KeyCorp (KEY) director Barbara Snyder settles deferred shares and disposes 9,059 shares

Rhea-AI Filing Summary

KeyCorp director Barbara R. Snyder exercised and settled deferred share units and reduced her direct shareholdings through an internal transaction with the company. She exercised derivative rights tied to 18,118 Deferred Shares, receiving an equal number of Common Shares at a stated price of $0.0000 per share.

On the same date, 9,059 of her Deferred Shares were settled for cash based on the average closing price of KeyCorp Common Shares over the prior 30 trading days, while 9,058 Deferred Shares were settled into an equal number of Common Shares. A related disposition to the issuer covered 9,059 Common Shares at $21.41 per share, leaving her with 91,288 Common Shares held directly after these transactions.

Insider Trade Summary

18,118 shares exercised/converted

Mixed 3 txns

Insider Snyder Barbara R

Role null

Type	Security	Shares	Price	Value
Exercise	Deferred Shares	18,118	$0.00	--
Exercise	Common Shares	18,118	$0.00	--
Disposition	Common Shares	9,059	$21.41	$194K

Holdings After Transaction: Deferred Shares — 161,316 shares (Direct, null); Common Shares — 100,347 shares (Direct, null)

Footnotes (1)

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Key Figures

Disposition to issuer: 9,059 shares at $21.41 Derivative exercise: 18,118 shares Deferred Shares exercised: 18,118 Deferred Shares +5 more

8 metrics

Disposition to issuer 9,059 shares at $21.41 Common Shares disposed to issuer on May 11, 2026

Derivative exercise 18,118 shares Common Shares from exercise or conversion of derivative-linked Deferred Shares

Deferred Shares exercised 18,118 Deferred Shares Derivative securities exercised or converted on May 11, 2026

Cash-settled Deferred Shares 9,059 Deferred Shares Settled for cash using 30-day average closing price formula

Share-settled Deferred Shares 9,058 Deferred Shares Settled into an equal number of Common Shares

Post-transaction holdings 91,288 Common Shares Direct ownership after disposition to issuer

Post-exercise non-derivative total 100,347 Common Shares Direct holdings immediately following exercise transaction

Post-exercise derivative total 161,316 Deferred Shares Shown before settlement of Deferred Shares

Key Terms

Deferred Shares, Disposition to issuer, Exercise or conversion of derivative security, average of the closing price

4 terms

Deferred Shares financial

"Each Deferred Share was the economic equivalent of one KeyCorp 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.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

average of the closing price financial

"settled for cash based upon the average of the closing price of KeyCorp Common Shares"

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^*

Snyder Barbara R

(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)
05/11/2026

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	05/11/2026		M		18,118	A	(1)	100,347	D
Common Shares	05/11/2026		D		9,059	D	$21.41	91,288	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)	05/11/2026		M			18,118	(1)	(1)	Common Shares	18,118	(1)	161,316	D

Explanation of Responses:

1. Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 11, 2026, 9,059 of the Reporting Person's Deferred Shares were settled for cash based upon the average of the closing price of KeyCorp Common Shares over the 30 trading days immediately prior to (and including if such date is a trading day) the payment date, and the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

Remarks:

	Adam J. Larkins POA for Barbara R. Snyder	05/13/2026
	** 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 did KeyCorp (KEY) director Barbara Snyder report in this Form 4?

Barbara R. Snyder reported exercising derivative rights linked to 18,118 Deferred Shares into Common Shares and a related disposition of 9,059 Common Shares back to KeyCorp, combining cash settlement and share settlement of her Deferred Shares on May 11, 2026.

How many KeyCorp (KEY) shares did Barbara Snyder dispose of to the issuer?

Barbara Snyder disposed of 9,059 KeyCorp Common Shares to the issuer at a reported price of $21.41 per share. This transaction is coded as a disposition to the issuer, reflecting an internal transfer rather than an open‑market sale to third parties.

How many KeyCorp (KEY) shares did Barbara Snyder acquire through exercises?

Snyder acquired rights to 18,118 Common Shares through exercise or conversion of derivative securities tied to Deferred Shares. Each Deferred Share was economically equivalent to one Common Share, and the exercise transactions were recorded at a stated price of $0.0000 per share.

What happened to Barbara Snyder’s Deferred Shares in this KeyCorp (KEY) filing?

Each Deferred Share equaled one Common Share economically. On May 11, 2026, 9,059 Deferred Shares were settled for cash based on a 30‑day average price, while the remaining 9,058 Deferred Shares were settled into an equal number of KeyCorp Common Shares.

What are Barbara Snyder’s direct KeyCorp (KEY) holdings after these transactions?

Following the disposition of 9,059 Common Shares to the issuer, Barbara Snyder directly holds 91,288 KeyCorp Common Shares. The filing shows no remaining derivative position in Deferred Shares after the exercise and settlement transactions recorded on May 11, 2026.

Was this KeyCorp (KEY) Form 4 an open‑market sale by Barbara Snyder?

The Form 4 shows a transaction coded as a “Disposition to issuer,” not an open‑market sale. Shares were transferred back to KeyCorp and some Deferred Shares were settled for cash using an average closing price formula over 30 trading days.