KeyCorp (KEY) director receives 7,352 Deferred Shares in equity award

Rhea-AI Filing Summary

Dallas H James reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Dallas H. James reported a routine equity compensation grant. He received 7,352 Deferred Shares on Common Shares-equivalent terms under KeyCorp’s Amended and Restated Directors’ Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan.

Each Deferred Share is the economic equivalent of one Common Share. Under the plan, Mr. James will receive payment of these Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029. After these transactions, he holds 138,769 Common Shares directly and 26,777 Deferred Shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dallas H James

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 — 138,769 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: 138,769 Common Shares +2 more

5 metrics

Deferred Shares granted 7,352 Deferred Shares Grant/award acquisition on May 14, 2026

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

Common Shares held 138,769 Common Shares Direct holdings following transaction

Economic equivalence 1 Deferred Share = 1 Common Share Footnote describing Deferred Share terms

Settlement date May 14, 2029 Deferred Shares paid half in shares, half in cash

Key Terms

Deferred Shares, Amended and Restated Directors' Deferred Share Sub-Plan, KeyCorp 2026 Equity Compensation Plan, economic equivalent

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

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

economic equivalent financial

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

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^*

Dallas H James

(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								138,769	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 H. James Dallas	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 Dallas H. James report at KeyCorp (KEY)?

Dallas H. James reported receiving 7,352 Deferred Shares as an equity award. These Deferred Shares are tied to KeyCorp Common Shares and were granted under the company’s 2026 Equity Compensation Plan, reflecting routine director compensation rather than an open-market stock purchase or sale.

What are Deferred Shares in the KeyCorp (KEY) Form 4 filing?

Deferred Shares are awards that are the economic equivalent of one Common Share each. For this grant, KeyCorp will settle them on May 14, 2029, paying one-half in Common Shares and one-half in cash to the director, based on the company’s Deferred Share Plan.

How many Deferred Shares did the KeyCorp (KEY) director hold after the grant?

After the reported grant, the director held 26,777 Deferred Shares. This total includes the 7,352 Deferred Shares awarded in the latest transaction and represents a deferred form of compensation linked to the future value of KeyCorp’s Common Shares.

How many KeyCorp (KEY) Common Shares does the director hold following the transactions?

Following the reported transactions, the director directly holds 138,769 Common Shares. This figure reflects his post-transaction equity position in KeyCorp’s stock, separate from the 26,777 Deferred Shares that are scheduled for future settlement in shares and cash.

When will the KeyCorp (KEY) Deferred Shares be paid to the director?

The Deferred Shares are scheduled to be paid on May 14, 2029. According to the plan, the director will receive one-half of the value in KeyCorp Common Shares and the other half in cash, as provided under the Directors’ Deferred Share Sub-Plan.

Is the KeyCorp (KEY) Form 4 transaction an open-market buy or sell?

The filing reflects a grant of 7,352 Deferred Shares as compensation, not an open-market buy or sell. The transaction is coded as a grant or award, meaning the director received the award from the company under its equity compensation plan, without paying a market price.