KeyCorp (KEY) director Henson receives 7,352 deferred share award under 2026 plan

Rhea-AI Filing Summary

KEYCORP director Christopher L. Henson reported a compensation-related award of 7,352 Deferred Shares. These Deferred Shares are economically equivalent to the company’s Common Shares and were granted under KeyCorp’s Amended and Restated Directors’ Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan.

Under the plan, Henson is scheduled to receive payment of the 7,352 Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029. Following the transactions reported, he also holds 250 Common Shares directly. The filing reflects a grant/award acquisition, not an open-market purchase or sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Henson Christopher L

Role null

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

Holdings After Transaction: Deferred Shares — 7,352 shares (Direct, null); Common Shares — 250 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.

Key Figures

Deferred Shares granted: 7,352 Deferred Shares Deferred Shares post-transaction: 7,352 Deferred Shares Common Shares held: 250 Common Shares +2 more

5 metrics

Deferred Shares granted 7,352 Deferred Shares Grant/award acquisition reported on May 14, 2026

Deferred Shares post-transaction 7,352 Deferred Shares Total Deferred Shares held after award

Common Shares held 250 Common Shares Direct holdings after reported transactions

Settlement date May 14, 2029 Deferred Shares paid half in Common Shares, half in cash

Deferred Share equivalence 1 Deferred Share = 1 Common Share Economic equivalence noted in footnote

Key Terms

Deferred Shares, Amended and Restated Directors' Deferred Share Sub-Plan, KeyCorp 2026 Equity Compensation Plan, grant/award acquisition

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"

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

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^*

Henson Christopher L

(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								250	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)	7,352	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.

Remarks:

	Adam J. Larkins POA for Christopher L. Henson	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 KEY (KeyCorp) director Christopher L. Henson report in this Form 4?

Christopher L. Henson reported receiving an award of 7,352 Deferred Shares as director compensation. These are economically equivalent to Common Shares and were granted under KeyCorp’s directors’ Deferred Share Plan tied to the 2026 Equity Compensation Plan.

Are the 7,352 Deferred Shares for KEY director Henson equal to common stock?

Yes. Each Deferred Share awarded to Christopher L. Henson is the economic equivalent of one Common Share. This means their value tracks the company’s Common Shares, even though settlement occurs later under the plan’s terms.

When will Christopher L. Henson receive payment for his KEY Deferred Shares?

Under the Deferred Share Plan, Christopher L. Henson will receive payment for the 7,352 Deferred Shares on May 14, 2029. On that date, he is scheduled to receive one-half of the award as Common Shares and one-half in cash.

Is Henson’s KEY Form 4 transaction an open-market buy or sell of shares?

No. The Form 4 shows a grant of 7,352 Deferred Shares as a compensation award, coded as an acquisition (A). It is not an open-market purchase or sale, but part of KeyCorp’s directors’ deferred share compensation program.

How many KEY common shares does Christopher L. Henson hold directly after this filing?

After the reported transactions, Christopher L. Henson holds 250 Common Shares directly. In addition, he has 7,352 Deferred Shares awarded under the Deferred Share Plan, which are scheduled to be paid in 2029.

Under which plan were the Deferred Shares for KEY director Henson granted?

The Deferred Shares were awarded under KeyCorp’s Amended and Restated Directors’ Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan. This plan governs how directors receive deferred share-based compensation and eventual settlement terms.