KeyCorp (NYSE: KEY) director settles deferred awards in cash and 18,118 shares

Rhea-AI Filing Summary

KeyCorp director James Dallas reported compensation-related share transactions. On May 11, 2026, he disposed of 9,059 Common Shares to the issuer at $21.41 per share and exercised derivative awards for 18,118 Common Shares.

According to the footnotes, each Deferred Share equaled one Common Share. Of his Deferred Shares, 9,059 were settled for cash based on a 30-day average price and the remaining 9,058 were settled in an equal number of Common Shares. After these transactions, he directly held 147,828 Common Shares and 19,425 Deferred Shares, which include approximately 1,637 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026.

Insider Trade Summary

18,118 shares exercised/converted

Mixed 3 txns

Insider Dallas H James

Role null

Type	Security	Shares	Price	Value
Exercise	Deferred Shares	18,118	$0.00	--
Exercise	Common Shares	18,118	$0.00	--
Disposition	Common Shares	9,059	$21.41	$194K

Holdings After Transaction: Deferred Shares — 19,425 shares (Direct, null); Common Shares — 147,828 shares (Direct, null)

Footnotes (1)

1. Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 11, 2026, 9,059 of the Reporting Person's Deferred Shares were settled for cash based upon the average of the closing price of KeyCorp Common Shares over the 30 trading days immediately prior to (and including if such date is a trading day) the payment date, and the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares. Includes approximately 1,637 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026.

Key Figures

Disposition to issuer: 9,059 Common Shares at $21.41/share Shares acquired via exercise: 18,118 Common Shares Common Shares after transaction: 147,828 Common Shares +2 more

5 metrics

Disposition to issuer 9,059 Common Shares at $21.41/share Non-derivative disposition to issuer on May 11, 2026

Shares acquired via exercise 18,118 Common Shares Exercise or conversion of derivative security on May 11, 2026

Common Shares after transaction 147,828 Common Shares Total direct holdings following non-derivative transactions

Deferred Shares after transaction 19,425 Deferred Shares Derivative holdings following exercise and settlements

Dividend-equivalent Deferred Shares Approx. 1,637 Deferred Shares Accrued between June 2025 and March 2026

Key Terms

Disposition to issuer, Deferred Shares, dividend-equivalent Deferred Shares, derivative security

4 terms

Disposition to issuer financial

"transaction_code_description: Disposition to issuer"

Deferred Shares financial

"Each Deferred Share was the economic equivalent of one KeyCorp 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 1,637 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026."

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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)
05/11/2026

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	05/11/2026		M		18,118	A	(1)	147,828	D
Common Shares	05/11/2026		D		9,059	D	$21.41	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)	05/11/2026		M			18,118	(1)	(1)	Common Shares	18,118	(1)	19,425(2)	D

Explanation of Responses:

1. Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 11, 2026, 9,059 of the Reporting Person's Deferred Shares were settled for cash based upon the average of the closing price of KeyCorp Common Shares over the 30 trading days immediately prior to (and including if such date is a trading day) the payment date, and the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

2. Includes approximately 1,637 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026.

Remarks:

	Adam J. Larkins POA for H. James Dallas	05/13/2026
	** 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 did KeyCorp (KEY) director James Dallas report in this Form 4?

James Dallas reported disposing of 9,059 KeyCorp Common Shares to the issuer and exercising derivative awards for 18,118 Common Shares. The filing reflects settlement of Deferred Shares partly in cash and partly in stock tied to previously granted compensation.

How many KeyCorp shares did James Dallas dispose of and at what price?

He disposed of 9,059 KeyCorp Common Shares back to the issuer at a reported price of $21.41 per share. This transaction is coded as a disposition to the issuer, reflecting shares returned rather than an open-market sale.

How many KeyCorp shares did James Dallas acquire through exercising derivatives?

He acquired 18,118 KeyCorp Common Shares by exercising derivative awards linked to Deferred Shares. Each Deferred Share was economically equivalent to one Common Share, and this conversion reflects the settlement of prior compensation rather than an open-market purchase.

What are KeyCorp Deferred Shares held by James Dallas?

Deferred Shares are compensation instruments economically equivalent to one KeyCorp Common Share. Dallas’s filing notes that some Deferred Shares were settled for cash and some in stock, and that remaining Deferred Shares include dividend-equivalent amounts accrued over time.

How many KeyCorp shares does James Dallas hold after these transactions?

After the reported transactions, James Dallas directly holds 147,828 KeyCorp Common Shares. He also holds 19,425 Deferred Shares, which include approximately 1,637 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026, according to the footnotes.

Were any of James Dallas’s Deferred Shares in KeyCorp settled for cash?

Yes. The filing states that 9,059 of his Deferred Shares were settled for cash based on the average closing price over 30 trading days before the payment date, while the remaining 9,058 Deferred Shares were settled in an equal number of Common Shares.