reported holdings including 221,790 shares directly owned, 132,000 shares indirectly by a GRAT, 445 shares via Paine Investments LP, 4,265 shares by his spouse, and 25,920 shares in a 401(k) plan.

What is the relationship of the reporting person to KeyCorp?

The Form 4 identifies Andrew J. Paine III as an Officer, with title Head of Institutional Bank.