KeyCorp (NYSE: KEY) director Alexander Cutler awarded 732 deferred shares

Rhea-AI Filing Summary

CUTLER ALEXANDER M reported acquisition or exercise transactions in this Form 4 filing.

KEYCORP director Alexander M. Cutler received a compensation-related award of deferred shares. On June 30, 2026, he was granted 732 deferred shares under KeyCorp’s Amended and Restated 2026 Equity Compensation Plan, which are economically equivalent to common shares and carry a grant price of $0.00 per share.

Following this grant, Cutler held 66,502 deferred shares and 298,416 common shares directly. Under the Deferred Share Plan, payout of the deferred shares is postponed until the earlier of July 1, 2027 or his death, and this balance includes approximately 596 dividend-equivalent deferred shares accrued in June 2026.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CUTLER ALEXANDER M

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	732	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 66,502 shares (Direct, null); Common Shares — 298,416 shares (Direct, null)

Footnotes (1)

1. Directors may elect to defer the payment of directors' fees into the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2026 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of July 1, 2027, or the death of the participant. Includes approximately 596 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Key Figures

Deferred share grant: 732 deferred shares Grant price: $0.00 per deferred share Deferred shares held: 66,502 deferred shares +3 more

6 metrics

Deferred share grant 732 deferred shares Grant to Alexander M. Cutler on June 30, 2026

Grant price $0.00 per deferred share Deferred share award under equity compensation plan

Deferred shares held 66,502 deferred shares Total deferred shares following June 30, 2026 grant

Common shares held 298,416 common shares Direct ownership following reported transactions

Dividend-equivalent deferred shares Approximately 596 shares Accrued under Deferred Share Plan in June 2026

Deferred share payout date Earlier of July 1, 2027 or death Payout terms under Deferred Share Plan

Key Terms

Deferred Share Plan, Amended and Restated Directors' Deferred Share Sub-Plan, KeyCorp Amended and Restated 2026 Equity Compensation Plan, dividend-equivalent deferred shares, +1 more

5 terms

Deferred Share Plan financial

"Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred..."

A deferred share plan is a company program that promises employees or executives shares or the cash value of shares at a future date, often contingent on meeting performance goals or staying with the firm. Think of it like a bonus you earn now but receive later; investors watch these plans because they affect potential share dilution, reveal how management is being motivated, and signal whether pay incentives align with long‑term shareholder value.

Amended and Restated Directors' Deferred Share Sub-Plan financial

"Directors may elect to defer the payment of directors' fees into the Amended and Restated Directors' Deferred Share Sub-Plan..."

KeyCorp Amended and Restated 2026 Equity Compensation Plan financial

"...Sub-Plan to the KeyCorp Amended and Restated 2026 Equity Compensation Plan (the "Deferred Share Plan")."

dividend-equivalent deferred shares financial

"Includes approximately 596 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026."

deferred shares financial

"The deferred fees are converted into deferred shares, which are the economic equivalent of common shares."

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 09:45 PM Accepted by SEC EDGAR 07/02/2026 - 09:44 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^*

CUTLER ALEXANDER 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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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								298,416	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)	06/30/2026		A		732		(2)	(2)	Common Shares	732	$0	66,502(3)	D

Explanation of Responses:

1. Directors may elect to defer the payment of directors' fees into the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2026 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

2. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of July 1, 2027, or the death of the participant.

3. Includes approximately 596 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Remarks:

	Adam J. Larkins POA for Alexander M. Cutler	07/02/2026
	** 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 insider transaction did KEY director Alexander M. Cutler report on this Form 4 for KEY?

Alexander M. Cutler reported receiving 732 deferred shares as a compensation-related grant. These deferred shares are credited under KeyCorp’s Deferred Share Plan and are economically equivalent to common shares, increasing his deferred share balance without an open-market purchase.

How many KeyCorp (KEY) deferred shares does Alexander M. Cutler hold after the June 30, 2026 grant?

After the June 30, 2026 grant, Alexander M. Cutler holds 66,502 deferred shares. This total includes the newly granted 732 deferred shares and approximately 596 dividend-equivalent deferred shares accrued in June 2026 under the Deferred Share Plan.

When will Alexander M. Cutler receive payment of his KeyCorp (KEY) deferred shares?

Payment of Alexander M. Cutler’s deferred shares is scheduled for the earlier of July 1, 2027, or his death. Until that time, the shares remain deferred under KeyCorp’s Deferred Share Plan but are structured to mirror the economic value of common shares.

How many KeyCorp (KEY) common shares does Alexander M. Cutler own directly following this Form 4 filing?

Following this Form 4 filing, Alexander M. Cutler owns 298,416 KeyCorp common shares directly. This figure reflects his direct ownership position after the reported transactions, separate from his additional holdings of deferred shares under the Deferred Share Plan.

What are dividend-equivalent deferred shares in the KeyCorp (KEY) Deferred Share Plan?

Dividend-equivalent deferred shares are additional deferred units credited to match dividends on KeyCorp common shares. In June 2026, approximately 596 such dividend-equivalent deferred shares accrued to Alexander M. Cutler, increasing his deferred share balance without a cash dividend payout.