KEYCORP /NEW/ — Director's Dealing 2022

May 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2022-05-12

Reporting Person: Highsmith Carlton L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-12	Deferred Shares	$	A	7285	Acquired		Common Shares (7285.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	64874	Direct

Footnotes

F1: Each Deferred Share is the economic equivalent of one Common Share.

F2: Under the terms of KeyCorp's Amended and Restated Directors' Deferred Share Sub-Plan of the KeyCorp 2019 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 12, 2025.

F3: The Deferred Shares were awarded under the Deferred Share Plan.

F4: Includes approximately 930 dividend-equivalent deferred shares accrued under the Deferred Share Plan between June 2021 and March 2022.