KeyCorp’s Andrew J. Paine III sells 39,130 shares

A separate grantor retained annuity trust transferred 11,956 shares to Paine’s children on October 27, 2026.

Rhea-AI Filing Summary

KEYCORP’s Head of Institutional Bank, Andrew J. Paine III, reported exercising options covering 39,130 common shares on October 28, 2026, at an exercise price of $18.96 per share, and selling 39,130 shares that day. The sale footnote describes a weighted-average price and says the individual transaction prices ranged from $20.20 to $20.21. The option position was reported as zero shares following the exercise. No Rule 10b5-1 plan is reported. On October 27, 2026, upon termination of a separate grantor retained annuity trust, 11,956 shares were transferred to Paine’s children. The report also lists indirect holdings of 102,946 shares by a GRAT, 445 shares by Paine Investments LP, and 4,265 shares by his spouse. A 401(k) Plan holding of 27,210 shares is reported as of October 28, 2026.

Insider Trade Summary

Exercise and Sale: 39,130 shares ($88K approx. pre-tax spread)

Exercise and Sale 7 txns

Insider Paine Andrew J III

Role Head of Institutional Bank

Sold 39,130 shs ($830K)

Approx. gross sale proceeds $830K

Approx. exercise cost $742K

Approx. pre-tax spread $88K

Type	Security	Shares	Price	Value
Exercise	Option to Buy F5	39,130	$0.00	$0.00
Exercise	Common Shares F1	39,130	$18.96	$742K
Sale	Common Shares F2, F3	39,130	$21.20	$830K
Gift	Common Shares F1	11,956	$0.00	$0.00
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares F4	--	--	--

Holdings After Transaction: Option to Buy — 0 contracts (Direct); Common Shares — 102,946 shares (Indirect, By GRAT); Common Shares — 191,571 shares (Direct); Common Shares — 445 shares (Indirect, By Paine Investments LP); Common Shares — 4,265 shares (Indirect, By spouse); Common Shares — 27,210 shares (Indirect, 401(k) Plan)

Footnotes (5)

1. F1. On March 16, 2026, the reporting person contributed 50,630 directly owned shares of KeyCorp common stock to a grantor retained annuity trust for the benefit of himself and his children. On April 23, 2026, 19,684 shares from a separate grantor retained annuity trust were returned to the reporting person as directly owned. Upon termination of a separate grantor retained annuity trust, 11,956 shares of KeyCorp common stock were transferred to the reporting person's children. The remaining shares in such trust were returned to the reporting person and are reported in this Form 4 as directly owned.
2. F2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.20 to $20.21.
3. F3. The reporting person may provide to KeyCorp, any security holder of KeyCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
4. F4. Reported as of October 28, 2026.
5. F5. This option vested in four equal annual installments ending on February 17, 2021.

Key Figures

Shares acquired through option exercise: 39,130 common shares Exercise price: $18.96 per share Common shares sold: 39,130 shares +3 more

6 metrics

Shares acquired through option exercise 39,130 common shares October 28, 2026

Exercise price $18.96 per share Option exercise on October 28, 2026

Common shares sold 39,130 shares October 28, 2026

Sale transaction price range $20.20 to $20.21 per share Prices for the multiple sale transactions

Option shares following transaction 0 shares Reported after the October 28, 2026 exercise

Shares transferred to children 11,956 shares Trust transfer on October 27, 2026

Key Terms

grantor retained annuity trust, weighted average price, exercise price

3 terms

grantor retained annuity trust financial

"separate grantor retained annuity trust"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

weighted average price financial

"The price reported is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

exercise price financial

"conversion_or_exercise_price"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

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

How many KEY shares did Andrew J. Paine III sell?

Andrew J. Paine III reported selling 39,130 KEYCORP common shares on October 28, 2026. The sale footnote describes a weighted-average price, with individual transaction prices ranging from $20.20 to $20.21. No Rule 10b5-1 plan is reported.

How many KEY shares did Andrew J. Paine III exercise, and at what price?

Paine exercised options covering 39,130 common shares at an exercise price of $18.96 per share on October 28, 2026.

When did Andrew J. Paine III’s KEY options vest and expire?

The option vested in four equal annual installments ending February 17, 2021, and its expiration date was February 20, 2027.

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

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Available on EDGAR 10/29/2026 - 06:30 PM EDT Accepted by SEC EDGAR 10/29/2026 - 06:29 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^*

Paine Andrew J III

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Institutional Bank

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2026

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	10/27/2026		G		11,956	D	$0	102,946	I	By GRAT(1)
Common Shares	10/28/2026		M		39,130	A	$18.96	230,701(1)	D
Common Shares	10/28/2026		S		39,130	D	$21.2(2)(3)	191,571	D
Common Shares								445	I	By Paine Investments LP
Common Shares								4,265	I	By spouse
Common Shares								27,210(4)	I	401(k) Plan

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
Option to Buy	$18.96	10/28/2026		M			39,130	(5)	02/20/2027	Common Shares	39,130	$0	0	D

Explanation of Responses:

1. On March 16, 2026, the reporting person contributed 50,630 directly owned shares of KeyCorp common stock to a grantor retained annuity trust for the benefit of himself and his children. On April 23, 2026, 19,684 shares from a separate grantor retained annuity trust were returned to the reporting person as directly owned. Upon termination of a separate grantor retained annuity trust, 11,956 shares of KeyCorp common stock were transferred to the reporting person's children. The remaining shares in such trust were returned to the reporting person and are reported in this Form 4 as directly owned.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.20 to $20.21.

3. The reporting person may provide to KeyCorp, any security holder of KeyCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

4. Reported as of October 28, 2026.

5. This option vested in four equal annual installments ending on February 17, 2021.

Remarks:

	Adam J. Larkins POA for Andrew J. Paine III	10/29/2026
	** 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)