Sell4

KEYCORP /NEW/

KEY

Total Value

$2.3M

Net $829.6K sold

Filing Date

Oct 29, 2026

2 transactions

Sales

$829.6K

1 transaction

Trade Summary

On Oct 27, 2026 through Oct 28, 2026, Paine Andrew J III, Head of Institutional Bank, sold $2.3M of KEYCORP /NEW/ (KEY) across 2 transactions. The filing covers Common Shares and reflects net selling of $829.6K. Reported prices ranged from $18.96 to $21.20. Insider transactions are sourced from SEC Form 4 disclosures and should be reviewed alongside company fundamentals and the insider's broader trading history.

Price at the Time of the Trade

KEY daily price with the insider's sale marked at $21.20.

Sold in the lower half of the 6-month range · about level with today's price.

Price data is delayed and provided for context only — not investment advice.

Insider Information

Name: Paine Andrew J III
Role: Head of Institutional Bank
Location: CLEVELAND, OH

Filing Details

Filing Date: Oct 29, 2026
Transaction Date: Oct 27, 2026
Accession Number: 0001669883-26-000003
Form Type: 4
Net Trading Amount: -$829.6K

Non-Derivative Transactions

Date	Security	Shares	Price	Type	Value
Oct 27, 2026	Common Shares	11,956	—	Bona Fide Gift	—
Oct 28, 2026	Common Shares	39,130	$18.96	Exercise	$741.9K
Oct 28, 2026	Common Shares	39,130	$21.20	Sale	$829.6K

Derivative Transactions

Date	Security	Shares	Exercise Price	Type	Value
Oct 28, 2026	KEY derivative	39,130	$18.96	Exercise	$741.9K

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Footnotes

(F1)On March 16, 2026, the reporting person contributed 50,630 directly owned shares of KeyCorp common stock to a grantor retained annuity trust for the benefit of himself and his children. On April 23, 2026, 19,684 shares from a separate grantor retained annuity trust were returned to the reporting person as directly owned. Upon termination of a separate grantor retained annuity trust, 11,956 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 are reported in this Form 4 as directly owned.
(F2)The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.20 to $20.21.
(F3)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.
(F4)Reported as of October 28, 2026.
(F5)This option vested in four equal annual installments ending on February 17, 2021.

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^*

Paine Andrew J III

(Last)

(First)

(Middle)

C/O KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND

44114

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [ KEY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Head of Institutional Bank

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	10/27/2026		G		11,956	D	$0	102,946	I	By GRAT⁽¹⁾
Common Shares	10/28/2026		M		39,130	A	$18.96	230,701⁽¹⁾	D
Common Shares	10/28/2026		S		39,130	D	$21.2⁽²⁾⁽³⁾	191,571	D
Common Shares								445	I	By Paine Investments LP
Common Shares								4,265	I	By spouse
Common Shares								27,210⁽⁴⁾	I	401(k) Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy	$18.96	10/28/2026		M			39,130	⁽⁵⁾	02/20/2027	Common Shares	39,130	$0	0	D

Explanation of Responses:

1. On March 16, 2026, the reporting person contributed 50,630 directly owned shares of KeyCorp common stock to a grantor retained annuity trust for the benefit of himself and his children. On April 23, 2026, 19,684 shares from a separate grantor retained annuity trust were returned to the reporting person as directly owned. Upon termination of a separate grantor retained annuity trust, 11,956 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 are reported in this Form 4 as directly owned.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.20 to $20.21.

3. 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.

4. Reported as of October 28, 2026.

5. This option vested in four equal annual installments ending on February 17, 2021.

Remarks:

	Adam J. Larkins POA for Andrew J. Paine III	10/29/2026
	** 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 as rendered by the SEC from accession 0001669883-26-000003.

KEYCORP /NEW/

Trade Summary

Price at the Time of the Trade

Company Information

Insider Information

Filing Details

Non-Derivative Transactions

Derivative Transactions

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Footnotes

SEC Form 4

SEC Filing

SEC Form 4

Price at the Time of the Trade