Gile Elizabeth R. 4

What Happened
Elizabeth Gile, a director of KeyCorp (KEY), was granted 7,352 Deferred Shares on May 14, 2026. The filing lists the acquisition price as $0.00 because these are awarded (derivative) shares under KeyCorp’s Directors’ Deferred Share Sub-Plan rather than an open-market purchase or sale. The Deferred Shares are the economic equivalent of one common share each and will not be paid out until October 1, 2029.

Key Details

• Transaction date: 2026-05-14; Form 4 filed: 2026-05-18 (timely filing).
• Security: 7,352 Deferred Shares reported at $0.00 (award/grant, code A).
• Payment deferral: Under the Deferred Share Plan, payout is deferred until October 1, 2029.
• Dividend equivalents: The award includes approximately 1,338 dividend-equivalent Deferred Shares accrued in March 2026.
• Shares owned after transaction: Not disclosed in the provided filing data.
• Nature of transaction: Compensation award to a director (not an open-market purchase or sale).

Context
Deferred share awards are common for directors as part of compensation and do not represent an immediate cash purchase or sale. Because these are deferred/derivative shares with payout in 2029, they are not immediately tradable and should be viewed as part of director compensation rather than a direct signal of near-term buying or selling activity.