KEY · Keycorp /New/ · Insider Trading

Prior 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.

These deferred shares will distribute in ten quarterly installments beginning on July 1, 2025.

Includes approximately 80 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan in September 2026.

Each deferred share is the economic equivalent of one common share.

Includes approximately 1,417 dividend-equivalent deferred shares accrued under the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp 2026 Equity Compensation Plan in September 2026.

Prior 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.

Includes approximately 133 common shares acquired through dividend reinvestments in September 2026.

Each deferred share is the economic equivalent of one common share.

Directors may elect to defer the payment of directors' fees into the 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.

Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of July 1, 2028, or the death of the participant.

Includes approximately 478 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2026.

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.

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

Directors may elect to defer the payment of directors' fees into the 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.

Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2030, or the death of the participant.

Includes approximately 498 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2026.

Directors may elect to defer the payment of directors' fees into the 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.

Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2029, or the death of the participant.

Includes approximately 862 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2026.

Upon termination of this grantor retained annuity trust on September 21, 2026, 29,821 shares of KeyCorp common stock were transferred to the reporting person's children. The remaining shares in such trust were returned to the reporting person and continue to be reported in this Form 4 as directly owned.

Includes approximately 1,067 common shares acquired through dividend reinvestments between March and June 2026.

Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024 (the "Investment Agreement"), and related arrangements between the Reporting Person and the Issuer, pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer of its common shares.

Prior 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.

Includes approximately 126 common shares acquired through dividend reinvestments in June 2026.

Each deferred share is the economic equivalent of one common share.

Prior 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.

These deferred shares will distribute in ten quarterly installments beginning on July 1, 2025.

Includes approximately 82 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan in June 2026.

Each deferred share is the economic equivalent of one common share.

Each deferred share is the economic equivalent of one common share.

Each deferred share is the economic equivalent of one common share.

Each deferred share is the economic equivalent of one common share.

Each deferred share is the economic equivalent of one common share.

Includes 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.

Directors may elect to defer the payment of directors' fees into the 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.

Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2029, or the death of the participant.

Includes approximately 815 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Directors may elect to defer the payment of directors' fees into the 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.

Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of July 1, 2028, or the death of the participant.

Includes approximately 690 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024 (the "Investment Agreement"), and related arrangements between the Reporting Person and the Issuer, pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer of its common shares.

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 2026 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 596 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Directors may elect to defer the payment of directors' fees into the 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.

Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2030, or the death of the participant.

Includes approximately 466 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2026.

Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024 (the "Investment Agreement"), and related arrangements between the Reporting Person and the Issuer, pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer of its common shares.

Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024 (the "Investment Agreement"), and related arrangements between the Reporting Person and the Issuer, pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer of its common shares.

Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024 (the "Investment Agreement"), and related arrangements between the Reporting Person and the Issuer, pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer of its common shares.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.88 to $20.89.

The reporting person may provide to KeyCorp, any security holder of KeyCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024 (the "Investment Agreement"), and related arrangements between the Reporting Person and the Issuer, pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer of its common shares.

Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024 (the "Investment Agreement"), and related arrangements between the Reporting Person and the Issuer, pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer of its common shares.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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.

Includes approximately 401 dividend-equivalent deferred shares accrued under the Deferred Share Plan between June 2025 and March 2026.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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.

Includes approximately 401 dividend-equivalent Deferred Shares accrued between June 2025 and March 2026.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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 October 1, 2029.

Includes approximately 1,338 dividend-equivalent Deferred Shares accrued in March 2026.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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 January 1, 2031.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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.

Includes approximately 832 dividend-equivalent Deferred Shares accrued in March 2026.

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

The Deferred Shares were awarded under the Deferred Share Plan.

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.

Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024 (the "Investment Agreement"), and related arrangements between the Reporting Person and the Issuer, pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer of its common shares.

Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 11, 2026, 9,059 of the Reporting Person's Deferred Shares were settled for cash based upon the average of the closing price of KeyCorp Common Shares over the 30 trading days immediately prior to (and including if such date is a trading day) the payment date, and the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 11, 2026, 9,059 of the Reporting Person's Deferred Shares were settled for cash based upon the average of the closing price of KeyCorp Common Shares over the 30 trading days immediately prior to (and including if such date is a trading day) the payment date, and the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

Includes approximately 4,096 common shares acquired through dividend reinvestments between June 2025 and March 2026.

Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 11, 2026, 9,059 of the Reporting Person's Deferred Shares were settled for cash based upon the average of the closing price of KeyCorp Common Shares over the 30 trading days immediately prior to (and including if such date is a trading day) the payment date, and the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 11, 2026, 9,059 of the Reporting Person's Deferred Shares were settled for cash based upon the average of the closing price of KeyCorp Common Shares over the 30 trading days immediately prior to (and including if such date is a trading day) the payment date, and the remaining 9,058 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

Includes approximately 645 dividend-equivalent Deferred Shares accrued in March 2026.