KeyCorp director awarded 1,558 deferred shares

KeyCorp director Robin Hayes received a grant of 1,558 deferred shares on March 31, 2026, classified as a grant/award acquisition under the company’s Deferred Share Plan.

Rhea-AI Filing Summary

KeyCorp director Robin Hayes received a grant of 1,558 deferred shares on March 31, 2026, classified as a grant/award acquisition under the company’s Deferred Share Plan. These deferred shares are the economic equivalent of common shares and arise from electing to defer directors’ fees.

After this grant, Hayes holds 61,698 deferred shares and 26,461 common shares directly. Under the Deferred Share Plan, payment of the deferred shares is delayed until the earlier of January 1, 2030, or the director’s death, and this balance includes approximately 645 dividend-equivalent deferred shares accrued in March 2026.

Insider Trade Summary

Grant/Award: 1,558 shares

Grant/Award 2 txns

Insider Hayes Robin

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	1,558	$20.05	$31K
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 61,698 contracts (Direct); Common Shares — 26,461 shares (Direct)

Footnotes (3)

1. F1. Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 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. F2. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2030, or the death of the participant.
3. F3. Includes approximately 645 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026.

Key Figures

Deferred share grant: 1,558 deferred shares Grant reference price: $20.05/share Deferred shares after grant: 61,698 deferred shares +3 more

6 metrics

Deferred share grant 1,558 deferred shares Grant/award acquisition on March 31, 2026

Grant reference price $20.05/share Price per deferred share used for the March 31, 2026 entry

Deferred shares after grant 61,698 deferred shares Total deferred share holdings following the March 31, 2026 transaction

Common shares held 26,461 shares Direct common share holdings after the reported transactions

Dividend-equivalent deferred shares Approximately 645 shares Dividend-equivalent deferred shares accrued under the plan in March 2026

Deferred share payout date January 1, 2030 Earliest scheduled payment date for deferred shares, or earlier upon death

Key Terms

Directors' Deferred Share Sub-Plan, Deferred Share Plan, KeyCorp 2019 Equity Compensation Plan, dividend-equivalent deferred shares

4 terms

Directors' Deferred Share Sub-Plan financial

"Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2019 Equity Compensation Plan"

Deferred Share Plan financial

"The deferred fees are converted into deferred shares, which are the economic equivalent of common shares."

A deferred share plan is a company program that promises employees or executives shares or the cash value of shares at a future date, often contingent on meeting performance goals or staying with the firm. Think of it like a bonus you earn now but receive later; investors watch these plans because they affect potential share dilution, reveal how management is being motivated, and signal whether pay incentives align with long‑term shareholder value.

KeyCorp 2019 Equity Compensation Plan financial

"Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2019 Equity Compensation Plan"

dividend-equivalent deferred shares financial

"Includes approximately 645 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did KeyCorp (KEY) director Robin Hayes report?

Robin Hayes reported receiving 1,558 deferred shares on March 31, 2026 as a grant under KeyCorp’s Deferred Share Plan. These deferred shares represent elective deferral of directors’ fees and are economically equivalent to common shares rather than an open-market stock purchase or sale.

How many KeyCorp deferred and common shares does Robin Hayes now hold?

Following the March 31, 2026 grant, Robin Hayes holds 61,698 deferred shares and 26,461 common shares directly. The deferred share balance reflects accumulated fee deferrals plus dividend-equivalent deferred shares credited over time under the company’s director compensation arrangements.

What is KeyCorp’s Deferred Share Plan mentioned in Robin Hayes’ Form 4?

KeyCorp’s Deferred Share Plan allows directors to defer their fees into deferred shares tied to the KeyCorp 2019 Equity Compensation Plan. The deferred fees convert into deferred shares that are economically equivalent to common shares, providing equity-based compensation instead of immediate cash payments to directors.

When will Robin Hayes receive payment of KeyCorp deferred shares?

Under the Deferred Share Plan, payment of Robin Hayes’ deferred shares is postponed until the earlier of January 1, 2030, or the director’s death. Until that trigger, the position remains as deferred share units that mirror the value of KeyCorp common shares and can accumulate dividend-equivalent credits.

What are dividend-equivalent deferred shares in KeyCorp’s director plan?

Dividend-equivalent deferred shares are additional deferred share units credited to match dividends paid on KeyCorp common stock. In March 2026, Hayes’ holdings included approximately 645 such dividend-equivalent deferred shares, increasing the deferred share balance without any open-market stock transaction by the director.

Was Robin Hayes’ March 2026 KeyCorp transaction a stock purchase or sale?

The March 31, 2026 entry is recorded as a grant or award acquisition, not an open-market buy or sell. It reflects directors’ fees being converted into 1,558 deferred shares under the Deferred Share Plan, so the filing shows compensation-related equity accrual rather than a discretionary market trade.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 05:53 PM Learn about SEC filing dates

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 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)
03/31/2026

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								26,461	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)	03/31/2026		A		1,558		(2)	(2)	Common Shares	1,558	$20.05	61,698(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 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, 2030, or the death of the participant.

3. Includes approximately 645 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026.

Remarks:

	Adam J. Larkins POA for Robin N. Hayes	04/02/2026
	** 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)