KeyCorp (NYSE: KEY) director receives 7,352 deferred share award

Rhea-AI Filing Summary

VASOS TODD J reported acquisition or exercise transactions in this Form 4 filing.

KeyCorp director Todd J. Vasos reported updated holdings and a new equity award. He received a grant of 7,352 Deferred Shares, each economically equivalent to one Common Share, under KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan.

Payment of these Deferred Shares has been deferred until July 1, 2029. Following this award, Vasos directly holds 35,255 Common Shares and 75,450 Deferred Shares, reflecting both his share ownership and deferred equity-based compensation position.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider VASOS TODD J

Role null

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

Holdings After Transaction: Deferred Shares — 75,450 shares (Direct, null); Common Shares — 35,255 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"), payment of the deferred shares has been deferred until July 1, 2029. The Deferred Shares were awarded under the Deferred Share Plan.

Key Figures

Deferred Shares granted: 7,352 shares Deferred Shares after award: 75,450 shares Common Shares held: 35,255 shares +2 more

5 metrics

Deferred Shares granted 7,352 shares Director Deferred Shares award on May 14, 2026

Deferred Shares after award 75,450 shares Total Deferred Shares held following the transaction

Common Shares held 35,255 shares Direct Common Share holdings after reported transactions

Deferred Shares payment date July 1, 2029 Payment timing for the awarded Deferred Shares

Deferred Share equivalence 1 Deferred Share = 1 Common Share Economic equivalence per plan footnote

Key Terms

Deferred Shares, Deferred Share Plan, KeyCorp 2026 Equity Compensation Plan, grant/award acquisition

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.

Deferred Share Plan financial

"awarded under the Deferred Share 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.

KeyCorp 2026 Equity Compensation Plan financial

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

grant/award acquisition financial

"transaction_action: grant/award acquisition"

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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^*

VASOS TODD J

(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								35,255	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)	75,450	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"), payment of the deferred shares has been deferred until July 1, 2029.

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

Remarks:

	Adam J. Larkins POA for Todd J. Vasos	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 Todd J. Vasos report for KEY?

Todd J. Vasos reported receiving an award of 7,352 Deferred Shares of KeyCorp. These were granted as director compensation, are economically equivalent to Common Shares, and their payment has been deferred until July 1, 2029 under the company’s Deferred Share Plan.

What are Deferred Shares reported in the KEY Form 4?

Deferred Shares are equity-based awards that mirror the value of Common Shares but are paid at a later date. For KeyCorp, each Deferred Share equals one Common Share, with payment of this new award deferred until July 1, 2029 under the directors’ Deferred Share Plan.

How many Deferred Shares does Todd J. Vasos hold after this KEY award?

After this award, Todd J. Vasos holds 75,450 Deferred Shares of KeyCorp. This total includes the newly granted 7,352 Deferred Shares and represents deferred director compensation that is scheduled to be paid in the future according to the plan’s rules.

How many KeyCorp Common Shares does Todd J. Vasos directly own?

Todd J. Vasos directly owns 35,255 Common Shares of KeyCorp after the reported transactions. This figure reflects his direct equity stake separate from his Deferred Shares, which are compensation awards scheduled for payment at a later date under a company plan.

When will the newly awarded KeyCorp Deferred Shares be paid?

The newly awarded KeyCorp Deferred Shares to Todd J. Vasos will be paid on July 1, 2029. Under the company’s Amended and Restated Directors’ Deferred Share Sub-Plan, payment of these 7,352 Deferred Shares is specifically deferred until that stated future date.

Under which plan were the KEY Deferred Shares granted to Todd J. Vasos?

The Deferred Shares were granted under KeyCorp’s Amended and Restated Directors’ Deferred Share Sub-Plan of the KeyCorp 2026 Equity Compensation Plan. This plan governs director equity awards, including the 7,352 Deferred Shares whose payment is deferred until July 1, 2029.