KeyCorp (NYSE: KEY) director logs 738-share deferred stock conversion

Rhea-AI Filing Summary

KeyCorp director Robin Hayes reported a routine equity transaction. On January 24, 2026, Hayes converted 738 Deferred Shares into 738 Common Shares at a reported price of $0.00 per share under transaction code M (option or derivative exercise).

After the transaction, Hayes directly held 26,461 Common Shares and 59,495 Deferred Shares. Each Deferred Share is described as the economic equivalent of one Common Share, meaning it tracks the same value as the regular stock.

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 OH 44114

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	01/24/2026		M		738	A	(1)	26,461	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)	01/24/2026		M			738	01/24/2026	01/24/2026	Common Shares	738	(1)	59,495	D

Explanation of Responses:

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

Remarks:

	Adam J. Larkins POA for Robin N. Hayes	01/27/2026
	** 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.

FAQ

What insider transaction did KeyCorp (KEY) director Robin Hayes report?

Director Robin Hayes reported converting 738 Deferred Shares into 738 Common Shares at a stated price of $0.00 per share. The filing identifies this as transaction code M, typically used for derivative exercises, and classifies it as a direct ownership transaction.

How many KeyCorp (KEY) Common Shares does Robin Hayes own after this Form 4?

After the reported transaction, Robin Hayes directly holds 26,461 Common Shares of KeyCorp. This figure reflects the position following the conversion of 738 Deferred Shares into an equal number of Common Shares on January 24, 2026, as disclosed in the Form 4.

What are Deferred Shares in Robin Hayes’s KeyCorp (KEY) filing?

The filing states each Deferred Share is the economic equivalent of one Common Share. This means 59,495 Deferred Shares held by Robin Hayes track the same value as 59,495 Common Shares, though they are structured as derivative securities rather than regular stock.

What does transaction code M mean in the KeyCorp (KEY) Form 4?

Transaction code M in the Form 4 indicates an exercise or conversion of a derivative security. In this case, 738 Deferred Shares were converted into 738 Common Shares for Robin Hayes, with a reported price per share of $0.00 on January 24, 2026.

Is Robin Hayes’s KeyCorp (KEY) Form 4 transaction direct or indirect?

The Form 4 classifies Robin Hayes’s holdings in both Common Shares and Deferred Shares as direct ownership. The direct or indirect ownership field is marked "D," and there is no footnote indicating that another entity holds voting or investment authority over these securities.

How many Deferred Shares of KeyCorp (KEY) does Robin Hayes hold after the transaction?

Following the January 24, 2026 transaction, Robin Hayes beneficially owns 59,495 Deferred Shares. The filing explains that each Deferred Share is economically equivalent to one Common Share, so this position mirrors the value of the same number of regular KeyCorp shares.