KeyCorp (NYSE: KEY) director receives 841 deferred shares in fee plan

Rhea-AI Filing Summary

KEYCORP director Alexander M. Cutler acquired 841 deferred shares on March 31, 2026 as a grant under the company’s Deferred Share Plan. These deferred shares are economically equivalent to common shares and reference a price of $20.05 per share.

Payment of the deferred shares is scheduled for the earlier of July 1, 2027 or the participant’s death. Following this award, Cutler directly holds 57,822 deferred shares, including approximately 611 dividend-equivalent deferred shares accrued in March 2026, and 298,416 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CUTLER ALEXANDER M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	841	$20.05	$17K
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 57,822 shares (Direct); Common Shares — 298,416 shares (Direct)

Footnotes (1)

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. 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. Includes approximately 611 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026.

Key Figures

Deferred shares granted: 841 deferred shares Reference price per deferred share: $20.05 per share Deferred shares held: 57,822 deferred shares +3 more

6 metrics

Deferred shares granted 841 deferred shares Grant to Alexander M. Cutler on March 31, 2026

Reference price per deferred share $20.05 per share Conversion price for deferred fees into deferred shares

Deferred shares held 57,822 deferred shares Direct deferred share holdings after transaction

Dividend-equivalent deferred shares Approximately 611 shares Dividend-equivalent deferred shares accrued in March 2026

Common shares held 298,416 common shares Direct common share holdings after transaction

Deferred share payout date July 1, 2027 Earlier of this date or participant’s death for payment

Key Terms

Deferred Shares, Directors' Deferred Share Sub-Plan, Deferred Share Plan, dividend-equivalent deferred shares

4 terms

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.

Directors' Deferred Share Sub-Plan financial

"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"

Deferred Share Plan financial

"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."

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

"Includes approximately 611 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026."

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^*

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)
03/31/2026

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								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)	03/31/2026		A		841		(2)	(2)	Common Shares	841	$20.05	57,822(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, 2027, or the death of the participant.

3. Includes approximately 611 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2026.

Remarks:

	Adam J. Larkins POA for Alexander M. Cutler	04/02/2026
	** 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 KEY (KeyCorp) report for Alexander M. Cutler?

KeyCorp reported that director Alexander M. Cutler acquired 841 deferred shares on March 31, 2026. These were granted under the Directors’ Deferred Share Plan and are economically equivalent to common shares, representing deferred payment of directors’ fees rather than an open-market stock purchase.

How many KeyCorp deferred shares does Alexander M. Cutler hold after this Form 4?

After the March 31, 2026 transaction, Alexander M. Cutler directly holds 57,822 deferred shares. This total includes approximately 611 dividend-equivalent deferred shares that accrued under the Deferred Share Plan in March 2026, reflecting reinvested value linked to KeyCorp common share dividends.

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

Under the Deferred Share Plan, payment of Alexander M. Cutler’s deferred shares is deferred until the earlier of July 1, 2027 or his death. Until that time, the position remains as deferred share units economically equivalent to KeyCorp common shares, not currently settled in stock or cash.

What is the value reference price for Alexander M. Cutler’s new KeyCorp deferred shares?

The 841 deferred shares granted to Alexander M. Cutler reference a price of $20.05 per share. This price is used to convert deferred directors’ fees into deferred shares, which track the economic value of KeyCorp common shares rather than representing a traditional cash purchase in the market.

How many KeyCorp common shares does Alexander M. Cutler directly own?

Alongside his deferred shares, Alexander M. Cutler directly owns 298,416 KeyCorp common shares as reported in the filing. This figure reflects his direct equity stake in the company separate from deferred share units granted under the Directors’ Deferred Share Plan structure.