KeyCorp director exercises 26,893 deferred shares

KeyCorp director Alexander M. Cutler exercised deferred share units into common shares.

Rhea-AI Filing Summary

KeyCorp director Alexander M. Cutler exercised deferred share units into common shares. On July 1, 2026, he converted 26,893 deferred shares, which are economically equivalent to common shares, into 26,893 common shares with no stated exercise price.

Following the transaction, Cutler directly owned 325,309 common shares and 39,609 deferred shares. The filing shows an exercise and conversion of a derivative-type award with no accompanying open-market sale, so it reflects a change in the form of his equity holdings rather than a trade in the market.

Insider Trade Summary

26,893 shares exercised/converted

Exercise 2 txns

Insider CUTLER ALEXANDER M

Role Director

Type	Security	Shares	Price	Value
Exercise	Deferred Shares	26,893	$0.00	$0.00
Exercise	Common Shares	26,893	$0.00	$0.00

Holdings After Transaction: Deferred Shares — 39,609 contracts (Direct); Common Shares — 325,309 shares (Direct)

Footnotes (1)

1. F1. Each deferred share is the economic equivalent of one common share.

Key Figures

Deferred shares exercised: 26,893 shares Common shares acquired via exercise: 26,893 shares Common shares after transaction: 325,309 shares +2 more

5 metrics

Deferred shares exercised 26,893 shares Deferred shares converted into common shares on July 1, 2026

Common shares acquired via exercise 26,893 shares Common shares received from derivative exercise

Common shares after transaction 325,309 shares Direct common share holdings following the exercise

Deferred shares after transaction 39,609 shares Remaining deferred share balance after conversion

Exercise price per deferred share $0.0000 per share Reported transaction price for the derivative exercise

Key Terms

deferred shares, derivative exercise/conversion, Common Shares, Form 4

4 terms

deferred shares financial

"The filing identifies the security as Deferred Shares and notes 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.

derivative exercise/conversion financial

"The transaction is described with the action derivative exercise/conversion for the deferred shares."

Common Shares financial

"The non-derivative transaction relates to Common Shares received upon conversion of deferred shares."

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

Form 4 regulatory

"This insider activity is reported on Form 4 for KeyCorp’s director Alexander M. Cutler."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What insider transaction did KEY director Alexander M. Cutler report?

Alexander M. Cutler reported exercising 26,893 deferred shares into 26,893 common shares of KeyCorp. This was recorded as a derivative exercise on July 1, 2026, with no open‑market sale, changing the form but not the overall scale of his equity exposure.

How many KeyCorp (KEY) common shares does Alexander M. Cutler hold after this Form 4?

After the reported transaction, Cutler directly holds 325,309 common shares of KeyCorp. He also continues to hold 39,609 deferred shares, which the filing states are economically equivalent to common shares, providing additional equity-based exposure to the company.

What are the deferred shares mentioned in Alexander M. Cutler’s KEY Form 4?

The filing states each deferred share is economically equivalent to one KeyCorp common share. In this case, 26,893 deferred shares were converted into the same number of common shares, reflecting a shift from derivative-style units into regular common stock rather than a market purchase.

Did Alexander M. Cutler buy or sell KeyCorp (KEY) stock on the market in this filing?

No open‑market buy or sell is reported in this Form 4. The transaction is coded as an exercise or conversion of a derivative security, where 26,893 deferred shares were converted into 26,893 common shares without a stated market trade or sale component.

How large was the derivative exercise reported by Alexander M. Cutler at KeyCorp?

The transaction involved exercising or converting 26,893 deferred shares into 26,893 common shares. This single derivative exercise is the only transaction highlighted, and the Form 4 shows no related tax withholding, gifts, or restructuring entries linked to this event.

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

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Accepted by SEC EDGAR 07/06/2026 - 04:28 PM EDT 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^*

CUTLER ALEXANDER M

(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)
07/01/2026

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	07/01/2026		M		26,893	A	(1)	325,309	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)	07/01/2026		M			26,893	07/01/2026	07/01/2026	Common Shares	26,893	$0(1)	39,609	D

Explanation of Responses:

1. Each deferred share is the economic equivalent of one common share.

Remarks:

	Adam J. Larkins POA for Alexander M. Cutler	07/06/2026
	** 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)