KeyCorp (NYSE: KEY) director turns deferred compensation into common shares

Rhea-AI Filing Summary

KeyCorp director Barbara R. Snyder exercised deferred share units into common stock rather than buying shares on the open market. On July 1, 2026, she converted a total of 21,694 deferred shares, receiving an equal number of common shares at a stated exercise price of $0.00 per share.

The filing shows her direct common share holdings rising to 113,108 shares after one transaction line, with another line reflecting 92,940 shares under a separate entry. The underlying deferred shares came from prior deferrals of director fees and dividend-equivalent credits under KeyCorp’s Deferred Compensation Plan and related director equity plans.

Insights

Equity compensation analyst

Director converted deferred compensation into common shares in a routine, non-market transaction.

Director Barbara R. Snyder exercised deferred share units equivalent to 21,694 common shares on July 1, 2026. Code M and a price of $0.00 per share indicate a derivative exercise or conversion rather than an open-market purchase.

The footnotes explain these deferred shares arose from prior director fee deferrals and dividend-equivalent accruals under KeyCorp’s deferred compensation and equity plans. With no open-market buying or selling and no remaining derivative positions listed, this looks like a scheduled compensation-related event rather than a directional bet on KeyCorp stock.

Insider Trade Summary

21,694 shares exercised/converted

Mixed 4 txns

Insider Snyder Barbara R

Role null

Type	Security	Shares	Price	Value
Exercise	Deferred Shares	1,526	$0.00	--
Exercise	Deferred Shares	20,168	$0.00	--
Exercise	Common Shares	1,526	$0.00	--
Exercise	Common Shares	20,168	$0.00	--

Holdings After Transaction: Deferred Shares — 7,823 shares (Direct, null); Common Shares — 92,940 shares (Direct, null)

Footnotes (1)

1. Prior to 2014, directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan ("Deferred Compensation Plan"). The deferred fees were converted to deferred shares, which are the economic equivalent of common shares. These deferred shares are being distributed as common shares pursuant to the terms of the Deferred Compensation Plan. Includes approximately 126 common shares acquired through dividend reinvestments in June 2026. Each deferred share is the economic equivalent of one common share. These deferred shares will distribute in ten quarterly installments beginning on July 1, 2025. Includes approximately 82 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan in June 2026. Includes approximately 1,542 dividend-equivalent deferred shares accrued under the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2026 Equity Compensation Plan in June 2026.

Key Figures

Common shares acquired (line 1): 20,168 shares Common shares acquired (line 2): 1,526 shares Total shares exercised: 21,694 shares +4 more

7 metrics

Common shares acquired (line 1) 20,168 shares Common Shares acquired via derivative exercise on July 1, 2026

Common shares acquired (line 2) 1,526 shares Common Shares acquired via derivative exercise on July 1, 2026

Total shares exercised 21,694 shares Sum of derivative exercises coded M in transactionSummary

Direct common shares after transaction (line 1) 113,108 shares Total common share holdings shown following one transaction entry

Exercise price per share $0.00 per share Stated price for derivative exercises on July 1, 2026

Deferred shares exercised (line 1) 20,168 deferred shares Deferred Shares converted into common shares on July 1, 2026

Deferred shares exercised (line 2) 1,526 deferred shares Deferred Shares converted into common shares on July 1, 2026

Key Terms

Deferred Compensation Plan, deferred shares, dividend reinvestments, dividend-equivalent deferred shares, +1 more

5 terms

Deferred Compensation Plan financial

"directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

deferred shares financial

"The deferred fees were converted to 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 reinvestments financial

"Includes approximately 126 common shares acquired through dividend reinvestments in June 2026."

dividend-equivalent deferred shares financial

"Includes approximately 82 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan in June 2026."

Amended and Restated 2026 Equity Compensation Plan financial

"dividend-equivalent deferred shares accrued under the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2026 Equity Compensation Plan"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:25 PM Accepted by SEC EDGAR 07/06/2026 - 04:24 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^*

Snyder Barbara R

(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		1,526	A	(1)	92,940(2)	D
Common Shares	07/01/2026		M		20,168	A	(3)	113,108	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			1,526	(4)	(4)	Common Shares	1,526	(1)	7,823(5)	D
Deferred Shares	(3)	07/01/2026		M			20,168	07/01/2026	07/01/2026	Common Shares	20,168	$0(3)	150,043(6)	D

Explanation of Responses:

1. Prior to 2014, directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan ("Deferred Compensation Plan"). The deferred fees were converted to deferred shares, which are the economic equivalent of common shares. These deferred shares are being distributed as common shares pursuant to the terms of the Deferred Compensation Plan.

2. Includes approximately 126 common shares acquired through dividend reinvestments in June 2026.

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

4. These deferred shares will distribute in ten quarterly installments beginning on July 1, 2025.

5. Includes approximately 82 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan in June 2026.

6. Includes approximately 1,542 dividend-equivalent deferred shares accrued under the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2026 Equity Compensation Plan in June 2026.

Remarks:

	Adam J. Larkins POA for Barbara R. Snyder	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)

FAQ

What did KeyCorp (KEY) director Barbara R. Snyder do in this Form 4?

Barbara R. Snyder converted deferred share units into 21,694 KeyCorp common shares. The transactions were coded as derivative exercises at a stated price of $0.00 per share, reflecting compensation-related conversions rather than open-market stock purchases or sales.

Were Barbara R. Snyder’s KeyCorp Form 4 transactions open-market buys or sells?

The transactions were not open-market trades. They are coded M, meaning exercises or conversions of derivative securities, with a $0.00 per-share price, reflecting distribution of previously earned deferred director compensation into common shares instead of new market purchases or sales.

How many KeyCorp shares did Barbara R. Snyder acquire through these conversions?

She acquired 21,694 KeyCorp common shares through conversion of deferred shares, shown as 20,168 shares in one line and 1,526 shares in another. Each deferred share is described as economically equivalent to one common share under the company’s compensation plans.

What are deferred shares in the context of KeyCorp’s director plans?

Deferred shares represent director fees and dividend-equivalent amounts that were previously deferred into KeyCorp’s Deferred Compensation Plan and related equity plans. Each deferred share is the economic equivalent of one common share and can later be distributed as actual common stock to the director.

Does the Form 4 mention dividend reinvestments or dividend-equivalent shares for KEY?

Yes. Footnotes state Snyder’s holdings include common shares acquired through dividend reinvestments in June 2026 and dividend-equivalent deferred shares accrued that month under KeyCorp’s Deferred Compensation Plan and its Amended and Restated 2026 Equity Compensation Plan.