KeyCorp (KEY) director reports 4,319-share deferred stock conversion

Rhea-AI Filing Summary

KeyCorp director Elizabeth R. Gile reported a share conversion on Form 4. On 01/01/2026, 4,319 Deferred Shares were converted (transaction code M) into the same number of KeyCorp common shares. Following this transaction, she directly owned 45,201 common shares.

The report also shows continued ownership of 123,368 Deferred Shares, each of which is the economic equivalent of one common share. This Deferred Share balance includes approximately 4,244 dividend-equivalent Deferred Shares that accrued between June 2025 and December 2025.

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

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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^*

Gile Elizabeth R.

(Last) (First) (Middle)

C/O KEYCORP

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)
01/01/2026

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	01/01/2026		M		4,319	A	(1)	45,201	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)	01/01/2026		M			4,319	01/01/2026	01/01/2026	Common Shares	4,319	(1)	123,368(2)	D

Explanation of Responses:

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

2. Includes approximately 4,244 dividend-equivalent Deferred Shares accrued between June 2025 and December 2025.

Remarks:

	Adam J. Larkins POA for Elizabeth R. Gile	01/05/2026
	** 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.

FAQ

What insider transaction did KeyCorp (KEY) report in this Form 4?

The filing shows that director Elizabeth R. Gile converted 4,319 Deferred Shares into 4,319 KeyCorp common shares on 01/01/2026, coded as transaction type M.

How many KeyCorp common shares does the reporting person own after the transaction?

After the reported transaction, the director directly owns 45,201 KeyCorp common shares, according to the beneficial ownership column in Table I.

What are Deferred Shares in this KeyCorp Form 4 filing?

The filing states that each Deferred Share is the economic equivalent of one KeyCorp common share, meaning their value tracks the same as a common share for the holder.

How many Deferred Shares does the KeyCorp director still hold?

The director beneficially owns 123,368 Deferred Shares after the transaction, as shown in Table II of the filing.

What are dividend-equivalent Deferred Shares mentioned in the KeyCorp Form 4?

The filing notes that the Deferred Share balance includes approximately 4,244 dividend-equivalent Deferred Shares that accrued between June 2025 and December 2025.

What role does the reporting person have at KeyCorp (KEY)?

The reporting person is identified in the form as a Director of KeyCorp, with the relationship box for Director checked.