Director Elizabeth Gile granted 7,352 deferred shares at KeyCorp (NYSE: KEY)

Rhea-AI Filing Summary

Gile Elizabeth R. reported acquisition or exercise transactions in this Form 4 filing.

KEYCORP director Elizabeth R. Gile received 7,352 Deferred Shares as a compensation award. Each Deferred Share is the economic equivalent of one Common Share and was granted under KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan.

Payment of these Deferred Shares has been deferred until October 1, 2029. Following this award, Gile now holds 132,059 Deferred Shares, including approximately 1,338 dividend-equivalent Deferred Shares accrued in March 2026, and 45,201 Common Shares directly. This is a routine, non-cash equity compensation transaction rather than an open-market trade.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gile Elizabeth R.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	7,352	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 132,059 shares (Direct, null); Common Shares — 45,201 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"), payment of the deferred shares has been deferred until October 1, 2029. The Deferred Shares were awarded under the Deferred Share Plan. Includes approximately 1,338 dividend-equivalent Deferred Shares accrued in March 2026.

Key Figures

Deferred Shares granted: 7,352 Deferred Shares Deferred Shares after transaction: 132,059 Deferred Shares Common Shares after transaction: 45,201 Common Shares +3 more

6 metrics

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

Deferred Shares after transaction 132,059 Deferred Shares Holdings following reported award

Common Shares after transaction 45,201 Common Shares Direct holdings following reported transactions

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

Dividend-equivalent Deferred Shares Approximately 1,338 Deferred Shares Dividend-equivalent Deferred Shares accrued in March 2026

Deferred payout date October 1, 2029 Payment date for Deferred Shares under the plan

Key Terms

Deferred Shares, Directors' Deferred Share Sub-Plan, KeyCorp 2026 Equity Compensation Plan, dividend-equivalent Deferred Shares

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.

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

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

dividend-equivalent Deferred Shares financial

"Includes approximately 1,338 dividend-equivalent Deferred Shares accrued in March 2026."

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^*

Gile Elizabeth R.

(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								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)	05/14/2026		A		7,352		(2)	(2)	Common Shares	7,352	$0(3)	132,059(4)	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"), payment of the deferred shares has been deferred until October 1, 2029.

3. The Deferred Shares were awarded under the Deferred Share Plan.

4. Includes approximately 1,338 dividend-equivalent Deferred Shares accrued in March 2026.

Remarks:

	Adam J. Larkins POA for Elizabeth R. Gile	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 did KEY (KeyCorp) director Elizabeth R. Gile report in this Form 4?

Elizabeth R. Gile reported receiving 7,352 Deferred Shares as a grant under KeyCorp’s 2026 Equity Compensation Plan. These Deferred Shares are compensation, not an open-market stock purchase or sale, and are economically equivalent to Common Shares.

How many KeyCorp Deferred Shares did Elizabeth R. Gile receive in this transaction?

She received 7,352 Deferred Shares in this transaction. The award was made under KeyCorp’s Directors’ Deferred Share Sub-Plan, with each Deferred Share economically equivalent to one Common Share, providing equity-based compensation instead of immediate cash.

When will Elizabeth R. Gile’s KeyCorp Deferred Shares be paid out?

Payment of the Deferred Shares has been deferred until October 1, 2029. Until that date, Gile’s award remains deferred under the Directors’ Deferred Share Sub-Plan, aligning director compensation with the company’s long-term performance and share value.

How many KeyCorp Deferred Shares does Elizabeth R. Gile hold after this award?

After this award, Gile holds 132,059 Deferred Shares. This total includes approximately 1,338 dividend-equivalent Deferred Shares that accrued in March 2026, reflecting dividends credited on her deferred equity balance over time.

How many KeyCorp Common Shares does Elizabeth R. Gile own directly after the filing?

Gile directly holds 45,201 Common Shares following the reported transactions. This figure reflects her direct equity ownership in KeyCorp stock, separate from her larger balance of Deferred Shares under the director compensation plan.

Are the KeyCorp Deferred Shares granted to Elizabeth R. Gile equivalent to Common Shares?

Yes, each Deferred Share is the economic equivalent of one Common Share. This means the value and dividend credits mirror Common Shares, but payment is delayed under the director deferred compensation structure until a specified future date.

Did Elizabeth R. Gile buy or sell KeyCorp shares on the open market in this Form 4?

No, the Form 4 shows a grant of 7,352 Deferred Shares as compensation, not an open-market trade. The filing also includes a holdings entry for Common Shares, but no reported open-market purchases or sales of KeyCorp stock.