KeyCorp (KEY) director reports deferred share distributions and holdings

Rhea-AI Filing Summary

KeyCorp director reports deferred share distributions and holdings update. On 01/01/2026, a KeyCorp director converted deferred shares into common shares in two transactions. The director acquired 1,526 common shares and 1,377 common shares through the exercise of deferred share rights that are the economic equivalent of common shares under the KeyCorp Second Directors' Deferred Compensation Plan and related arrangements.

Following these transactions, the director beneficially owned 77,787 and 79,164 common shares in direct form, as well as 10,683 and 178,885 deferred shares. The filing notes these amounts include dividend reinvestments and dividend-equivalent deferred shares credited in December 2025, and that certain deferred shares will be distributed in ten quarterly installments beginning on July 1, 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

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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^*

Snyder Barbara R

(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		1,526	A	(1)	77,787(2)	D
Common Shares	01/01/2026		M		1,377	A	(3)	79,164	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			1,526	(4)	(4)	Common Shares	1,526	(1)	10,683(5)	D
Deferred Shares	(3)	01/01/2026		M			1,377	01/01/2026	01/01/2026	Common Shares	1,377	(3)	178,885(6)	D

Explanation of Responses:

1. Prior to 2014, directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan ("Deferred Compensation Plan"). The deferred fees were converted to deferred shares, which are the economic equivalent of common shares. These deferred shares are being distributed as common shares pursuant to the terms of the Deferred Compensation Plan.

2. Includes approximately 136 common shares acquired through dividend reinvestments in December 2025.

3. Each deferred share is the economic equivalent of one common share.

4. These deferred shares will distribute in ten quarterly installments beginning on July 1, 2025.

5. Includes approximately 120 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan in December 2025.

6. Includes approximately 1,788 dividend-equivalent deferred shares accrued under the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2019 Equity Compensation Plan in December 2025.

Remarks:

	Adam J. Larkins POA for Barbara R. Snyder	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).
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FAQ

What insider activity did KeyCorp (KEY) report on January 1, 2026?

On 01/01/2026, a KeyCorp director exercised deferred share rights and received 1,526 common shares and 1,377 common shares, converting deferred compensation into common stock.

How many KeyCorp common shares does the director beneficially own after these transactions?

After the reported transactions, the director beneficially owned 77,787 and 79,164 KeyCorp common shares directly, according to the filing.

What are deferred shares in the KeyCorp director compensation plans?

The filing explains that deferred fees were converted to deferred shares, which are the economic equivalent of common shares, under the KeyCorp Second Directors' Deferred Compensation Plan.

How many deferred shares does the KeyCorp director hold after the reported Form 4 transactions?

Following the transactions, the director held 10,683 deferred shares under one plan and 178,885 deferred shares under another plan.

Do the KeyCorp director’s reported holdings include dividend-related amounts?

Yes. The filing states the common share total includes approximately 136 shares from dividend reinvestments in December 2025, and the deferred share totals include approximately 120 and 1,788 dividend-equivalent deferred shares credited in December 2025.

When will some of the KeyCorp deferred shares be distributed to the director as common shares?

Certain deferred shares are scheduled to distribute in ten quarterly installments beginning on July 1, 2025, as described in the filing.