KeyCorp (NYSE: KEY) director adds 1,355 deferred shares in fee grant

Rhea-AI Filing Summary

Hayes Robin reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Robin Hayes reported a new equity award and updated holdings. Hayes received 1,355 deferred shares on June 30, 2026 as a grant tied to deferred directors' fees under the KeyCorp 2026 Equity Compensation Plan. These deferred shares are economically equivalent to common shares.

Under the Deferred Share Plan, payment of the deferred shares is postponed until the earlier of January 1, 2030 or Hayes' death. The disclosed balance includes approximately 466 dividend-equivalent deferred shares accrued in June 2026. After these updates, Hayes directly holds 35,519 common shares and 52,753 deferred shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hayes Robin

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	1,355	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 52,753 shares (Direct, null); Common Shares — 35,519 shares (Direct, null)

Footnotes (1)

1. Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2030, or the death of the participant. Includes approximately 466 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Key Figures

Deferred shares granted: 1,355 deferred shares Common shares held after: 35,519 shares Deferred shares balance after: 52,753 deferred shares +2 more

5 metrics

Deferred shares granted 1,355 deferred shares Grant tied to deferred directors' fees on June 30, 2026

Common shares held after 35,519 shares Common shares directly owned after reported transactions

Deferred shares balance after 52,753 deferred shares Total deferred shares under Deferred Share Plan after grant

Dividend-equivalent deferred shares approximately 466 shares Dividend-equivalent units accrued in June 2026

Earliest deferred share payment date January 1, 2030 Earliest scheduled payout under Deferred Share Plan terms

Key Terms

Deferred Share Plan, deferred shares, dividend-equivalent deferred shares, equity compensation plan

4 terms

Deferred Share Plan financial

"Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan")."

A deferred share plan is a company program that promises employees or executives shares or the cash value of shares at a future date, often contingent on meeting performance goals or staying with the firm. Think of it like a bonus you earn now but receive later; investors watch these plans because they affect potential share dilution, reveal how management is being motivated, and signal whether pay incentives align with long‑term shareholder value.

deferred shares financial

"The deferred fees are converted into deferred shares, which are the economic equivalent of common shares."

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.

dividend-equivalent deferred shares financial

"Includes approximately 466 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026."

equity compensation plan financial

"Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan")."

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 09:45 PM Accepted by SEC EDGAR 07/02/2026 - 09:45 PM 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^*

Hayes Robin

(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)
06/30/2026

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								35,519	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)	06/30/2026		A		1,355		(2)	(2)	Common Shares	1,355	$0	52,753(3)	D

Explanation of Responses:

1. Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

2. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2030, or the death of the participant.

3. Includes approximately 466 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Remarks:

	Adam J. Larkins POA for Robin N. Hayes	07/02/2026
	** 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 insider transaction did KeyCorp (KEY) director Robin Hayes report?

KeyCorp director Robin Hayes reported receiving 1,355 deferred shares as a grant tied to deferred directors' fees. These deferred shares are economically equivalent to common shares and increase Hayes' deferred share balance under the KeyCorp 2026 Equity Compensation Plan.

How many KeyCorp (KEY) deferred shares does Robin Hayes hold after this Form 4?

After the reported grant, Robin Hayes holds 52,753 deferred shares. This balance includes the 1,355 newly granted deferred shares and approximately 466 dividend-equivalent deferred shares accrued under the Deferred Share Plan during June 2026.

When will KeyCorp (KEY) pay out Robin Hayes' deferred shares?

Payment of Robin Hayes’ deferred shares is scheduled for the earlier of January 1, 2030 or the director’s death. Until then, the deferred shares track the economic performance of KeyCorp common shares under the Deferred Share Plan.

What are deferred shares in KeyCorp’s (KEY) Deferred Share Plan?

Deferred shares are units credited when directors elect to defer their fees into the Deferred Share Plan. The deferred fees are converted into deferred shares, which are described as the economic equivalent of KeyCorp common shares, including dividend-equivalent accruals.

How many KeyCorp (KEY) common shares does Robin Hayes directly own?

Following the reported transactions, Robin Hayes directly owns 35,519 KeyCorp common shares. This figure is separate from the 52,753 deferred shares held under the Deferred Share Plan, which represent deferred compensation rather than immediately payable stock.

Did the KeyCorp (KEY) Form 4 show any insider stock sales by Robin Hayes?

The Form 4 does not show any open-market stock sales by Robin Hayes. It reports a grant of 1,355 deferred shares as compensation and an updated statement of direct holdings in common and deferred shares, without any recorded buy or sell trades.