Sec Form 4 Filing - Paine Andrew J III @ KEYCORP /NEW/ - 2024-02-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Paine Andrew J III 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 (Last) (First) (Middle) C/O KEYCORP, 127 PUBLIC SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2024 (Street) CLEVELAND, OH44114 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Shares 02/16/2024 M 13,307 A $ 12.92 213,721 D Common Shares 02/16/2024 F 13,307 D $ 14.06 200,414 D Common Shares 02/17/2024 M 29,074 A 229,488 D Common Shares 02/17/2024 F 9,102 D $ 14.07 220,386 D Common Shares 18,514 I By spouse Common Shares 445 I By Paine Investments LP Common Shares 24,066 ( 2 ) I 401(k) Plan Common Shares 135,000 I By GRAT ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to Buy $ 12.92 02/16/2024 M 13,307 ( 4 ) 02/17/2024 Common Shares 13,307 $ 0 0 D Restricted Stock Units ( 1 ) 02/16/2024 A 46,908 ( 5 ) ( 5 ) Common Shares 46,908 $ 0 46,908 D Option to Buy $ 15.48 02/16/2024 A 64,139 ( 6 ) 02/16/2034 Common Shares 64,139 $ 0 64,139 D Deferred Shares ( 7 ) 02/16/2024 A 18,731 ( 8 ) ( 8 ) Common Shares 18,731 ( 9 ) 18,731 D Restricted Stock Units ( 1 ) 02/17/2024 M 10,916 ( 10 ) ( 10 ) Common Shares 10,916 $ 0 10,915 ( 11 ) D Restricted Stock Units ( 1 ) 02/17/2024 M 8,086 ( 12 ) ( 12 ) Common Shares 8,086 $ 0 16,170 ( 13 ) D Restricted Stock Units ( 1 ) 02/17/2024 M 10,071 ( 14 ) ( 14 ) Common Shares 10,071 $ 0 30,211 ( 15 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Paine Andrew J III C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH44114 Head of Institutional Bank Signatures Adam J. Larkins POA for Andrew J. Paine III 02/21/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents the right to receive one KeyCorp common share at vesting. ( 2 )Reported as of February 14, 2024. ( 3 )These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust. ( 4 )This option vested in four equal annual installments ending on February 17, 2018. ( 5 )These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025. ( 6 )The option to buy, granted on February 16, 2024, vests in four equal annual installments beginning on February 17, 2025. ( 7 )Each deferred share represents a right to receive the cash value of one share of common stock. ( 8 )The deferred shares become payable upon the reporting person's termination of employment with KeyCorp and its subsidiaries. ( 9 )In connection with the vesting on February 17, 2024, of cash-settling performance shares previously granted to the reporting person, the reporting person's receipt of the cash value of 18,731 shares of common stock was deferred, resulting in the reporting person's receipt instead of 18,731 deferred shares pursuant to KeyCorp's Long-Term Incentive Deferral Plan. ( 10 )These restricted stock units, granted on February 15, 2021, vest in four equal annual installments beginning on February 17, 2022. ( 11 )Includes approximately 1,455 dividend-equivalent restricted stock units accrued between March and December 2023. ( 12 )These restricted stock units, granted on February 14, 2022, vest in four equal annual installments beginning on February 17, 2023. ( 13 )Includes approximately 1,617 dividend-equivalent restricted stock units accrued between March and December 2023. ( 14 )These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024. ( 15 )Includes approximately 2,685 dividend-equivalent restricted stock units accrued between March and December 2023.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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