[Form 4] KeyCorp Insider Trading Activity

Rhea-AI Filing Summary

The Form 4 filing reports that Chemours Company (CC) director Courtney Mather was awarded 2,292 deferred stock units (DSUs) on 30 June 2025. Each DSU equals one share of common stock and will be settled in the first month after the director leaves the board. The award is recorded at a reference price of $11.45 per unit. After the grant, Mather directly owns 2,292 derivative securities; no sales or additional purchases of common stock were disclosed. Apart from this routine director compensation grant, the filing contains no other material transactions or changes in ownership.

Insights

Insider Transactions Analyst

TL;DR—Routine director equity grant; neutral impact, signals standard board alignment.

This Form 4 simply records a scheduled equity award: 2,292 DSUs granted to director Courtney Mather at a reference price of $11.45. DSUs settle after board service ends, so the grant aligns the director’s incentives with long-term shareholder value but does not represent an open-market purchase. No shares were sold, and the total position now matches the grant amount. Given the modest size and routine nature, the disclosure is not materially impactful for valuation or trading decisions.

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

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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^*

VASOS TODD J

(Last) (First) (Middle)

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)
06/30/2025

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	07/01/2025		M		9,726	A	(1)	35,255	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	(2)	06/30/2025		A		1,865		(3)	(3)	Common Shares	1,865	$17.42	70,213(4)	D
Deferred Shares	(1)	07/01/2025		M			9,726	07/01/2025	07/01/2025	Common Shares	9,726	$0(1)	60,486	D

Explanation of Responses:

1. Each deferred share is the economic equivalent of one common share.

2. Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2019 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

3. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2027, or the death of the participant.

4. Includes approximately 884 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2025.

Remarks:

	Adam J. Larkins POA for Todd J. Vasos	07/02/2025
	** 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.
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FAQ

What did Chemours (CC) director Courtney Mather receive on 30 June 2025?

He was granted 2,292 deferred stock units, each equal to one share of common stock.

When will Courtney Mather’s deferred stock units be paid out?

The DSUs become payable in the first month following his termination of service as a director.

What reference price was used for the DSU award?

The filing lists a price of $11.45 per unit.

Did the Form 4 disclose any sales of Chemours stock by the director?

No. The report shows no disposals; only the DSU grant was recorded.

How many Chemours derivative securities does Courtney Mather own after the transaction?

He directly owns 2,292 deferred stock units following the grant.

Is Courtney Mather an officer or a director of Chemours?

The filing designates him as a Director; he is not listed as an officer.