KeyCorp (KEY) director receives 7,352 Deferred Shares under equity plan

Rhea-AI Filing Summary

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

KeyCorp director Richard J. Tobin received an award of 7,352 Deferred Shares, each economically equivalent to one Common Share. Under the directors' Deferred Share Plan, these will be paid half in Common Shares and half in cash on May 14, 2029. After this award, he holds 84,896 Deferred Shares and 750 Common Shares directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Tobin 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 — 84,896 shares (Direct, null); Common Shares — 750 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. Includes approximately 832 dividend-equivalent Deferred Shares accrued in March 2026.

Key Figures

Deferred Shares granted: 7,352 Deferred Shares Deferred Shares after grant: 84,896 Deferred Shares Common Shares held: 750 Common Shares +2 more

5 metrics

Deferred Shares granted 7,352 Deferred Shares Grant to director on May 14, 2026

Deferred Shares after grant 84,896 Deferred Shares Total Deferred Shares held following transaction

Common Shares held 750 Common Shares Direct holdings after reported transactions

Dividend-equivalent Deferred Shares approximately 832 Deferred Shares Dividend-equivalent Deferred Shares accrued in March 2026

Deferred Shares payout date May 14, 2029 Half in Common Shares and half in cash

Key Terms

Deferred Shares, dividend-equivalent Deferred Shares, Directors' Deferred Share Sub-Plan, Equity Compensation Plan

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.

dividend-equivalent Deferred Shares financial

"Includes approximately 832 dividend-equivalent Deferred Shares accrued in March 2026."

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"

Equity Compensation Plan financial

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

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

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^*

Tobin Richard J

(Last) (First) (Middle)

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								750	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)	84,896(4)	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.

4. Includes approximately 832 dividend-equivalent Deferred Shares accrued in March 2026.

Remarks:

	Adam J. Larkins POA for Richard J. Tobin	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) director Richard J. Tobin report?

KeyCorp director Richard J. Tobin reported receiving 7,352 Deferred Shares as a grant. These Deferred Shares are part of the directors' Deferred Share Plan and are compensation, not an open-market purchase or sale of KeyCorp common stock.

How many KeyCorp Deferred Shares does Richard J. Tobin hold after this Form 4?

After the reported grant, Richard J. Tobin holds 84,896 Deferred Shares. This total includes the newly awarded 7,352 Deferred Shares and approximately 832 dividend-equivalent Deferred Shares that accrued in March 2026 under the company’s deferred compensation framework.

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

Under KeyCorp’s Deferred Share Plan, Richard J. Tobin will receive payment of the Deferred Shares on May 14, 2029. The plan specifies that the payout will be made half as Common Shares and half in cash at that future settlement date.

What is a KeyCorp Deferred Share and how does it relate to Common Shares?

Each KeyCorp Deferred Share is the economic equivalent of one Common Share. While it does not settle immediately, it tracks the value of Common Shares and will ultimately be paid partly in Common Shares and partly in cash under the Deferred Share Plan.

Did Richard J. Tobin buy or sell KeyCorp stock in the open market?

The Form 4 shows a grant of 7,352 Deferred Shares coded as an acquisition award, not an open-market trade. There are no reported open-market purchases or sales; the filing mainly reflects compensation awarded under KeyCorp’s directors’ Deferred Share Plan.

How many KeyCorp Common Shares does Richard J. Tobin hold directly after this filing?

Following the reported transactions, Richard J. Tobin directly holds 750 Common Shares of KeyCorp. This is separate from his 84,896 Deferred Shares, which are economically equivalent to Common Shares but settle later under the deferred compensation arrangement.