KeyCorp (NYSE: KEY) director receives 7,352 Deferred Share award

Rhea-AI Filing Summary

Allard Jacqui reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Jacqui Allard received a grant of 7,352 Deferred Shares, each economically equivalent to one Common Share. Under KeyCorp’s Directors’ Deferred Share Sub-Plan of the 2026 Equity Compensation Plan, these Deferred Shares will be paid half in Common Shares and half in cash on May 14, 2029. Following this award, Allard holds 16,551 Deferred Shares and 180 Common Shares directly, reflecting routine equity-based director compensation rather than an open-market trade.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Allard Jacqui

Role null

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

Holdings After Transaction: Deferred Shares — 16,551 shares (Direct, null); Common Shares — 180 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. Includes approximately 401 dividend-equivalent deferred shares accrued under the Deferred Share Plan between June 2025 and March 2026.

Key Figures

Deferred Share grant: 7,352 Deferred Shares Deferred Shares after award: 16,551 Deferred Shares Common Shares held: 180 Common Shares +3 more

6 metrics

Deferred Share grant 7,352 Deferred Shares Grant/award acquisition on May 14, 2026

Deferred Shares after award 16,551 Deferred Shares Total deferred holdings following transaction

Common Shares held 180 Common Shares Direct ownership following transaction

Underlying Common Shares 7,352 Common Shares Underlying security for the Deferred Shares

Payout date May 14, 2029 Deferred Shares paid half in stock, half in cash

Dividend-equivalent deferred shares Approximately 401 shares Accrued between June 2025 and March 2026

Key Terms

Deferred Shares, Directors' Deferred Share Sub-Plan, KeyCorp 2026 Equity Compensation Plan, dividend-equivalent deferred shares, +1 more

5 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.

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

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

dividend-equivalent deferred shares financial

"Includes approximately 401 dividend-equivalent deferred shares accrued under the Deferred Share Plan"

Deferred Share Plan financial

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

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.

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^*

Allard Jacqui

(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)
05/14/2026

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								180	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)	16,551(4)	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.

4. Includes approximately 401 dividend-equivalent deferred shares accrued under the Deferred Share Plan between June 2025 and March 2026.

Remarks:

	Adam J. Larkins POA for Jacqueline L. Allard	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 did Jacqui Allard report in this Form 4 for KEY?

Jacqui Allard reported receiving a grant of 7,352 Deferred Shares of KeyCorp. These are compensation-related awards economically equivalent to Common Shares, not an open-market stock purchase or sale, and increase her deferred equity position with the company.

How many KeyCorp deferred shares does Jacqui Allard hold after this grant?

After the grant, Jacqui Allard holds 16,551 Deferred Shares at KeyCorp. This total includes the newly awarded 7,352 Deferred Shares plus previously accumulated awards and dividend-equivalent deferred shares accrued under the company’s Deferred Share Plan.

When will Jacqui Allard’s KeyCorp Deferred Shares be paid out?

Under the Deferred Share Plan, Allard’s Deferred Shares will be paid on May 14, 2029. On that date, she is scheduled to receive one-half of the Deferred Shares as Common Shares and the remaining half in cash, based on the plan’s terms.

Are Jacqui Allard’s KeyCorp Deferred Shares equivalent to Common Shares?

Each Deferred Share is described as the economic equivalent of one Common Share of KeyCorp. While they are paid later in a mix of stock and cash, their value tracks the company’s Common Shares according to the plan’s provisions and related footnotes.

Did Jacqui Allard buy or sell KeyCorp shares in the market?

The filing shows a grant of Deferred Shares, not an open-market trade. The 7,352 Deferred Shares were awarded as director compensation under KeyCorp’s Deferred Share Plan, so they do not represent a discretionary stock purchase or sale on an exchange.

How many KeyCorp Common Shares does Jacqui Allard directly own?

The Form 4 reports that Allard directly owns 180 Common Shares of KeyCorp following the reported transactions. This figure is separate from her 16,551 Deferred Shares, which are a distinct compensation-related deferred equity position under the Deferred Share Plan.