KEY director acquires 1,605 deferred shares; sale of 13,430

Rhea-AI Filing Summary

Devina A. Rankin, a KeyCorp (KEY) director, reported transactions on 09/30/2025 showing a sale of 13,430 common shares and the acquisition of 1,605 deferred shares under the company’s Amended and Restated Directors' Deferred Share Sub-Plan. The deferred shares represent fees directors elected to defer and are the economic equivalent of common shares; they are payable the earlier of January 1, 2031 or the participant’s death. The filing reports total beneficial ownership of 77,121 common shares following the transactions and notes approximately 813 dividend-equivalent deferred shares accrued in September 2025. The Form 4 was signed by a power of attorney on 10/02/2025.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rankin Devina A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	1,605	$18.69	$30K
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 77,121 shares (Direct); Common Shares — 13,430 shares (Direct)

Footnotes (1)

1. Directors may elect to defer the payment of directors' fees into the Amended and Restated 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. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2031, or the death of the participant. Includes approximately 813 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2025.

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).

1. Name and Address of Reporting Person^*

Rankin Devina A

(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)
09/30/2025

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								13,430	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)	09/30/2025		A		1,605		(2)	(2)	Common Shares	1,605	$18.69	77,121(3)	D

Explanation of Responses:

1. Directors may elect to defer the payment of directors' fees into the Amended and Restated 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, 2031, or the death of the participant.

3. Includes approximately 813 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2025.

Remarks:

	Adam J. Larkins POA for Devina A. Rankin	10/02/2025
	** 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

What did KeyCorp director Devina A. Rankin report on Form 4?

She reported a sale of 13,430 common shares and the acquisition of 1,605 deferred shares on 09/30/2025.

How many KeyCorp (KEY) shares does Devina A. Rankin beneficially own after the transactions?

The Form 4 reports 77,121 common shares beneficially owned following the reported transactions.

What are the deferred shares reported on the Form 4 for KEY?

The deferred shares are fee deferrals under the Directors' Deferred Share Plan; 1,605 deferred shares were recorded, including about 813 dividend-equivalent deferred shares accrued in September 2025.

When will the deferred shares be paid out?

Payment of the deferred shares is deferred until the earlier of January 1, 2031 or the participant’s death, per the filing.

Who signed the Form 4 for Devina A. Rankin?

The Form 4 was signed by Adam J. Larkins as power of attorney on 10/02/2025.