KEYCORP (NYSE: KEY) director settles deferred share award in cash and stock

Rhea-AI Filing Summary

KEYCORP director Carlton L. Highsmith exercised Deferred Shares and partially settled them in cash and stock. On May 11, 2026, he converted 18,118 Deferred Shares, each economically equivalent to one Common Share. Of these, 9,059 Deferred Shares were settled for cash based on the average closing price over the 30 trading days before the payment date, and 9,058 Deferred Shares were settled for an equal number of Common Shares. Following these transactions, he directly owned 46,236 Common Shares. The Deferred Share total included approximately 1,637 dividend‑equivalent Deferred Shares accrued between June 2025 and March 2026.

Insider Trade Summary

18,118 shares exercised/converted

Mixed 3 txns

Insider Highsmith Carlton L

Role null

Type	Security	Shares	Price	Value
Exercise	Deferred Shares	18,118	$0.00	--
Exercise	Common Shares	18,118	$0.00	--
Disposition	Common Shares	9,059	$21.41	$194K

Holdings After Transaction: Deferred Shares — 19,425 shares (Direct, null); Common Shares — 55,295 shares (Direct, null)

Footnotes (1)

1. Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 11, 2026, 9,059 of the Reporting Person's Deferred Shares were settled for cash based upon the average of the closing price of KeyCorp Common Shares over the 30 trading days immediately prior to (and including if such date is a trading day) the payment date, and the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares. Includes approximately 1,637 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026.

Key Figures

Deferred Shares exercised: 18,118 Deferred Shares Shares settled for cash: 9,059 Deferred Shares Shares settled in stock: 9,058 Deferred Shares +3 more

6 metrics

Deferred Shares exercised 18,118 Deferred Shares Exercise or conversion of derivative security on May 11, 2026

Shares settled for cash 9,059 Deferred Shares Settled for cash based on 30-day average closing price

Shares settled in stock 9,058 Deferred Shares Settled for an equal number of KeyCorp Common Shares

Disposition to issuer 9,059 Common Shares at $21.41 Code D disposition to issuer on May 11, 2026

Common Shares after transaction 46,236 Common Shares Direct holdings following reported transactions

Dividend-equivalent Deferred Shares Approximately 1,637 Deferred Shares Accrued between June 2025 and March 2026

Key Terms

Deferred Shares, Disposition to issuer, Exercise or conversion of derivative security, dividend-equivalent Deferred Shares

4 terms

Deferred Shares financial

"Each Deferred Share was the economic equivalent of one KeyCorp 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.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

dividend-equivalent Deferred Shares financial

"Includes approximately 1,637 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026."

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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^*

Highsmith Carlton L

(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)
05/11/2026

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	05/11/2026		M		18,118	A	(1)	55,295	D
Common Shares	05/11/2026		D		9,059	D	$21.41	46,236	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)	05/11/2026		M			18,118	(1)	(1)	Common Shares	18,118	(1)	19,425(2)	D

Explanation of Responses:

1. Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 11, 2026, 9,059 of the Reporting Person's Deferred Shares were settled for cash based upon the average of the closing price of KeyCorp Common Shares over the 30 trading days immediately prior to (and including if such date is a trading day) the payment date, and the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

2. Includes approximately 1,637 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026.

Remarks:

	Adam J. Larkins POA for Carlton L. Highsmith	05/13/2026
	** 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 Carlton L. Highsmith report at KEYCORP (KEY)?

Carlton L. Highsmith reported exercising 18,118 Deferred Shares that were economically equivalent to KeyCorp Common Shares. Part of this award was settled in cash and the remainder in stock, reflecting the settlement of deferred director compensation rather than an open-market trade.

How many KEYCORP shares did Carlton L. Highsmith receive or dispose of?

Highsmith converted 18,118 Deferred Shares. Of these, 9,059 were settled for cash and 9,058 were settled for an equal number of KeyCorp Common Shares, and a separate disposition entry shows 9,059 Common Shares returned to the issuer at a price of $21.41 per share.

What is Carlton L. Highsmith’s KEYCORP share ownership after this Form 4?

After the reported transactions, Highsmith directly owned 46,236 KeyCorp Common Shares. This figure reflects his position following the exercise and cash-and-stock settlement of 18,118 Deferred Shares, which included dividend-equivalent amounts accrued between June 2025 and March 2026.

What are Deferred Shares in the context of KEYCORP’s director compensation?

In this filing, each Deferred Share was the economic equivalent of one KeyCorp Common Share. They represent deferred compensation for the director, which on May 11, 2026 was settled partly in cash and partly in Common Shares according to a formula based on recent average closing prices.

Were dividend-equivalent amounts included in Carlton L. Highsmith’s Deferred Shares at KEYCORP?

Yes. The Deferred Shares figure included approximately 1,637 dividend-equivalent Deferred Shares. These represented dividends that accrued on earlier deferred awards between June 2025 and March 2026 and were settled together with the main Deferred Share balance on May 11, 2026.

Did Carlton L. Highsmith’s KEYCORP transaction involve open-market buying or selling?

The transactions involved exercising Deferred Shares and a disposition to the issuer, not open-market trades. Shares were settled for cash and stock under the terms of the deferred compensation arrangement, including a disposition of 9,059 Common Shares back to KeyCorp at $21.41 per share.