KeyCorp (KEY) director converts deferred shares into common stock

Rhea-AI Filing Summary

KeyCorp director reports equity award activity involving deferred shares and common stock. On 01/01/2026, the reporting person converted 8,635 Deferred Shares into 8,635 Common Shares, resulting in 59,506 Common Shares beneficially owned directly after this transaction. On 01/02/2026, an additional 1,703 Deferred Shares were converted into 1,703 Common Shares, increasing direct beneficial ownership to 61,209 Common Shares.

The person also continues to hold derivative positions in Deferred Shares. After the 01/01/2026 transaction, 58,922 Deferred Shares were beneficially owned, and after the 01/02/2026 transaction, 57,219 Deferred Shares remained. Each Deferred Share is the economic equivalent of one Common Share, and the derivative holdings include approximately 2,246 dividend-equivalent Deferred Shares accrued under a Deferred Share Plan between June 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Wilson David K

(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		8,635	A	(1)	59,506	D
Common Shares	01/02/2026		M		1,703	A	(1)	61,209	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			8,635	01/01/2026	01/01/2026	Common Shares	8,635	(1)	58,922(2)	D
Deferred Shares	(1)	01/02/2026		M			1,703	01/02/2026	01/02/2026	Common Shares	1,703	(1)	57,219	D

Explanation of Responses:

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

2. Includes approximately 2,246 dividend-equivalent deferred shares accrued under the Deferred Share Plan between June and December 2025.

Remarks:

	Adam J. Larkins POA for David K. Wilson	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 activity did KeyCorp (KEY) report in this Form 4?

The filing reports that a KeyCorp director converted Deferred Shares into Common Shares in two transactions on 01/01/2026 and 01/02/2026, and updated the totals of securities beneficially owned.

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

Following the 01/01/2026 transaction, the director beneficially owned 59,506 Common Shares directly. After the 01/02/2026 transaction, direct beneficial ownership increased to 61,209 Common Shares.

What derivative securities are reported for the KeyCorp director on this Form 4?

The filing lists Deferred Shares as derivative securities. After the 01/01/2026 conversion, the director beneficially owned 58,922 Deferred Shares, and after the 01/02/2026 transaction, 57,219 Deferred Shares remained beneficially owned.

What is a Deferred Share in the context of KeyCorp (KEY)?

The filing explains that each Deferred Share is the economic equivalent of one Common Share. These Deferred Shares can be converted into Common Shares and include dividend-equivalent accruals under a Deferred Share Plan.

How many dividend-equivalent deferred shares are included in the KeyCorp director’s holdings?

The reported Deferred Share balance includes approximately 2,246 dividend-equivalent Deferred Shares that accrued under the Deferred Share Plan between June and December 2025.

Is the reporting person a large shareholder or an officer at KeyCorp (KEY)?

The form identifies the reporting person as a director of KeyCorp. The boxes for 10% Owner and Officer are not indicated as selected in the provided excerpt.