KeyCorp (KEY) Head of Institutional Bank reports gift of 12,500 shares

Rhea-AI Filing Summary

KeyCorp officer reports gifted share transfer and updated holdings

A senior KeyCorp officer, listed as Head of Institutional Bank, reported a Form 4 transaction involving KeyCorp common shares. On 12/10/2025, the reporting person transferred 12,500 KeyCorp common shares as a gift at a price of $0, which is classified as a disposition. Following this transaction, the officer directly owns 232,544 KeyCorp common shares. The filing also notes additional indirect holdings, including shares held through Paine Investments LP, the officer's spouse, a grantor retained annuity trust for the benefit of the officer and the officer's children, and a 401(k) plan.

Insider Trade Summary

12,500 shares gifted

Mixed 5 txns

Insider Paine Andrew J III

Role Head of Institutional Bank

Type	Security	Shares	Price	Value
Gift	Common Shares	12,500	$0.00	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 232,544 shares (Direct); Common Shares — 445 shares (Indirect, By Paine Investments LP)

Footnotes (1)

1. 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. Reported as of December 11, 2025.

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^*

Paine Andrew J III

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Institutional Bank

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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	12/10/2025		G		12,500	D	$0	232,544	D
Common Shares								445	I	By Paine Investments LP
Common Shares								4,265	I	By spouse
Common Shares								108,746	I	By GRAT(1)
Common Shares								26,438(2)	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. 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.

2. Reported as of December 11, 2025.

Remarks:

	Adam J. Larkins POA for Andrew J. Paine III	12/12/2025
	** 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 transaction did KEY officer Andrew J. Paine III report?

The filing reports that on 12/10/2025, the officer disposed of 12,500 KeyCorp common shares as a gift at a price of $0 per share.

How many KeyCorp (KEY) shares does the reporting person own directly after the transaction?

After the reported transaction, the officer directly owns 232,544 KeyCorp common shares.

What indirect KeyCorp (KEY) holdings are disclosed in this Form 4?

The filing discloses indirect holdings of KeyCorp common shares held by Paine Investments LP, by the officer's spouse, by a grantor retained annuity trust (GRAT), and in a 401(k) plan.

What is the role of the reporting person at KeyCorp (KEY)?

The reporting person is an officer of KeyCorp, with the title Head of Institutional Bank, and is not listed as a director or 10% owner on the form.

What does the explanation about the GRAT mean for KEY insider ownership?

The explanation states that certain shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children, and the reporting person serves as trustee of that trust.

Was this KeyCorp (KEY) insider transaction part of a Rule 10b5-1 trading plan?

The form includes a checkbox for identifying transactions under a Rule 10b5-1(c) trading plan, but the excerpt does not indicate that this box was checked for the reported gift.