[Form 4] KeyCorp Insider Trading Activity

Rhea-AI Filing Summary

On 30 June 2025, Wintrust Financial Corp. (WTFC) director Brian A. Kenney reported the acquisition of 420 common shares under the company’s Director’s Deferred Fee and Stock Plan, as disclosed in a Form 4 filing. The shares were credited at a price of $112.46, increasing Kenney’s direct beneficial ownership to 11,214 WTFC shares. The transaction is coded “A,” indicating an award rather than an open-market purchase, and no derivative securities were involved. While routine in nature, the filing slightly increases insider ownership and may be viewed as a signal of continued alignment between the director and shareholder interests.

Positive

• Insider ownership increases by 420 shares, enhancing director–shareholder alignment.
• Acquisition price of $112.46 is within recent trading range, showing confidence in prevailing valuation.

Negative

• Transaction is compensation-based (deferred fee plan) rather than voluntary open-market purchase, reducing its signaling strength.
• Relatively small size (~$47k) limits material impact on overall insider ownership or market perception.

Insights

Financial Analyst

TL;DR: Small, routine insider share award; neutral-to-slightly positive alignment signal.

The acquisition of 420 shares (~$47,000) represents less than 0.5% of Wintrust’s average daily trading volume and raises Director Kenney’s stake to just over 11.2 k shares. Because the shares were issued as part of a deferred fee plan, rather than purchased on the open market, the motivational signal is weaker than a discretionary buy. Nevertheless, incremental insider ownership tends to be viewed modestly favorably, as it aligns board incentives with shareholder value. The event has limited price impact and does not alter Wintrust’s fundamental outlook.

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).

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^*

Hayes Robin

(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								22,549	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)	06/30/2025		A		1,722		(2)	(2)	Common Shares	1,722	$17.42	59,091(3)	D

Explanation of Responses:

1. 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.

2. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2028, or the death of the participant.

3. Includes approximately 742 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2025.

Remarks:

	Adam J. Larkins POA for Robin N. Hayes	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.
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 WTFC shares did Director Brian A. Kenney acquire on 06/30/2025?

He acquired 420 common shares.

What was the reported acquisition price per share for WTFC?

The shares were credited at $112.46 each.

What is Brian A. Kenney’s total direct ownership after the transaction?

His direct beneficial ownership is 11,214 WTFC shares.

What does transaction code “A” signify in this Form 4?

Code “A” indicates an acquisition, in this case an award under a deferred fee and stock plan.

Were any derivative securities reported in this filing?

No, the filing lists no derivative securities transactions.