KeyCorp (KEY) director discloses deferred share awards and total holdings

Rhea-AI Filing Summary

KeyCorp director Alexander M. Cutler reported an update to his equity holdings in the company. On 12/31/2025, he acquired 1,090 deferred shares under KeyCorp’s Amended and Restated Directors' Deferred Share Sub-Plan, at a reference price of $20.64 per underlying common share. These deferred shares represent directors’ fees that have been converted into the economic equivalent of common shares.

Under the plan, payment of the deferred shares is postponed until the earlier of July 1, 2028 or the director’s death. After this transaction, Cutler beneficially owned 298,416 common shares directly and 56,370 deferred shares, which include approximately 548 dividend-equivalent deferred shares accrued in December 2025.

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

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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^*

CUTLER ALEXANDER M

(Last) (First) (Middle)

C/O KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND OH 44114

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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								298,416	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)	12/31/2025		A		1,090		(2)	(2)	Common Shares	1,090	$20.64	56,370(3)	D

Explanation of Responses:

1. Directors may elect to defer the payment of directors' fees into the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2019 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 July 1, 2028, or the death of the participant.

3. Includes approximately 548 dividend-equivalent deferred shares accrued under the Deferred Share Plan in December 2025.

Remarks:

	Adam J. Larkins POA for Alexander M. Cutler	01/05/2026
	** 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).
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FAQ

What insider transaction did KeyCorp (KEY) director Alexander M. Cutler report?

Alexander M. Cutler reported acquiring 1,090 deferred shares of KeyCorp on 12/31/2025 under the company’s Amended and Restated Directors' Deferred Share Sub-Plan.

How many KeyCorp shares does Alexander M. Cutler beneficially own after this filing?

After the reported transaction, he beneficially owned 298,416 common shares directly and 56,370 deferred shares linked to KeyCorp common shares.

What is the purpose of KeyCorp’s Deferred Share Plan mentioned in this filing?

The plan allows directors to defer their fees, which are converted into deferred shares that are the economic equivalent of KeyCorp common shares.

When will Alexander M. Cutler receive payment of his deferred KeyCorp shares?

Payment of his deferred shares is scheduled for the earlier of July 1, 2028 or his death, as provided under the Deferred Share Plan.

What price was used for the deferred shares reported by KeyCorp director Alexander M. Cutler?

The 1,090 deferred shares were recorded with a reference price of $20.64 per underlying KeyCorp common share.

Do Alexander M. Cutler’s deferred KeyCorp shares include dividend equivalents?

Yes. The filing notes that his holdings include approximately 548 dividend-equivalent deferred shares accrued under the plan in December 2025.