[Form 4] KeyCorp Insider Trading Activity

Rhea-AI Filing Summary

Cloudflare, Inc. (NYSE: NET) insiders have filed Form 144 to sell up to 400 Class A shares (estimated value ≈ US$76.6 k) through Morgan Stanley beginning 25 Jul 2025. The proposed sale equals just 0.0001 % of the company’s 310.6 m shares outstanding, indicating a negligible float impact.

The filing also lists recent Rule 10b5-1 plan executions: seven transactions between 20 May – 21 Jul 2025 by Center Court–related entities and Thomas J. Seifert totaling 95,826 shares for US$17.16 m in gross proceeds. All shares to be sold were originally acquired via option exercises on 16 Dec 2020 and paid for in cash.

Because the activity is governed by pre-arranged trading plans and represents a small fraction of outstanding stock, the filing is operationally immaterial. However, ongoing insider disposals may influence sentiment among investors sensitive to executive selling patterns.

Positive

• Sale size is immaterial: 400 shares represent only 0.0001 % of 310.6 m shares outstanding, limiting market impact.
• Transactions executed under Rule 10b5-1 trading plans, reducing concerns about use of non-public information.

Negative

• Continued insider selling: 95,826 shares sold over the past three months for US$17.2 m could weigh on investor sentiment.
• Optics risk: Repeated sales by senior executive Thomas J. Seifert and related entities may be perceived as declining insider confidence.

Insights

Securities Analyst

TL;DR: Tiny Form 144 sale; prior 10b5-1 disposals total 95.8 k shares—float impact de minimis, sentiment neutral.

The 400-share notice equates to roughly US$76 k and is practically irrelevant to liquidity. Even when combined with the 95.8 k shares already sold in the past quarter, insider disposals amount to only ~0.03 % of shares outstanding. Because transactions are under Rule 10b5-1, signaling value is limited; I view the filing as non-material for valuation models or near-term price targets.

Corporate Governance Expert

TL;DR: Sales comply with 10b5-1, reducing governance risk, but optics of continual insider selling persist.

Rule 144 and 10b5-1 frameworks mitigate concerns about misuse of MNPI, yet large cumulative proceeds (US$17 m+) can attract shareholder attention. Boards typically monitor executive sell-downs; given the minimal percentage sold, I do not see a red flag, but continued patterns warrant disclosure vigilance.

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^*

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)
07/23/2025

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	07/23/2025		M		112,149	A	$10.49	732,044(1)	D
Common Shares	07/23/2025		S		112,149	D	$18.86	619,895	D
Common Shares								200,000	I	By GRAT(2)
Common Shares								126,645	I	By GRAT(2)
Common Shares								250,000	I	By GRAT(2)
Common Shares								5,184(3)	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
Option to Buy	$10.49	07/23/2025		M			112,149	(4)	02/15/2026	Common Shares	112,149	$0	0	D

Explanation of Responses:

1. Includes approximately 174 common shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan since March 2025.

2. 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.

3. Reported as of July 24, 2025.

4. This option vested in four equal annual installments ending on February 17, 2020.

Remarks:

	Adam J. Larkins POA for Christopher M. Gorman	07/25/2025
	** 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

How many Cloudflare (NET) shares are insiders proposing to sell?

The Form 144 covers 400 Class A shares with an estimated value of US$76.6 k.

When is the planned sale date for the Form 144 shares?

The approximate sale date disclosed is 25 July 2025.

What broker will handle the NET share sale?

The shares will be sold through Morgan Stanley Smith Barney LLC, Executive Financial Services.

How many shares have insiders already sold in the last three months?

Center Court entities and Thomas J. Seifert sold 95,826 shares, generating roughly US$17.16 million in gross proceeds.

What percentage of Cloudflare’s outstanding shares does the 400-share sale represent?

Approximately 0.0001 % of the 310.6 million shares outstanding.

Were the planned sales executed under a 10b5-1 trading plan?

Yes. The filing notes reliance on Rule 10b5-1 plans for the disclosed transactions.