KeyCorp (NYSE: KEY) director Todd Vasos receives 1,843 deferred share award

Rhea-AI Filing Summary

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

KeyCorp director Todd J. Vasos reported routine equity compensation and holdings. He received a grant of 1,843 deferred shares that are the economic equivalent of common shares, issued at a price of $0.0000 per share as a grant or award.

After this grant, he holds 77,983 deferred shares and 35,255 common shares directly. Under the Deferred Share Plan, payment of the deferred shares is postponed until the earlier of July 1, 2028, or his death. The deferred share balance includes approximately 690 dividend-equivalent deferred shares accrued in June 2026.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider VASOS TODD J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	1,843	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 77,983 shares (Direct, null); Common Shares — 35,255 shares (Direct, null)

Footnotes (1)

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. 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. Includes approximately 690 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Key Figures

Deferred shares granted: 1,843 shares Deferred share grant price: $0.0000 per share Deferred shares after grant: 77,983 shares +3 more

6 metrics

Deferred shares granted 1,843 shares Grant/award acquisition on June 30, 2026

Deferred share grant price $0.0000 per share Grant of deferred shares to director

Deferred shares after grant 77,983 shares Total deferred shares following transaction

Common shares held 35,255 shares Common shares directly owned after transaction

Dividend-equivalent deferred shares Approximately 690 shares Accrued under Deferred Share Plan in June 2026

Deferred share payment date July 1, 2028 Payout is the earlier of this date or death

Key Terms

Directors' Deferred Share Sub-Plan, Deferred Share Plan, dividend-equivalent deferred shares, KeyCorp 2026 Equity Compensation Plan

4 terms

Directors' Deferred Share Sub-Plan financial

"Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2026 Equity Compensation 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 690 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026."

KeyCorp 2026 Equity Compensation Plan financial

"Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2026 Equity Compensation Plan"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 09:46 PM Accepted by SEC EDGAR 07/02/2026 - 09:46 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^*

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)
06/30/2026

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								35,255	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)	06/30/2026		A		1,843		(2)	(2)	Common Shares	1,843	$0	77,983(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 July 1, 2028, or the death of the participant.

3. Includes approximately 690 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Remarks:

	Adam J. Larkins POA for Todd J. Vasos	07/02/2026
	** 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)

FAQ

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

Todd J. Vasos reported receiving 1,843 deferred shares as a grant under a deferred share plan. These deferred shares are economically equivalent to common shares and represent routine director compensation rather than an open-market purchase or sale of KeyCorp stock.

How many KeyCorp deferred shares does Todd J. Vasos hold after this Form 4?

Following the grant, Todd J. Vasos holds 77,983 deferred shares. These include prior deferrals plus new awards and approximately 690 dividend-equivalent deferred shares accrued in June 2026, all subject to payout rules under the Deferred Share Plan.

How many KeyCorp common shares does Todd J. Vasos directly own after the filing?

After the reported transactions, Todd J. Vasos directly owns 35,255 common shares of KeyCorp. This figure comes from the holding entry showing total shares following the transaction, separate from his deferred share holdings under the compensation plan.

What is the payment timing for Todd J. Vasos’s KeyCorp deferred shares?

Payment of Todd J. Vasos’s deferred shares is deferred until the earlier of July 1, 2028, or his death. Until then, the deferred shares remain as bookkeeping entries that are economically equivalent to common shares but are not yet delivered.

What are dividend-equivalent deferred shares mentioned in Todd J. Vasos’s KeyCorp filing?

Dividend-equivalent deferred shares mirror dividends on common stock by crediting additional deferred shares instead of cash. The filing notes that Vasos’s balance includes approximately 690 such dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Is Todd J. Vasos’s Form 4 for KeyCorp an open-market stock purchase or sale?

No, the Form 4 reflects a grant of 1,843 deferred shares as director compensation and a holdings line, not an open-market trade. The transaction code “A” indicates a grant, award, or other acquisition rather than a discretionary buy or sell in the market.