KeyCorp (NYSE: KEY) director granted 7,352 Deferred Shares as compensation

Rhea-AI Filing Summary

Hayes Robin reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Robin Hayes received an award of 7,352 Deferred Shares, each economically equivalent to one Common Share. Under KeyCorp’s Deferred Share Plan, Hayes will receive these Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029. Following this grant, Hayes holds 35,519 Common Shares directly and 50,933 Deferred Shares tied to Common Shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hayes Robin

Role null

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

Holdings After Transaction: Deferred Shares — 50,933 shares (Direct, null); Common Shares — 35,519 shares (Direct, null)

Footnotes (1)

1. Each Deferred Share is the economic equivalent of one Common Share. 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"), the Participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029. The Deferred Shares were awarded under the Deferred Share Plan.

Key Figures

Deferred Shares granted: 7,352 shares Common Shares held after: 35,519 shares Deferred Shares held after: 50,933 shares +3 more

6 metrics

Deferred Shares granted 7,352 shares Grant of Deferred Shares equivalent to Common Shares

Common Shares held after 35,519 shares Direct Common Share holdings following transactions

Deferred Shares held after 50,933 shares Total Deferred Shares position after grant

Settlement date May 14, 2029 Deferred Shares paid half in stock, half in cash

Deferred Share price $0.0000 per unit Compensation grant, not a market transaction

Underlying Common Shares 7,352 shares Common Shares underlying the Deferred Shares grant

Key Terms

Deferred Shares, Amended and Restated Directors' Deferred Share Sub-Plan, KeyCorp 2026 Equity Compensation Plan

3 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.

Amended and Restated 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"

KeyCorp 2026 Equity Compensation Plan financial

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

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 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								35,519	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)	50,933	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"), the Participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029.

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

Remarks:

	Adam J. Larkins POA for Robin N. Hayes	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)

FAQ

What insider transaction did KeyCorp (KEY) director Robin Hayes report?

Robin Hayes reported a grant of 7,352 Deferred Shares in KeyCorp. These Deferred Shares are equivalent to Common Shares and represent compensation, not an open-market purchase or sale, under the company’s Directors’ Deferred Share Sub-Plan.

How many KeyCorp shares does Robin Hayes hold after this Form 4 filing?

After the reported transactions, Robin Hayes holds 35,519 Common Shares directly and 50,933 Deferred Shares. The Deferred Shares track the value of Common Shares and are scheduled for future settlement in a mix of stock and cash.

What are Deferred Shares in the KeyCorp (KEY) director plan?

KeyCorp’s Deferred Shares are compensation units, each economically equivalent to one Common Share. Under the Directors’ Deferred Share Plan, these units defer value to a future date, when they are settled partly in Common Shares and partly in cash.

When will Robin Hayes receive payment for the 7,352 KeyCorp Deferred Shares?

Robin Hayes will receive payment for the 7,352 Deferred Shares on May 14, 2029. On that date, KeyCorp will settle the award one-half as Common Shares and one-half in cash, according to the Deferred Share Plan terms.

Is Robin Hayes’ KeyCorp Form 4 transaction a market buy or sell of shares?

No, the filing shows a grant of Deferred Shares as compensation, not a market buy or sell. The award is recorded at a transaction price of $0.0000 per unit under KeyCorp’s Amended and Restated Directors’ Deferred Share Sub-Plan.