KEY Form 4: Vasos Acquires 1,738 Deferred Shares; 35,255 Sold

Rhea-AI Filing Summary

Todd J. Vasos, a director of KeyCorp (KEY), reported transactions dated 09/30/2025. The filing shows a disposition of 35,255 common shares (non-derivative) and the acquisition of 1,738 deferred shares under the KeyCorp Deferred Share Plan converted from deferred director fees at an effective price of $18.69 per share. The report states that approximately 658 dividend-equivalent deferred shares were included in September 2025. Payment of deferred shares is scheduled for the earlier of January 1, 2027 or the participant's death. The Form 4 was signed by a POA, Adam J. Larkins, on 10/02/2025.

Positive

• 1,738 deferred shares were recorded from deferred director fees under the Deferred Share Plan
• ~658 dividend-equivalent deferred shares were accrued in September 2025

Negative

• 35,255 common shares disposed by director Todd J. Vasos on 09/30/2025

Insights

Insider Transactions Analyst

Director Vasos reported a large share sale and a smaller deferred-fee conversion on 09/30/2025.

The filing documents a disposition of 35,255 common shares and a simultaneous accrual/acquisition of 1,738 deferred shares under the company's Deferred Share Plan. The deferred shares include ~658 dividend-equivalent units added in September 2025.

This is a record of ownership change; it shows a meaningful cash/ownership movement through a sale while director compensation continues to be deferred into equity to be paid by Jan 1, 2027.

Corporate Governance Specialist

Transaction shows use of the Deferred Share Plan and deferred payment timing through 2026-end.

The filing explicitly states directors may elect to defer fees into the Amended and Restated Directors' Deferred Share Sub-Plan, converting fees into deferred shares payable the earlier of January 1, 2027 or death.

The report was filed as a single-person Form 4 and executed by a POA on 10/02/2025, consistent with routine director reporting procedures.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider VASOS TODD J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	1,738	$18.69	$32K
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 62,882 shares (Direct); Common Shares — 35,255 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, 2027, or the death of the participant. Includes approximately 658 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 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).

1. Name and Address of Reporting Person^*

VASOS TODD J

(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)
09/30/2025

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								35,255	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)	09/30/2025		A		1,738		(2)	(2)	Common Shares	1,738	$18.69	62,882(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, 2027, or the death of the participant.

3. Includes approximately 658 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2025.

Remarks:

	Adam J. Larkins POA for Todd J. Vasos	10/02/2025
	** 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 did Todd J. Vasos report on the KEY Form 4?

He reported a disposition of 35,255 common shares and the acquisition of 1,738 deferred shares on 09/30/2025.

How many dividend-equivalent deferred shares were included in the filing?

The filing states approximately 658 dividend-equivalent deferred shares were accrued in September 2025.

When will the deferred shares be paid out under the Deferred Share Plan?

Payment of deferred shares is deferred until the earlier of January 1, 2027 or the participant's death.

Who signed the Form 4 for Todd J. Vasos and when?

The Form 4 was signed by POA Adam J. Larkins on 10/02/2025.

What was the price associated with the deferred shares?

The deferred share line lists a price of $18.69 per share for the underlying common shares.