[Form 4] KEYCORP /NEW/ Insider Trading Activity

Rhea-AI Filing Summary

KeyCorp (KEY) reported an insider transaction by a director. On 10/01/2025, deferred share units were distributed into common stock under the company’s deferred compensation arrangements, resulting in acquisitions of 1,493 and 1,363 common shares. Following these transactions, the director beneficially owned 76,126 common shares directly. A portion of the total includes approximately 146 common shares acquired via dividend reinvestments in September 2025.

The filing also shows continuing derivative balances of deferred share units, which are economically equivalent to common shares: 12,089 deferred shares (including approximately 147 dividend-equivalent deferred shares accrued in September 2025) and 178,474 deferred shares (including approximately 1,936 dividend-equivalent deferred shares accrued in September 2025). Certain deferred shares are scheduled to distribute 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)
10/01/2025

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	10/01/2025		M		1,493	A	(1)	74,764(2)	D
Common Shares	10/01/2025		M		1,363	A	(3)	76,126	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)	10/01/2025		M			1,493	(4)	(4)	Common Shares	1,493	(1)	12,089(5)	D
Deferred Shares	(3)	10/01/2025		M			1,363	10/01/2025	10/01/2025	Common Shares	1,363	(3)	178,474(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 146 common shares acquired through dividend reinvestments in September 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 147 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan in September 2025.

6. Includes approximately 1,936 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 September 2025.

Remarks:

	Adam J. Larkins POA for Barbara R. Snyder	10/03/2025
	** 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).
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FAQ

What did the KeyCorp (KEY) director report on Form 4?

Two distributions of deferred share units into common stock on 10/01/2025, acquiring 1,493 and 1,363 common shares.

How many KeyCorp shares does the director own after the transactions?

The director beneficially owned 76,126 common shares directly after the reported transactions.

What plans governed the deferred share distributions?

Distributions occurred under the KeyCorp Second Directors' Deferred Compensation Plan and the Amended and Restated Directors' Deferred Share Sub-Plan to the 2019 Equity Compensation Plan.

Are deferred shares equivalent to common shares at KeyCorp (KEY)?

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

What deferred share balances remain after the distributions?

The filing lists 12,089 deferred shares and 178,474 deferred shares remaining, which include recent dividend-equivalent accruals.

Do the holdings include recent dividend-related additions?

Yes. Common shares include approximately 146 from dividend reinvestments in September 2025, and deferred balances include recent dividend-equivalent accruals.

Is there a schedule for future distributions?

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