KeyCorp (NYSE: KEY) director settles deferred shares in cash and stock, now holds 104,575 shares

Rhea-AI Filing Summary

KEYCORP director Richard J. Hipple reported compensation-related transactions involving Deferred Shares and Common Shares. On May 11, 2026, he exercised 18,118 Deferred Shares that were economically equivalent to Common Shares. According to the disclosure, 9,059 Deferred Shares were settled for cash based on a 30‑day average closing price, and the remaining 9,058 Deferred Shares were settled for an equal number of Common Shares. A related disposition entry shows 9,059 Common Shares transferred to the issuer at $21.41 per share, leaving Hipple with 104,575 Common Shares held directly. The position also reflects approximately 4,096 Common Shares from dividend reinvestments and 1,637 dividend‑equivalent Deferred Shares accrued between June 2025 and March 2026.

Insights

Equity compensation analyst

Director’s Form 4 shows routine Deferred Share settlement with mixed cash and stock, leaving a sizable continuing stake.

Director Richard J. Hipple exercised 18,118 Deferred Shares economically equivalent to Common Shares. The filing shows a disposition of 9,059 Common Shares to the issuer at $21.41 per share and settlement of remaining Deferred Shares in stock, a standard equity-compensation pattern.

After these transactions, Hipple holds 104,575 Common Shares directly, plus additional exposure from dividend reinvestments and dividend‑equivalent Deferred Shares accrued between June 2025 and March 2026. The scale appears modest relative to his resulting holdings, suggesting a routine adjustment rather than a thesis‑changing move.

Insider Trade Summary

18,118 shares exercised/converted

Mixed 3 txns

Insider Hipple Richard J

Role null

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

Holdings After Transaction: Deferred Shares — 19,425 shares (Direct, null); Common Shares — 113,634 shares (Direct, null)

Footnotes (1)

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. Includes approximately 4,096 common shares acquired through dividend reinvestments between June 2025 and March 2026. Includes approximately 1,637 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026.

Key Figures

Shares disposed to issuer: 9,059 shares Disposition price: $21.41 per share Deferred Shares exercised: 18,118 shares +3 more

6 metrics

Shares disposed to issuer 9,059 shares Common Shares, disposition to issuer at $21.41 per share on May 11, 2026

Disposition price $21.41 per share Price for 9,059 Common Shares transferred to issuer

Deferred Shares exercised 18,118 shares Deferred Shares economically equivalent to Common Shares exercised on May 11, 2026

Post-transaction Common Shares 104,575 shares Common Shares directly held after reported transactions

Dividend reinvestment shares 4,096 shares (approx.) Common Shares acquired via dividend reinvestments between June 2025 and March 2026

Dividend-equivalent Deferred Shares 1,637 shares (approx.) Dividend-equivalent Deferred Shares accrued June 2025–March 2026

Key Terms

Deferred Shares, Disposition to issuer, dividend reinvestments, 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""

dividend reinvestments financial

"Includes approximately 4,096 common shares acquired through dividend reinvestments between June 2025 and March 2026."

dividend-equivalent Deferred Shares financial

"Includes approximately 1,637 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026."

Exercise or conversion of derivative security financial

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

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^*

Hipple Richard J

(Last) (First) (Middle)

C/O KEYCORP

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)	113,634(2)	D
Common Shares	05/11/2026		D		9,059	D	$21.41	104,575	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)	19,425(3)	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 4,096 common shares acquired through dividend reinvestments between June 2025 and March 2026.

3. Includes approximately 1,637 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026.

Remarks:

	Adam J. Larkins POA for Richard J. Hipple	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)

FAQ

What did KEY (KeyCorp) director Richard J. Hipple report in this Form 4?

Richard J. Hipple reported exercising 18,118 Deferred Shares economically equivalent to KeyCorp Common Shares. Part of these were settled for cash and part in stock, along with a related disposition of 9,059 Common Shares back to the issuer at $21.41 per share.

How many KeyCorp shares does Richard J. Hipple hold after the reported transactions?

After the reported transactions, Richard J. Hipple directly holds 104,575 KeyCorp Common Shares. This total reflects his updated position following the exercise and settlement of Deferred Shares and includes prior accumulation through dividend reinvestment and related equity-based accruals.

What was the price for the 9,059 KeyCorp shares disposed of by Richard J. Hipple?

The 9,059 Common Shares disposed of in connection with the Deferred Share settlement were transferred to the issuer at $21.41 per share. This disposition is categorized as a “Disposition to issuer” and is tied to the cash settlement portion of the Deferred Shares.

How were Richard J. Hipple’s Deferred Shares in KeyCorp settled?

Each Deferred Share was economically equivalent to one KeyCorp Common Share. On May 11, 2026, 9,059 Deferred Shares were settled for cash based on a 30‑day average price, and the remaining 9,058 Deferred Shares were settled for an equal number of Common Shares.

Did Richard J. Hipple’s KeyCorp holdings change due to dividend reinvestments?

Yes. The position includes approximately 4,096 Common Shares acquired through dividend reinvestments between June 2025 and March 2026. This reflects automatic reinvestment of dividends into additional KeyCorp shares rather than open‑market purchases by the director.

What are dividend-equivalent Deferred Shares mentioned in Richard J. Hipple’s filing for KEY?

Dividend-equivalent Deferred Shares are additional Deferred Shares credited in lieu of cash dividends. Hipple’s holdings include about 1,637 such Deferred Shares accrued between June 2025 and March 2026, mirroring dividends that would have been paid on underlying KeyCorp Common Shares.