KeyCorp director granted 1,558 deferred shares

Rankin Devina A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Rankin Devina A reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Devina A. Rankin received 1,558 deferred shares as a grant of director fees under the company’s Deferred Share Plan. These deferred shares are economically equivalent to common shares but will not be paid out until the earlier of January 1, 2029, or her death.

Following this award, she holds 81,765 deferred shares and 13,430 common shares directly. The filing also notes that this deferred position includes approximately 861 dividend-equivalent deferred shares accrued in March 2026.

Insider Trade Summary

Grant/Award: 1,558 shares

Grant/Award 2 txns

Insider Rankin Devina A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	1,558	$20.05	$31K
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 81,765 contracts (Direct); Common Shares — 13,430 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2029, or the death of the participant.
3. F3. Includes approximately 861 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026.

Key Figures

Deferred share grant: 1,558 deferred shares Implied grant value: $20.05 per deferred share Deferred shares after grant: 81,765 deferred shares +2 more

5 metrics

Deferred share grant 1,558 deferred shares Director fee award on March 31, 2026

Implied grant value $20.05 per deferred share Reference price for 1,558 deferred shares

Deferred shares after grant 81,765 deferred shares Total deferred shares following transaction

Common shares holding 13,430 common shares Direct common share ownership after transaction

Dividend-equivalent deferred shares approximately 861 shares Accrued under Deferred Share Plan in March 2026

Key Terms

Deferred Share Plan, Amended and Restated Directors' Deferred Share Sub-Plan, Equity Compensation Plan, dividend-equivalent deferred shares

4 terms

Deferred Share Plan financial

"Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred"

A deferred share plan is a company program that promises employees or executives shares or the cash value of shares at a future date, often contingent on meeting performance goals or staying with the firm. Think of it like a bonus you earn now but receive later; investors watch these plans because they affect potential share dilution, reveal how management is being motivated, and signal whether pay incentives align with long‑term shareholder value.

Amended and Restated Directors' Deferred Share Sub-Plan financial

"Directors may elect to defer the payment of directors' fees into the Amended and Restated Directors' Deferred Share Sub-Plan"

Equity Compensation Plan financial

"Sub-Plan to the KeyCorp Amended and Restated 2019 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.

dividend-equivalent deferred shares financial

"Includes approximately 861 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did KeyCorp (KEY) director Devina A. Rankin report on this Form 4?

Devina A. Rankin reported receiving 1,558 deferred shares as a grant of director fees. These are awarded under KeyCorp’s Deferred Share Plan and are economically equivalent to common shares but paid at a later date instead of as current cash compensation.

How many deferred shares does Devina A. Rankin hold at KeyCorp (KEY) after this transaction?

After the grant, Devina A. Rankin holds 81,765 deferred shares. This total includes prior deferrals and dividend-equivalent shares under the Deferred Share Plan, providing a sizable deferred equity position linked to KeyCorp’s common share value over time.

When will Devina A. Rankin receive payment of her KeyCorp (KEY) deferred shares?

Payment of the deferred shares has been postponed until the earlier of January 1, 2029, or her death. Until that time, the position remains as deferred equity, with value tied to KeyCorp’s common shares rather than being paid out in cash immediately.

What is KeyCorp’s Deferred Share Plan mentioned in Devina A. Rankin’s Form 4?

KeyCorp’s Deferred Share Plan lets directors defer their fees into deferred shares instead of taking cash. These deferred shares are the economic equivalent of common shares, aligning director compensation with shareholder value over a longer timeframe rather than just current cash payments.

How many common shares of KeyCorp (KEY) does Devina A. Rankin directly own?

The Form 4 shows Devina A. Rankin directly owns 13,430 common shares. This direct holding is separate from her 81,765 deferred shares, giving her both current equity exposure and deferred equity tied to KeyCorp’s long-term share performance.

What are dividend-equivalent deferred shares in KeyCorp’s (KEY) Deferred Share Plan?

Dividend-equivalent deferred shares mirror dividends that would have been paid on deferred shares. In March 2026, approximately 861 such shares were accrued to Devina A. Rankin, increasing her deferred balance instead of paying cash dividends, and maintaining economic parity with common shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 05:53 PM Learn about SEC filing dates

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 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)
03/31/2026

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								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)	03/31/2026		A		1,558		(2)	(2)	Common Shares	1,558	$20.05	81,765(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, 2029, or the death of the participant.

3. Includes approximately 861 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026.

Remarks:

	Adam J. Larkins POA for Devina A. Rankin	04/02/2026
	** 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)