KeyCorp director awarded 7,352 deferred shares

Rankin Devina A reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 05/18/2026 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Rankin Devina A reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Devina A. Rankin reported a new equity award made as deferred compensation. She received 7,352 Deferred Shares, each economically equivalent to one Common Share, under KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan. Payment of these deferred shares has been postponed until January 1, 2031. Following these entries, she holds 13,430 Common Shares and 89,117 Deferred Shares directly.

Insider Trade Summary

Grant/Award: 7,352 shares

Grant/Award 1 txn

Insider Rankin Devina A

Role Director

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

Holdings After Transaction: Deferred Shares — 89,117 shares (Direct); Common Shares — 13,430 shares (Direct)

Holdings Before and After: Deferred Shares, 81,765 to 89,117 shares (Direct)

Footnotes (3)

1. F1. Each Deferred Share is the economic equivalent of one Common Share.
2. F2. 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"), payment of the deferred shares has been deferred until January 1, 2031.
3. F3. The Deferred Shares were awarded under the Deferred Share Plan.

Key Figures

Deferred Shares awarded: 7,352 shares Deferred Shares after transaction: 89,117 shares Common Shares after transaction: 13,430 shares +1 more

4 metrics

Deferred Shares awarded 7,352 shares Grant under Directors' Deferred Share Sub-Plan

Deferred Shares after transaction 89,117 shares Deferred Shares held directly following award

Common Shares after transaction 13,430 shares Common Shares held directly following reported entries

Deferred share payment date January 1, 2031 Scheduled payment date under Deferred Share Plan

Key Terms

Deferred Shares, Amended and Restated Directors' Deferred Share Sub-Plan, KeyCorp 2026 Equity Compensation Plan, economic equivalent

4 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.

Amended and Restated 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"

economic equivalent financial

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

FAQ

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

What did Devina A. Rankin report in this Form 4 for KEY?

Devina A. Rankin reported receiving 7,352 Deferred Shares as a compensation award. These are part of KeyCorp’s directors’ deferred share plan and are economically equivalent to Common Shares, with payout deferred until January 1, 2031.

How many KeyCorp deferred shares did Devina A. Rankin receive?

She received an award of 7,352 Deferred Shares. Each Deferred Share is the economic equivalent of one KeyCorp Common Share, granted under the company’s directors’ deferred share plan linked to the 2026 Equity Compensation Plan.

When will Devina A. Rankin’s KeyCorp deferred shares be paid?

Payment of the reported Deferred Shares has been deferred until January 1, 2031. This timing is set by KeyCorp’s Amended and Restated Directors' Deferred Share Sub-Plan governing the director compensation awards.

What are Devina A. Rankin’s KeyCorp share holdings after this filing?

After the reported transactions, she directly holds 13,430 Common Shares and 89,117 Deferred Shares. The Deferred Shares function as an economic equivalent to Common Shares but are scheduled for payment at a future date.

Are the KeyCorp deferred shares equivalent to common shares for Devina A. Rankin?

Yes. Each Deferred Share is defined as the economic equivalent of one Common Share. This means the value tracks Common Shares, though the payment of these awards occurs later under the plan’s deferral terms.

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

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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^*

Rankin Devina A

(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								13,430	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)	89,117	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"), payment of the deferred shares has been deferred until January 1, 2031.

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

Remarks:

	Adam J. Larkins POA for Devina A. Rankin	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)