VASOS TODD J 4

What Happened

• Todd J. Vasos, a director of KeyCorp (KEY), was granted/acquired 1,843 deferred shares on June 30, 2026. The Form 4 lists the acquisition as a derivative award at $0.00 cash consideration (transaction code A).
• These deferred shares are the economic equivalent of common shares and resulted from electing to defer director fees into the KeyCorp 2026 Equity Compensation Plan.

Key Details

• Transaction date and price: 2026-06-30, 1,843 shares at $0.00 (derivative award).
• Filing: Form 4 filed 2026-07-02 (filed within the typical two-business-day reporting window).
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note:
  • Directors may elect to defer directors' fees into the Deferred Share Plan (F1).
  • Payment of these deferred shares is deferred until the earlier of July 1, 2028, or the participant's death (F2).
  • The 1,843 figure includes approximately 690 dividend-equivalent deferred shares accrued in June 2026 (F3).
• Transaction code: A (award/grant/acquisition of derivative shares).

Context

• This is a non-cash award tied to a fee deferral plan rather than an open-market buy or sale, so it does not directly signal a buy or sell decision by the director.
• Deferred shares are intended to provide economic exposure similar to common stock but with a delayed payout date, reducing immediate liquidity impact.