Form 4: KeyCorp Director Alexander M. Cutler Reports Changes in Beneficial Ownership

Director Alexander M. Cutler reports acquisition of deferred shares in KeyCorp through the Directors' Deferred Share Plan.

Summary

• On March 31, 2025, Alexander M. Cutler, a director of KeyCorp, reported changes in beneficial ownership of KeyCorp common shares.
• Cutler acquired 1,407 deferred shares through the Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2019 Equity Compensation Plan at a price of $15.99 per share.
• These deferred shares are the economic equivalent of common shares and payment has been deferred until the earlier of July 1, 2028, or the death of the participant.
• Following the transaction, Cutler beneficially owns 284,433 common shares directly and 55,997 derivative securities (deferred shares), which includes approximately 705 dividend-equivalent deferred shares accrued in March 2025.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive as it reflects a director's continued investment in the company, which is generally viewed favorably.

Positives

• The acquisition of deferred shares indicates the director's continued investment and confidence in KeyCorp.

Future Outlook

The report does not contain any specific forward-looking statements regarding KeyCorp's future performance.

Industry Context

Directors often receive equity compensation as part of their overall remuneration, aligning their interests with those of shareholders. Deferred share plans are a common mechanism for this.

Comparison to Industry Standards

• Deferred compensation plans for directors are common in the financial services industry.
• Companies like JPMorgan Chase and Bank of America also utilize similar equity-based compensation plans for their directors to incentivize long-term value creation.

Stakeholder Impact

• The transaction signals to shareholders that a director is invested in the company's long-term success.

Key Dates

Keywords

beneficial ownership, KeyCorp, deferred shares, director, Form 4, Cutler, equity compensation plan