Somesh Khanna of KeyCorp (NYSE: KEY) awarded 7,352 deferred shares

Rhea-AI Filing Summary

Khanna Somesh reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Somesh Khanna received an award of 7,352 Deferred Shares, each economically equivalent to one Common Share. The grant was made under KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan. Khanna will receive payment of these Deferred Shares on May 14, 2029, with one-half delivered as Common Shares and one-half in cash. The reported Deferred Share balance of 16,551 units includes approximately 401 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026, and Khanna also directly holds 100 Common Shares after the reported transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Khanna Somesh

Role null

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

Holdings After Transaction: Deferred Shares — 16,551 shares (Direct, null); Common Shares — 100 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. Includes approximately 401 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026.

Key Figures

Deferred Shares granted: 7,352 Deferred Shares Deferred Shares after award: 16,551 Deferred Shares Common Shares held: 100 Common Shares +2 more

5 metrics

Deferred Shares granted 7,352 Deferred Shares Grant/award acquisition on May 14, 2026

Deferred Shares after award 16,551 Deferred Shares Total Deferred Share holdings following transaction

Common Shares held 100 Common Shares Direct holdings after reported transactions

Dividend-equivalent units approximately 401 Deferred Shares Dividend-equivalent Deferred Shares accrued between June 2025 and March 2026

Deferred Share settlement date May 14, 2029 One-half payable in Common Shares, one-half in cash

Key Terms

Deferred Shares, dividend-equivalent Deferred Shares, Equity Compensation Plan, Directors' Deferred Share Sub-Plan

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.

dividend-equivalent Deferred Shares financial

"Includes approximately 401 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026."

Equity Compensation Plan financial

"Amended and Restated 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.

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."

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^*

Khanna Somesh

(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								100	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)	16,551(4)	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.

4. Includes approximately 401 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026.

Remarks:

	Adam J. Larkins POA for Somesh Khanna	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 did KeyCorp (KEY) director Somesh Khanna report in this Form 4?

Somesh Khanna reported an award of 7,352 Deferred Shares tied to KeyCorp stock. These are compensation-related units granted under a directors’ deferred share plan, not an open-market stock purchase or sale, and are economically equivalent to Common Shares.

How many Deferred Shares does Somesh Khanna now hold at KeyCorp (KEY)?

After the reported award, Somesh Khanna holds 16,551 Deferred Shares. This total includes the newly granted 7,352 units and approximately 401 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026, all linked economically to KeyCorp Common Shares.

When will Somesh Khanna receive payment for the KeyCorp (KEY) Deferred Shares?

Khanna will receive payment of the Deferred Shares on May 14, 2029. Under the plan terms, one-half of the units will be settled in KeyCorp Common Shares and the remaining half will be paid in cash on that date.

Are the KeyCorp (KEY) Deferred Shares economically equivalent to Common Shares?

Each Deferred Share is described as the economic equivalent of one KeyCorp Common Share. This means the value of the Deferred Shares is tied to the value of Common Shares, even though settlement occurs later and partly in cash.

Does this KeyCorp (KEY) Form 4 show any stock being sold on the market?

The Form 4 shows a grant of 7,352 Deferred Shares as compensation and updated holdings, but no open-market sales. The transactions are recorded as awards under a deferred share plan rather than discretionary buying or selling of Common Shares.

How many KeyCorp (KEY) Common Shares does Somesh Khanna hold directly after this filing?

Following the reported transactions, Somesh Khanna directly holds 100 Common Shares of KeyCorp. This is separate from the 16,551 Deferred Shares, which are compensation units economically linked to future delivery of value.