KeyCorp director acquires 840 deferred shares

The deferred shares represent fees converted under the plan, with payment deferred until the earlier of July 1, 2027, or the participant’s death.

Rhea-AI Filing Summary

KeyCorp director Alexander M. Cutler acquired 840 Deferred Shares on September 30, 2026, under the directors’ deferred-fee plan. Deferred fees are converted into shares economically equivalent to common shares, and payment is deferred until the earlier of July 1, 2027, or the participant’s death. After the transaction, Cutler held 40,823 Deferred Shares, including approximately 374 dividend-equivalent shares accrued in September 2026, and 325,309 Common Shares directly.

Insider Trade Summary

Grant/Award: 840 shares

Grant/Award 2 txns

Insider CUTLER ALEXANDER M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares F1, F2, F3	840	$0.00	$0.00
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 40,823 contracts (Direct); Common Shares — 325,309 shares (Direct)

Footnotes (3)

1. F1. Directors may elect to defer the payment of directors' fees into the Amended and Restated 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. F2. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of July 1, 2027, or the death of the participant.
3. F3. Includes approximately 374 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2026.

Key Figures

Deferred Shares acquired: 840 shares Deferred Shares held: 40,823 shares Dividend-equivalent deferred shares: Approximately 374 shares +1 more

4 metrics

Deferred Shares acquired 840 shares September 30, 2026

Deferred Shares held 40,823 shares Direct holdings following the transaction

Dividend-equivalent deferred shares Approximately 374 shares Accrued in September 2026 and included in the Deferred Shares holding

Common Shares held 325,309 shares Direct holdings

Key Terms

Deferred Share Plan, dividend-equivalent deferred shares, economic equivalent of common shares

3 terms

Deferred Share Plan financial

"into the Amended and Restated Directors' Deferred Share Sub-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.

dividend-equivalent deferred shares financial

"374 dividend-equivalent deferred shares accrued under the Deferred Share Plan"

economic equivalent of common shares financial

"the economic equivalent of common shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many deferred shares did KEY director Alexander M. Cutler acquire?

Alexander M. Cutler acquired 840 Deferred Shares on September 30, 2026. The plan converts deferred directors’ fees into shares economically equivalent to common shares.

When can Alexander M. Cutler receive payment of the deferred shares?

Payment of the deferred shares is deferred until the earlier of July 1, 2027, or the participant’s death, under the plan terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 04:19 PM Accepted by SEC EDGAR 10/02/2026 - 04:18 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^*

CUTLER ALEXANDER M

(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)
09/30/2026

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								325,309	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)	09/30/2026		A		840		(2)	(2)	Common Shares	840	$0	40,823(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 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 July 1, 2027, or the death of the participant.

3. Includes approximately 374 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2026.

Remarks:

	Adam J. Larkins POA for Alexander M. Cutler	10/02/2026
	** 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)