SEC Form 4 · accession 0001496583-26-000006

· KEY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Jul 1, 2026

Accepted (ET)

Jul 6, 2026 · 4:24 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0000091576

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares^F1,F2	Jul 1, 2026	M	1,526	—	A	92,940	D
Common Shares^F3	Jul 1, 2026	M	20,168	—	A	113,108	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Shares^F1,F5,F4	—	Jul 1, 2026	M	1,526	D	—	—	Common Shares	1,526	7,823	D
Deferred Shares^F3,F6	—	Jul 1, 2026	M	20,168	D	Jul 1, 2026	Jul 1, 2026	Common Shares	20,168	150,043	D

F1Prior to 2014, directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan ("Deferred Compensation Plan"). The deferred fees were converted to deferred shares, which are the economic equivalent of common shares. These deferred shares are being distributed as common shares pursuant to the terms of the Deferred Compensation Plan.
F2Includes approximately 126 common shares acquired through dividend reinvestments in June 2026.
F3Each deferred share is the economic equivalent of one common share.
F4These deferred shares will distribute in ten quarterly installments beginning on July 1, 2025.
F5Includes approximately 82 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan in June 2026.
F6Includes approximately 1,542 dividend-equivalent deferred shares accrued under the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2026 Equity Compensation Plan in June 2026.