KeyCorp CEO's trust transfers 29,821 shares to children

The Chairman and CEO's reported positions include 929,451 directly owned shares and 5,443 shares held through a 401(k) Plan.

Rhea-AI Filing Summary

KEYCORP (symbol: KEY) is the issuer of record for a Form 4 filing submitted to the SEC. Gorman Christopher M. reported disposition transactions in this Form 4 filing.

KEYCORP Chairman and CEO Christopher M. Gorman reported that 29,821 common shares were transferred from a grantor retained annuity trust to his children when the trust terminated on September 21, 2026. The remaining shares in the trust were returned to Gorman and are reported as directly owned; his direct holding was 929,451 shares, including approximately 191 shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan since March 2026.

A separate indirect holding of 5,443 shares in the 401(k) Plan was reported as of September 22, 2026.

Insider Trade Summary

29,821 shares gifted

Gift 5 txns

Insider Gorman Christopher M.

Role Chairman and CEO

Type	Security	Shares	Price	Value
Gift	Common Shares F1	29,821	$0.00	$0.00
holding	Common Shares F2	--	--	--
holding	Common Shares F3	--	--	--
holding	Common Shares F3	--	--	--
holding	Common Shares F4	--	--	--

Holdings After Transaction: Common Shares — 250,000 shares (Indirect, By GRAT); Common Shares — 929,451 shares (Direct); Common Shares — 5,443 shares (Indirect, 401(k) Plan)

Footnotes (4)

1. F1. Upon termination of this grantor retained annuity trust on September 21, 2026, 29,821 shares of KeyCorp common stock were transferred to the reporting person's children. The remaining shares in such trust were returned to the reporting person and continue to be reported in this Form 4 as directly owned.
2. F2. Includes approximately 191 common shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan since March 2026.
3. F3. These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust.
4. F4. Reported as of September 22, 2026.

Key Figures

Gift transfer: 29,821 common shares Direct common shares: 929,451 shares 401(k) Plan common shares: 5,443 shares +1 more

4 metrics

Gift transfer 29,821 common shares Transferred from a grantor retained annuity trust to his children on September 21, 2026.

Direct common shares 929,451 shares Direct holding reported following the trust termination.

401(k) Plan common shares 5,443 shares Indirect holding reported as of September 22, 2026.

Discounted Stock Purchase Plan acquisitions approximately 191 common shares Acquired since March 2026; included in the direct holding.

Key Terms

grantor retained annuity trust, Discounted Stock Purchase Plan, 401(k) Plan

3 terms

grantor retained annuity trust financial

"termination of this grantor retained annuity trust"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

Discounted Stock Purchase Plan financial

"KeyCorp Second Amended and Restated Discounted Stock Purchase Plan"

401(k) Plan financial

"These shares are held in the 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many KEY shares did Christopher M. Gorman give to his children?

The trust transferred 29,821 common shares to Gorman's children when it terminated on September 21, 2026.

How many KEY shares did Christopher M. Gorman hold directly after the trust ended?

His directly owned holding was reported as 929,451 common shares. It includes approximately 191 shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan since March 2026.

How many KEY shares were held in Christopher M. Gorman's 401(k) Plan?

5,443 shares were reported as held indirectly through the 401(k) Plan as of September 22, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/23/2026 - 04:39 PM Accepted by SEC EDGAR 09/23/2026 - 04:39 PM Learn about SEC filing dates

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^*

Gorman Christopher M.

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2026

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	09/21/2026		G		29,821	D	$0	0	I	By GRAT(1)
Common Shares								929,451(2)	D
Common Shares								180,350	I	By GRAT(3)
Common Shares								69,650	I	By GRAT(3)
Common Shares								5,443(4)	I	401(k) Plan

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

Explanation of Responses:

1. Upon termination of this grantor retained annuity trust on September 21, 2026, 29,821 shares of KeyCorp common stock were transferred to the reporting person's children. The remaining shares in such trust were returned to the reporting person and continue to be reported in this Form 4 as directly owned.

2. Includes approximately 191 common shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan since March 2026.

3. These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust.

4. Reported as of September 22, 2026.

Remarks:

	Adam J. Larkins POA for Christopher M. Gorman	09/23/2026
	** 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)