KeyCorp (KEY) director awarded 7,352 deferred shares payable in 2029

Rhea-AI Filing Summary

Hipple Richard J reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Richard J. Hipple received an award of 7,352 Deferred Shares as director compensation. Each Deferred Share is economically equivalent to one Common Share. Under KeyCorp's Deferred Share Plan, he will receive payment of these Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029.

Following this award, Hipple holds 26,777 Deferred Shares and 104,575 Common Shares directly. The transaction reflects a grant or award, not an open-market purchase or sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hipple Richard J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	7,352	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 26,777 shares (Direct, null); Common Shares — 104,575 shares (Direct, null)

Footnotes (1)

1. Each Deferred Share is the economic equivalent of one Common Share. Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan"), the Participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029. The Deferred Shares were awarded under the Deferred Share Plan.

Key Figures

Deferred Shares granted: 7,352 Deferred Shares Deferred Shares after grant: 26,777 Deferred Shares Common Shares held: 104,575 Common Shares +2 more

5 metrics

Deferred Shares granted 7,352 Deferred Shares Grant to director Richard J. Hipple on May 14, 2026

Deferred Shares after grant 26,777 Deferred Shares Total Deferred Shares held by Hipple following transaction

Common Shares held 104,575 Common Shares Direct Common Share holdings following reported transactions

Deferred Share payout date May 14, 2029 Payment date for Deferred Shares, half in stock and half in cash

Conversion equivalence 1 Deferred Share = 1 Common Share Economic equivalence stated in plan footnote

Key Terms

Deferred Shares, Amended and Restated Directors' Deferred Share Sub-Plan, KeyCorp 2026 Equity Compensation Plan, Grant, award, or other acquisition

4 terms

Deferred Shares financial

"Each Deferred Share is the economic equivalent of one Common Share."

Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.

Amended and Restated Directors' Deferred Share Sub-Plan financial

"Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan"

KeyCorp 2026 Equity Compensation Plan financial

"Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan"

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

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^*

Hipple Richard J

(Last) (First) (Middle)

C/O KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND OHIO 44114

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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								104,575	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)	05/14/2026		A		7,352		(2)	(2)	Common Shares	7,352	$0(3)	26,777	D

Explanation of Responses:

1. Each Deferred Share is the economic equivalent of one Common Share.

2. Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan"), the Participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029.

3. The Deferred Shares were awarded under the Deferred Share Plan.

Remarks:

	Adam J. Larkins POA for Richard J. Hipple	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did KeyCorp (KEY) report for Richard J. Hipple?

KeyCorp reported that director Richard J. Hipple received a grant of 7,352 Deferred Shares. These are compensation-related units, each economically equivalent to one Common Share, awarded under KeyCorp’s Directors’ Deferred Share Sub-Plan of the 2026 Equity Compensation Plan.

How many KeyCorp Deferred Shares does Richard J. Hipple hold after this filing?

After the grant, Richard J. Hipple holds 26,777 Deferred Shares. This total includes the 7,352 Deferred Shares awarded on May 14, 2026, under KeyCorp’s Amended and Restated Directors’ Deferred Share Sub-Plan tied to the 2026 Equity Compensation Plan.

When will Richard J. Hipple’s KeyCorp Deferred Shares be paid out?

Under the Deferred Share Plan, Hipple will receive payment of the Deferred Shares on May 14, 2029. The plan specifies that payment will be made one-half as Common Shares and one-half in cash on that date, based on the accrued Deferred Shares.

Are Richard J. Hipple’s KeyCorp Deferred Shares equivalent to Common Shares?

Yes, each Deferred Share is economically equivalent to one Common Share. This means the value of a Deferred Share mirrors that of a KeyCorp Common Share, although the payout occurs later under the plan’s terms rather than as immediate stock ownership.

How many KeyCorp Common Shares does Richard J. Hipple directly hold after this Form 4?

Following the reported transactions, Hipple directly holds 104,575 Common Shares of KeyCorp. This figure reflects his direct ownership position in the company’s Common Shares as of the transaction date disclosed in the Form 4 filing.

Is the KeyCorp Form 4 transaction for Richard J. Hipple an open-market trade?

No, the Form 4 shows a grant of 7,352 Deferred Shares coded as an award, not an open-market trade. The transaction is compensation-related under the Directors’ Deferred Share Sub-Plan and does not involve buying or selling shares in the open market.