KeyCorp director granted 2,306 deferred shares

VASOS TODD J reported acquisition or exercise transactions in this Form 4 filing.

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

Rhea-AI Filing Summary

VASOS TODD J reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Todd J. Vasos received 2,306 deferred shares on March 31, 2026 as a grant under the company’s Directors’ Deferred Share Plan. These deferred shares are the economic equivalent of common shares and arise from electing to defer directors’ fees into the plan.

Payment of the deferred shares has been postponed until the earlier of July 1, 2028, or Vasos’s death, in line with plan terms. After this award, he holds 68,098 deferred shares, which include approximately 706 dividend‑equivalent deferred shares accrued in March 2026, and 35,255 common shares held directly.

Insider Trade Summary

Grant/Award: 2,306 shares

Grant/Award 1 txn

Insider VASOS TODD J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	2,306	$20.05	$46K
Holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 68,098 contracts (Direct); Common Shares — 35,255 shares (Direct)

Holdings Before and After: Deferred Shares, 65,792 to 68,098 contracts (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 July 1, 2028, or the death of the participant.
3. F3. Includes approximately 706 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026.

Key Figures

Deferred share grant: 2,306 deferred shares Grant reference price: $20.05 per share Deferred shares after grant: 68,098 deferred shares +3 more

6 metrics

Deferred share grant 2,306 deferred shares Grant on March 31, 2026 under Deferred Share Plan

Grant reference price $20.05 per share Price per deferred share for the 2,306-share award

Deferred shares after grant 68,098 deferred shares Total deferred shares following March 31, 2026 transaction

Common shares held 35,255 common shares Direct KeyCorp common share holdings after reported transactions

Dividend-equivalent deferred shares Approximately 706 shares Dividend-equivalent deferred shares accrued in March 2026

Deferred payment date July 1, 2028 Earliest scheduled payment date for deferred shares

Key Terms

Directors' Deferred Share Sub-Plan, Deferred Share Plan, dividend-equivalent deferred shares, equity compensation

4 terms

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"

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.

dividend-equivalent deferred shares financial

"Includes approximately 706 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026."

equity compensation financial

"Amended and Restated 2019 Equity Compensation Plan (the "Deferred Share Plan")."

Equity compensation is pay given to employees, executives or contractors in the form of company ownership—such as stock, stock options or restricted shares—rather than just cash. It matters to investors because it can align workers' incentives with shareholders (like paying someone in slices of the same pie they help grow), but it also increases the number of shares outstanding and company expenses, affecting ownership percentages and earnings per share.

FAQ

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

What insider transaction did Todd J. Vasos report at KEY?

Todd J. Vasos reported receiving 2,306 deferred shares of KeyCorp on March 31, 2026. The award reflects his election to defer directors’ fees into the Deferred Share Plan, rather than an open-market stock purchase or sale.

How many deferred shares of KEY does Todd J. Vasos now hold?

After the March 31, 2026 grant, Todd J. Vasos holds 68,098 deferred shares of KeyCorp. This total includes approximately 706 dividend-equivalent deferred shares that accrued under the Deferred Share Plan during March 2026.

When will Todd J. Vasos receive payment of his deferred KeyCorp shares?

Payment of Todd J. Vasos’s deferred KeyCorp shares has been deferred until the earlier of July 1, 2028, or his death. This timing is set by the terms of the Amended and Restated Directors’ Deferred Share Plan.

What are deferred shares under KeyCorp’s Directors’ Deferred Share Plan?

Under KeyCorp’s plan, directors may elect to defer their fees, which are converted into deferred shares. These deferred shares are described as the economic equivalent of common shares, giving directors similar financial exposure without immediate share delivery.

How many KeyCorp common shares does Todd J. Vasos hold directly?

Following the reported transactions, Todd J. Vasos directly holds 35,255 KeyCorp common shares. This position is reported separately from his 68,098 deferred shares under the Directors’ Deferred Share Plan.

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

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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^*

VASOS TODD J

(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								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)	03/31/2026		A		2,306		(2)	(2)	Common Shares	2,306	$20.05	68,098(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 July 1, 2028, or the death of the participant.

3. Includes approximately 706 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026.

Remarks:

	Adam J. Larkins POA for Todd J. Vasos	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)