KeyCorp (KEY) director adds 1,453 deferred shares, total 79,346 units

Rhea-AI Filing Summary

KeyCorp director Devina A. Rankin reported a fee deferral transaction involving deferred share units tied to KeyCorp common shares. On 12/31/2025, Rankin acquired 1,453 deferred shares under the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2019 Equity Compensation Plan at a conversion price of $20.64 per underlying common share. These deferred shares are described as the economic equivalent of common shares, with payment deferred until the earlier of January 1, 2031, or the director’s death. Following this transaction, Rankin beneficially owned 79,346 derivative deferred shares, which includes approximately 773 dividend-equivalent deferred shares accrued in December 2025, and 13,430 common shares held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rankin Devina A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	1,453	$20.64	$30K
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 79,346 shares (Direct); Common Shares — 13,430 shares (Direct)

Footnotes (1)

1. 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, 2031, or the death of the participant. Includes approximately 773 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^*

Rankin Devina A

(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								13,430	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)	12/31/2025		A		1,453		(2)	(2)	Common Shares	1,453	$20.64	79,346(3)	D

Explanation of Responses:

1. 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.

2. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2031, or the death of the participant.

3. Includes approximately 773 dividend-equivalent deferred shares accrued under the Deferred Share Plan in December 2025.

Remarks:

	Adam J. Larkins POA for Devina A. Rankin	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) report for director Devina A. Rankin?

KeyCorp reported that director Devina A. Rankin acquired 1,453 deferred shares on 12/31/2025 by electing to defer directors' fees into the company’s Deferred Share Plan.

What is the economic nature of the deferred shares reported by KeyCorp (KEY)?

The filing states that the deferred shares are the economic equivalent of common shares, meaning their value is tied to KeyCorp common stock, even though payment is deferred.

When will the deferred shares for the KeyCorp (KEY) director be paid out?

Under the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2031, or the death of the participant.

How many derivative deferred shares does the KeyCorp (KEY) director hold after this transaction?

After the reported transaction, the director beneficially owned 79,346 derivative deferred shares, including approximately 773 dividend-equivalent deferred shares accrued in December 2025.

How many KeyCorp (KEY) common shares does the director hold directly?

The Form 4 indicates that the director directly held 13,430 common shares of KeyCorp following the reported transaction.

What KeyCorp (KEY) plan governs the director’s deferred shares?

The deferred shares are held under the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2019 Equity Compensation Plan, referred to as the Deferred Share Plan.