KeyCorp (KEY) director granted 7,352 Deferred Shares under 2026 equity plan

Rhea-AI Filing Summary

DeSpirito Antonio III reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Antonio DeSpirito III received a compensation grant of 7,352 Deferred Shares, each economically equivalent to one Common Share. These Deferred Shares were awarded under KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan.

Under the plan, the Participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029. Separately, the filing reports that DeSpirito directly holds 4,450 Common Shares following the reported transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DeSpirito Antonio III

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	7,352	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Deferred Shares — 7,352 shares (Direct, null); Common Shares — 4,450 shares (Direct, null)

Footnotes (1)

1. Each Deferred Share is the economic equivalent of one Common Share. Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan"), the Participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029. The Deferred Shares were awarded under the Deferred Share Plan.

Key Figures

Deferred Shares granted: 7,352 Deferred Shares Common Shares equivalent: 1 Common Share per Deferred Share Deferred Shares payment date: May 14, 2029 +1 more

4 metrics

Deferred Shares granted 7,352 Deferred Shares Grant to director Antonio DeSpirito III

Common Shares equivalent 1 Common Share per Deferred Share Economic equivalence stated in footnote

Deferred Shares payment date May 14, 2029 Settlement date; half in shares, half in cash

Common Shares held 4,450 Common Shares Direct holdings following transaction

Key Terms

Deferred Shares, Amended and Restated Directors' Deferred Share Sub-Plan, KeyCorp 2026 Equity Compensation Plan, economic equivalent

4 terms

Deferred Shares financial

"Each Deferred Share is the economic equivalent of one 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.

Amended and Restated Directors' Deferred Share Sub-Plan financial

"Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan"

KeyCorp 2026 Equity Compensation Plan financial

"Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan"

economic equivalent financial

"Each Deferred Share is the economic equivalent of one Common Share."

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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^*

DeSpirito Antonio III

(Last) (First) (Middle)

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)
05/14/2026

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								4,450	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)	05/14/2026		A		7,352		(2)	(2)	Common Shares	7,352	$0(3)	7,352	D

Explanation of Responses:

1. Each Deferred Share is the economic equivalent of one Common Share.

2. Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan (the "Deferred Share Plan"), the Participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 14, 2029.

3. The Deferred Shares were awarded under the Deferred Share Plan.

Remarks:

	Adam J. Larkins POA for Antonio DeSpirito III	05/18/2026
	** 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 KeyCorp (KEY) report for Antonio DeSpirito III?

KeyCorp reported that director Antonio DeSpirito III received a grant of 7,352 Deferred Shares as compensation. These Deferred Shares are tied to KeyCorp’s 2026 Equity Compensation Plan and are economically equivalent to Common Shares under the company’s directors’ deferred share sub-plan.

What are the Deferred Shares granted to KeyCorp (KEY) director Antonio DeSpirito III?

The Deferred Shares granted are a form of equity-based compensation economically equivalent to one Common Share each. They were awarded under KeyCorp’s Amended and Restated Directors’ Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan, aligning director interests with shareholders.

When will Antonio DeSpirito III receive payment for his KeyCorp (KEY) Deferred Shares?

Under the Deferred Share Plan, Antonio DeSpirito III will receive payment for the 7,352 Deferred Shares on May 14, 2029. The plan specifies payment will be made one-half in Common Shares and one-half in cash on that future date.

How will the KeyCorp (KEY) Deferred Shares be settled for Antonio DeSpirito III?

The Deferred Shares will be settled one-half as Common Shares and one-half in cash on May 14, 2029. This structure combines equity and cash components, reflecting the terms of KeyCorp’s Directors’ Deferred Share Sub-Plan within the 2026 Equity Compensation Plan.

How many KeyCorp (KEY) Common Shares does Antonio DeSpirito III hold after this Form 4?

After the reported transactions, Antonio DeSpirito III directly holds 4,450 Common Shares. In addition, he has 7,352 Deferred Shares outstanding under the directors’ deferred share plan, which are economically equivalent to Common Shares but payable in 2029.