KeyCorp director settles deferred share awards

KeyCorp director Robin Hayes exercised and settled deferred share awards on May 11, 2026.

Accepted by SEC EDGAR 05/13/2026 - 04:21 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

KeyCorp director Robin Hayes exercised and settled deferred share awards on May 11, 2026. Hayes exercised 18,118 Deferred Shares that were economically equivalent to the same number of Common Shares. Of these, 9,059 Deferred Shares were settled for cash based on a 30‑day average closing price, and 9,058 Deferred Shares were settled in an equal number of Common Shares. Following the cash settlement transaction, Hayes held 35,519 Common Shares directly.

Insider Trade Summary

18,118 shares exercised/converted

Exercise 3 txns

Insider Hayes Robin

Role Director

Type	Security	Shares	Price	Value
Exercise	Deferred Shares	18,118	$0.00	$0.00
Exercise	Common Shares	18,118	$0.00	$0.00
Disposition	Common Shares	9,059	$21.41	$194K

Holdings After Transaction: Deferred Shares — 43,581 shares (Direct); Common Shares — 35,519 shares (Direct)

Holdings Before and After: Deferred Shares, 61,699 to 43,581 shares (Direct)

Footnotes (2)

1. F1. Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 11, 2026, 9,059 of the Reporting Person's Deferred Shares were settled for cash based upon the average of the closing price of KeyCorp Common Shares over the 30 trading days immediately prior to (and including if such date is a trading day) the payment date, and the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares.
2. F2. Includes approximately 645 dividend-equivalent Deferred Shares accrued in March 2026.

Key Figures

Deferred Shares exercised: 18,118 Deferred Shares Deferred Shares settled for cash: 9,059 Deferred Shares Deferred Shares settled in stock: 9,058 Deferred Shares +3 more

6 metrics

Deferred Shares exercised 18,118 Deferred Shares Exercised and settled on May 11, 2026

Deferred Shares settled for cash 9,059 Deferred Shares Cash settlement based on 30-day average closing price

Deferred Shares settled in stock 9,058 Deferred Shares Converted into 9,058 KeyCorp Common Shares

Disposition price per share $21.41 per share Applied to 9,059 Common Shares reported as disposition to issuer

Shares held after disposition 35,519 Common Shares Direct ownership following disposition transaction

Dividend-equivalent Deferred Shares Approximately 645 Deferred Shares Accrued in March 2026

Key Terms

Deferred Shares, Disposition to issuer, Exercise or conversion of derivative security, dividend-equivalent Deferred Shares, +1 more

5 terms

Deferred Shares financial

"Each Deferred Share was the economic equivalent of one KeyCorp 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.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

dividend-equivalent Deferred Shares financial

"Includes approximately 645 dividend-equivalent Deferred Shares accrued in March 2026."

Common Shares financial

"the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares."

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

FAQ

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

What insider transactions did Robin Hayes report at KeyCorp (KEY)?

Robin Hayes reported exercising 18,118 Deferred Shares and settling them on May 11, 2026. 9,059 Deferred Shares were settled for cash, and 9,058 Deferred Shares converted into the same number of KeyCorp Common Shares as part of this compensation-related event.

How many KeyCorp Deferred Shares were exercised by Robin Hayes?

Robin Hayes exercised 18,118 Deferred Shares that were economically equivalent to 18,118 KeyCorp Common Shares. These Deferred Shares represented previously awarded compensation, not an open-market stock purchase, and were settled partly in cash and partly in Common Shares on May 11, 2026.

How were Robin Hayes’s KeyCorp Deferred Shares settled?

Of the 18,118 Deferred Shares, 9,059 were settled for cash using an average of the closing price over 30 trading days. The remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares, reflecting a mix of cash and stock settlement.

What does the disposition of 9,059 KeyCorp Common Shares represent?

The disposition of 9,059 KeyCorp Common Shares at $21.41 per share reflects settlement of 9,059 Deferred Shares for cash. This is reported as a disposition to the issuer rather than an open-market sale, and it forms part of the overall deferred compensation settlement.

How many KeyCorp Common Shares did Robin Hayes hold after these transactions?

After the reported disposition transaction, Robin Hayes held 35,519 KeyCorp Common Shares directly. This figure reflects the direct ownership position following the cash settlement of 9,059 shares and is disclosed as the post-transaction total in the non-derivative disposition entry.

What are dividend-equivalent Deferred Shares mentioned in the KeyCorp filing?

Dividend-equivalent Deferred Shares are additional Deferred Shares credited in lieu of cash dividends. The filing notes that Hayes’s Deferred Share balance includes approximately 645 dividend-equivalent Deferred Shares accrued in March 2026, increasing the number of Deferred Shares tied to prior dividend activity.

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^*

Hayes Robin

(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)
05/11/2026

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	05/11/2026		M		18,118	A	(1)	44,579	D
Common Shares	05/11/2026		D		9,059	D	$21.41	35,519	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)	05/11/2026		M			18,118	(1)	(1)	Common Shares	18,118	(1)	43,581(2)	D

Explanation of Responses:

1. Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 11, 2026, 9,059 of the Reporting Person's Deferred Shares were settled for cash based upon the average of the closing price of KeyCorp Common Shares over the 30 trading days immediately prior to (and including if such date is a trading day) the payment date, and the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

2. Includes approximately 645 dividend-equivalent Deferred Shares accrued in March 2026.

Remarks:

	Adam J. Larkins POA for Robin N. Hayes	05/13/2026
	** 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)