KeyCorp (KEY) director granted 7,352 Deferred Shares in equity award

Rhea-AI Filing Summary

Snyder Barbara R reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Barbara R. Snyder reported a new compensation-related award of Deferred Shares. On May 14, 2026 she received 7,352 Deferred Shares, each economically equivalent to one Common Share, as a grant under KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan.

Under this Deferred Share Plan, she will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029. Following these transactions, she directly holds 168,668 Deferred Shares and 91,288 Common Shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Snyder Barbara R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	7,352	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 168,668 shares (Direct, null); Common Shares — 91,288 shares (Direct, null)

Footnotes (1)

1. Each Deferred Share is the economic equivalent of one Common Share. Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan"), the Participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029. The Deferred Shares were awarded under the Deferred Share Plan.

Key Figures

Deferred Shares granted: 7,352 Deferred Shares Deferred Shares after transaction: 168,668 Deferred Shares Common Shares after transaction: 91,288 Common Shares +2 more

5 metrics

Deferred Shares granted 7,352 Deferred Shares Grant on May 14, 2026 under Deferred Share Plan

Deferred Shares after transaction 168,668 Deferred Shares Total Deferred Shares directly held after grant

Common Shares after transaction 91,288 Common Shares Direct Common Share holdings after reported transactions

Deferred Share payout date May 14, 2029 Settlement date; half in Common Shares, half in cash

Deferred Share grant price $0.00 per Deferred Share Compensation award, not an open-market purchase

Key Terms

Deferred Shares, Amended and Restated Directors' Deferred Share Sub-Plan, KeyCorp 2026 Equity Compensation Plan, grant/award acquisition

4 terms

Deferred Shares financial

"Each Deferred Share is the economic equivalent of one Common Share."

Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.

Amended and Restated Directors' Deferred Share Sub-Plan financial

"Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan..."

KeyCorp 2026 Equity Compensation Plan financial

"...Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan")..."

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

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^*

Snyder Barbara R

(Last) (First) (Middle)

C/O KEYCORP

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)
05/14/2026

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								91,288	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)	05/14/2026		A		7,352		(2)	(2)	Common Shares	7,352	$0(3)	168,668	D

Explanation of Responses:

1. Each Deferred Share is the economic equivalent of one Common Share.

2. Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan"), the Participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029.

3. The Deferred Shares were awarded under the Deferred Share Plan.

Remarks:

	Adam J. Larkins POA for Barbara R. Snyder	05/18/2026
	** 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)

FAQ

What insider transaction did KeyCorp (KEY) director Barbara Snyder report?

Barbara Snyder reported receiving a grant of 7,352 Deferred Shares as compensation. These Deferred Shares are economically equivalent to Common Shares and increase her deferred equity position in KeyCorp under the company’s directors’ Deferred Share Plan.

How many Deferred Shares did Barbara Snyder acquire in this KeyCorp (KEY) filing?

She acquired 7,352 Deferred Shares on May 14, 2026. This award was granted at a stated price of $0.00 per share under KeyCorp’s Amended and Restated Directors’ Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan.

When will Barbara Snyder’s KeyCorp (KEY) Deferred Shares be paid out?

Under the Deferred Share Plan, payment of the Deferred Shares occurs on May 14, 2029. At that time, she will receive one-half of the award as Common Shares and the other half in cash, based on the plan’s terms.

What is the economic value of Deferred Shares in this KeyCorp (KEY) Form 4?

Each Deferred Share is described as the economic equivalent of one Common Share. This means the value of the Deferred Shares tracks KeyCorp’s Common Shares, aligning director compensation with shareholder value over time through deferred equity.

How many KeyCorp (KEY) shares does Barbara Snyder hold after this transaction?

After the reported transactions, she directly holds 91,288 Common Shares and 168,668 Deferred Shares. The Deferred Shares represent a deferred equity interest that will be settled partly in stock and partly in cash according to the plan’s schedule.

Is Barbara Snyder’s KeyCorp (KEY) transaction a market buy or sell?

No, the filing shows a compensation-related award coded as an “A” grant. The Deferred Shares were granted at a price of $0.00 per share, indicating they are part of director compensation rather than an open-market purchase or sale.