KeyCorp (KEY) director Robin Hayes adds common and deferred share units

Rhea-AI Filing Summary

KeyCorp director Robin N. Hayes reported equity award activity. On 01/01/2026, Hayes acquired 3,174 KeyCorp common shares through an option or deferred share conversion shown with transaction code "M," bringing direct beneficial ownership of common shares to 25,723.

In a related transaction, 1,453 deferred shares were credited as of 12/31/2025, each economically equivalent to one common share at a reference value of $20.64 per share. Following these transactions, Hayes beneficially owned 60,233 deferred shares, which include approximately 615 dividend-equivalent deferred shares accrued in December 2025. Under the Deferred Share Plan, payment of these deferred shares is postponed until the earlier of January 1, 2028, or the participant’s death.

Insider Trade Summary

3,174 shares exercised/converted

Mixed 3 txns

Insider Hayes Robin

Role Director

Type	Security	Shares	Price	Value
Exercise	Deferred Shares	3,174	$0.00	--
Exercise	Common Shares	3,174	$0.00	--
Grant/Award	Deferred Shares	1,453	$20.64	$30K

Holdings After Transaction: Deferred Shares — 60,233 shares (Direct); Common Shares — 25,723 shares (Direct)

Footnotes (1)

1. Each Deferred Share is the economic equivalent of one Common Share. 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 2019 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 January 1, 2028, or the death of the participant. Includes approximately 615 dividend-equivalent deferred shares accrued under the Deferred Share Plan in December 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^*

Hayes Robin

(Last) (First) (Middle)

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)
12/31/2025

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	01/01/2026		M		3,174	A	(1)	25,723	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	(2)	12/31/2025		A		1,453		(3)	(3)	Common Shares	1,453	$20.64	63,407(4)	D
Deferred Shares	(1)	01/01/2026		M			3,174	01/01/2026	01/01/2026	Common Shares	3,174	(1)	60,233	D

Explanation of Responses:

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

2. 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 2019 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

3. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2028, or the death of the participant.

4. Includes approximately 615 dividend-equivalent deferred shares accrued under the Deferred Share Plan in December 2025.

Remarks:

	Adam J. Larkins POA for Robin N. Hayes	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).
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 KeyCorp (KEY) disclose for Robin N. Hayes?

The disclosure shows that on 01/01/2026, Robin N. Hayes acquired 3,174 KeyCorp common shares via a transaction coded "M," increasing direct beneficial ownership of common shares to 25,723.

How many deferred shares does Robin N. Hayes hold at KeyCorp (KEY) after this Form 4?

After the reported transactions, Robin N. Hayes beneficially owned 60,233 deferred shares, which are economically equivalent to the same number of common shares.

What are deferred shares in the KeyCorp (KEY) Directors' Deferred Share Plan?

Deferred shares represent directors' fees that have been converted into share units under the Deferred Share Plan. Each deferred share is the economic equivalent of one KeyCorp common share, with payment deferred according to the plan’s terms.

When will Robin N. Hayes receive the deferred shares reported for KeyCorp (KEY)?

Under the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2028, or the death of the participant.

What is the reference value used for Robin N. Hayes’s new deferred shares at KeyCorp (KEY)?

The filing shows that 1,453 deferred shares were credited with an underlying common share amount of 1,453 at a value of $20.64 per share.

Do Robin N. Hayes’s deferred shares at KeyCorp (KEY) include dividend equivalents?

Yes. The beneficial ownership figure of 60,233 deferred shares includes approximately 615 dividend-equivalent deferred shares that accrued under the Deferred Share Plan in December 2025.