KeyCorp (NYSE: KEY) director granted 1,355 deferred shares as compensation

Rhea-AI Filing Summary

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

KeyCorp director Devina A. Rankin reported a compensation-related grant of deferred shares rather than an open-market trade. On the transaction date, she received 1,355 deferred shares under KeyCorp’s 2026 Equity Compensation Plan, bringing her total deferred share balance to 91,287. These deferred shares are the economic equivalent of common shares but are paid out only later, with payment deferred until the earlier of January 1, 2029 or her death. She also holds 13,430 common shares directly, and the deferred balance includes approximately 815 dividend-equivalent deferred shares accrued in June 2026.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rankin Devina A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	1,355	$0.00	$0.00
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 91,287 shares (Direct); Common Shares — 13,430 shares (Direct)

Footnotes (3)

1. F1. Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2026 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 815 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Key Figures

Deferred share grant: 1,355 deferred shares Deferred shares after grant: 91,287 deferred shares Common shares held: 13,430 common shares +2 more

5 metrics

Deferred share grant 1,355 deferred shares Grant/award acquisition on June 30, 2026

Deferred shares after grant 91,287 deferred shares Total deferred balance following transaction

Common shares held 13,430 common shares Directly held after reported transactions

Dividend-equivalent deferred shares approximately 815 shares Accrued under Deferred Share Plan in June 2026

Deferred share payout date January 1, 2029 Earlier of this date or participant’s death

Key Terms

Directors' Deferred Share Sub-Plan, Deferred Share Plan, economic equivalent of common shares, dividend-equivalent deferred shares

4 terms

Directors' Deferred Share Sub-Plan financial

"Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2026 Equity Compensation Plan"

Deferred Share Plan financial

"The deferred fees are converted into deferred shares, which are the economic equivalent of common shares."

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.

economic equivalent of common shares financial

"The deferred fees are converted into deferred shares, which are the economic equivalent of common shares."

dividend-equivalent deferred shares financial

"Includes approximately 815 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026."

FAQ

What did Devina A. Rankin report in this KEY Form 4 filing?

Devina A. Rankin reported receiving 1,355 deferred shares as director compensation. These are granted under KeyCorp’s 2026 Equity Compensation Plan and represent fees she elected to defer, rather than an open-market stock purchase or sale.

Are the deferred shares in KEY common stock equivalent for Devina Rankin?

Yes, the deferred shares are described as the economic equivalent of KeyCorp common shares. They track the value of common shares, giving Rankin similar economic exposure while payout is postponed under the Deferred Share Plan.

When will Devina Rankin’s deferred shares in KEY be paid out?

Payment of the deferred shares has been postponed until the earlier of January 1, 2029, or Rankin’s death. Until then, the award remains as deferred share units under the Directors’ Deferred Share Sub-Plan.

How many KEY deferred shares does Devina Rankin hold after this transaction?

After the transaction, Rankin holds 91,287 deferred shares. This total includes the newly granted 1,355 deferred shares and approximately 815 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Did Devina Rankin buy or sell KEY shares on the market in this Form 4?

No open-market purchases or sales were reported. The filing shows a grant of 1,355 deferred shares as compensation and a holding entry for 13,430 directly held common shares, without any reported market trades.

How many KEY common shares does Devina Rankin own directly after this filing?

Following the reported transactions, Rankin directly holds 13,430 common shares. This position is separate from her 91,287 deferred shares, which are compensation units that mirror the value of KeyCorp’s common stock.

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Available on EDGAR 07/02/2026 - 09:46 PM Accepted by SEC EDGAR 07/02/2026 - 09:45 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)
06/30/2026

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)	06/30/2026		A		1,355		(2)	(2)	Common Shares	1,355	$0	91,287(3)	D

Explanation of Responses:

1. Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2026 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 815 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Remarks:

	Adam J. Larkins POA for Devina A. Rankin	07/02/2026
	** 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.
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* Form 4: SEC 1474 (03-26)