KeyCorp director granted 7,352 deferred shares

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

Rhea-AI Filing Summary

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

KeyCorp director Alexander M. Cutler reported a compensation-related award of deferred equity. He received 7,352 Deferred Shares on May 14, 2026, each economically equivalent to one common share and awarded at a stated price of $0.00 under KeyCorp’s 2026 Equity Compensation Plan.

Under the company’s Directors’ Deferred Share Sub-Plan, payment of these deferred shares is scheduled for July 1, 2029. After this award, Cutler holds 65,174 Deferred Shares and 298,416 Common Shares directly, indicating this filing reflects ongoing board compensation rather than open-market trading.

Insider Trade Summary

Grant/Award: 7,352 shares

Grant/Award 2 txns

Insider CUTLER ALEXANDER M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	7,352	$0.00	$0.00
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 65,174 contracts (Direct); Common Shares — 298,416 shares (Direct)

Footnotes (3)

1. F1. Each Deferred Share is the economic equivalent of one Common Share.
2. F2. Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan"), payment of the deferred shares has been deferred until July 1, 2029.
3. F3. The Deferred Shares were awarded under the Deferred Share Plan.

Key Figures

Deferred Shares granted: 7,352 shares Deferred Shares post-transaction: 65,174 shares Common Shares post-transaction: 298,416 shares +2 more

5 metrics

Deferred Shares granted 7,352 shares Grant on May 14, 2026

Deferred Shares post-transaction 65,174 shares Holdings after grant

Common Shares post-transaction 298,416 shares Direct holdings after reported transactions

Grant price per Deferred Share $0.00/share Equity compensation award

Deferred share payout date July 1, 2029 Scheduled payment under Deferred Share Plan

Key Terms

Deferred Shares, Directors' Deferred Share Sub-Plan, Equity Compensation Plan, Form 4

4 terms

Deferred Shares financial

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

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.

Directors' Deferred Share Sub-Plan financial

"Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan"

Equity Compensation Plan financial

"Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan"

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did KeyCorp (KEY) director Alexander M. Cutler report in this Form 4?

Alexander M. Cutler reported receiving 7,352 Deferred Shares as equity compensation. These are economically equivalent to common shares and form part of his director compensation under KeyCorp’s 2026 Equity Compensation Plan.

How many KeyCorp (KEY) Deferred Shares did Alexander M. Cutler receive?

He received 7,352 Deferred Shares on May 14, 2026. The award was recorded at a $0.00 price per share as a grant under the Directors’ Deferred Share Sub-Plan of KeyCorp’s 2026 Equity Compensation Plan.

When will Alexander M. Cutler’s KeyCorp (KEY) Deferred Shares be paid?

Payment of the deferred shares has been scheduled for July 1, 2029. This deferral date is set under KeyCorp’s Amended and Restated Directors’ Deferred Share Sub-Plan, which governs timing for director equity payouts.

What are Deferred Shares in this KeyCorp (KEY) Form 4 filing?

Each Deferred Share is described as the economic equivalent of one Common Share. They track the value of common stock but are paid later, aligning director compensation with long-term shareholder outcomes under the company’s equity compensation plan.

What are Alexander M. Cutler’s holdings after this KeyCorp (KEY) transaction?

Following the reported award, he directly holds 65,174 Deferred Shares and 298,416 Common Shares. These figures reflect his updated equity position as reported in the Form 4, combining deferred and current-share interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 04:15 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)
05/14/2026

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)	05/14/2026		A		7,352		(2)	(2)	Common Shares	7,352	$0(3)	65,174	D

Explanation of Responses:

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

2. Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan"), payment of the deferred shares has been deferred until July 1, 2029.

3. The Deferred Shares were awarded under the Deferred Share Plan.

Remarks:

	Adam J. Larkins POA for Alexander M. Cutler	05/18/2026
	** 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)