KeyCorp director Hayes acquires 1,557 deferred shares

The reported deferred-share amount includes approximately 498 dividend-equivalent shares accrued under the plan in September 2026.

Rhea-AI Filing Summary

KeyCorp director Robin Hayes acquired 1,557 deferred shares on September 30, 2026, under the Directors' Deferred Share Sub-Plan. Under the plan, deferred directors' fees convert into deferred shares that are the economic equivalent of common shares, with payment deferred until the earlier of January 1, 2030, or the participant's death.

After the acquisition, Hayes directly held 54,809 deferred shares and 35,519 common shares.

Insider Trade Summary

Grant/Award: 1,557 shares

Grant/Award 2 txns

Insider Hayes Robin

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares F1, F2, F3	1,557	$0.00	$0.00
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 54,809 contracts (Direct); Common Shares — 35,519 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, 2030, or the death of the participant.
3. F3. Includes approximately 498 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2026.

Key Figures

Deferred shares acquired: 1,557 shares Deferred shares held after acquisition: 54,809 shares Common shares held: 35,519 shares +2 more

5 metrics

Deferred shares acquired 1,557 shares September 30, 2026

Deferred shares held after acquisition 54,809 shares Direct holdings after the transaction

Common shares held 35,519 shares Direct holdings after the transaction

Dividend-equivalent deferred shares Approximately 498 shares Accrued under the plan in September 2026

Deferred-share payment date January 1, 2030 Payment is deferred until the earlier of this date or the participant's death

Key Terms

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

3 terms

Directors' Deferred Share Sub-Plan financial

"into the Directors' Deferred Share Sub-Plan"

dividend-equivalent deferred shares financial

"498 dividend-equivalent deferred shares accrued"

economic equivalent of common shares financial

"the economic equivalent of common shares"

FAQ

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

What transaction did Robin Hayes report at KEY?

Robin Hayes, a KeyCorp director, acquired 1,557 deferred shares on September 30, 2026, under the Directors' Deferred Share Sub-Plan. The plan converts deferred directors' fees into deferred shares that are the economic equivalent of common shares.

How many dividend-equivalent shares were included in Robin Hayes's KEY deferred-share position?

The deferred-share position includes approximately 498 dividend-equivalent deferred shares accrued under the plan in September 2026.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/02/2026 - 04:19 PM Accepted by SEC EDGAR 10/02/2026 - 04:19 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^*

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)
09/30/2026

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								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)	09/30/2026		A		1,557		(2)	(2)	Common Shares	1,557	$0	54,809(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, 2030, or the death of the participant.

3. Includes approximately 498 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2026.

Remarks:

	Adam J. Larkins POA for Robin N. Hayes	10/02/2026
	** 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)