KEYCORP /NEW/ — Director's Dealing 2023

Jul 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2023-06-30

Reporting Person: CUTLER ALEXANDER M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-01	Common Shares	M	21099	—	Acquired	273652	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-30	Deferred Shares	$	A	2299	Acquired		Common Shares (2299)	Direct
2023-07-01	Deferred Shares	$	M	21099	Disposed	2023-07-01	Common Shares (21099)	Direct

Footnotes

F1: Each deferred share is the economic equivalent of one common share.

F2: Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2019 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

F3: Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of July 1, 2026, or the death of the participant.

F4: Includes approximately 1,220 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2023.