KEY 8-K Current Reports

KeyCorp 8-K Report, Corporate Update (Nov 2, 2026)

KeyCorp (KEY) filed a Form 8-K dated November 2, 2026 to report that it issued $1,000,000,000 aggregate principal amount of its 5.889% Fixed-to-Floating Rate Senior Medium Term Notes, Series U, due November 2, 2032. The Notes were registered under the Securities Act of 1933 pursuant to a Registration Statement on Form S-3 (File No. 333-296536). The filing is a routine disclosure of a debt issuance under Item 8.01 (Other Events). It contains no earnings, guidance, or other operating results. The issuance adds $1.0 billion of senior unsecured debt with a fixed rate of 5.889% for the first period, converting to a floating rate thereafter, with a maturity date of November 2, 2032. In connection with the sale, Squire Patton Boggs (US) LLP provided a legal opinion on the validity of the Notes, filed as Exhibit 5.1, and the filing includes the cover page interactive data file as Exhibit 104. The 8-K was signed by Andrea R. McCarthy, Assistant Secretary.

Nov 2, 2026 8-K

KeyCorp 8-K Report, Financial Results (Oct 20, 2026)

KeyCorp reported third-quarter 2026 net income from continuing operations attributable to Key common shareholders of $537 million, or $0.51 per diluted common share, up from $472 million, or $0.44 per diluted share, in the second quarter of 2026 and $454 million, or $0.41 per diluted share, in the third quarter of 2025. Record revenue was $2.04 billion, up 8% year-over-year and 4% sequentially, and the net interest margin was 2.95%, up 20 basis points year-over-year and 6 basis points sequentially. Return on average tangible common equity from continuing operations was 15.11%, and management reiterated its goal of a return on tangible common equity of 15%+ by the end of 2027. Average deposits rose $3.6 billion sequentially to $151.2 billion, while average loans held for investment rose $1.5 billion to $111.6 billion. Investment banking and debt placement fees increased 27% sequentially to $214 million. Credit quality improved, with net charge-offs of $89 million (0.32% of average total loans) versus $115 million in the prior quarter, and nonperforming assets of $627 million versus $818 million at June 30, 2026. The Common Equity Tier 1 ratio was an estimated 11.1% at September 30, 2026, compared with 11.2% at June 30, 2026, and the company repurchased $320 million of common shares during the quarter. The supplemental presentation states that KeyCorp expects to repurchase $1.3 billion of shares in 2026 and gives updated 2026 outlook figures, including GAAP tax rate of about 22% and ROTCE of 16% to 19%. The filing furnishes the earnings press release, supplemental information package, and financial statements, including consolidated balance sheets and income statements, under Item 2.02. Tangible book value per share was $12.35, down from $13.62 at June 30, 2026, and the company reported period-end book value of $15.01.

Oct 20, 2026 8-K

KeyCorp 8-K Report, Regulation FD Disclosure (Sep 25, 2026)

KeyCorp filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish an investor presentation, KeyCorp Investor Meetings: Europe, posted to its website on September 25, 2026 and attached as Exhibit 99.1. The filing states the presentation may be used in conversations with investors and analysts, and that the information is furnished rather than filed for purposes of Section 18 of the Exchange Act. The presentation reports 2Q26 results: 1H26 diluted EPS of $0.88 (up 28% versus 1H25), revenue of $3,917 million (up 8%), noninterest expense of $2,398 million, a 13.0% return on tangible common equity for 1H26, and a marked CET1 ratio of 9.8%. Management reiterates a 3.25%+ net interest margin and 15%+ ROTCE target by 4Q27, with a 2026 outlook calling for net interest income up 9 to 11% and noninterest income up 4 to 5% on a GAAP basis. Management also expects to repurchase at least $1.3 billion of shares in 2026 and cites a $3.0 billion board-authorized repurchase program. The presentation emphasizes fee-based growth, including Investment Banking, Wealth (record $74 billion AUM at 6/30/2026), Commercial Payments and CRE servicing, alongside credit metrics showing a 42 bps 2Q26 net charge-off ratio against a 10-year average of 30 bps. It also describes the completed Clearwater Corporate Finance LLP acquisition (closed August 2026) and projects $60 to $70 million of revenue from it in 2027.

Sep 25, 2026 8-K

KeyCorp 8-K Report, Regulation FD Disclosure (Sep 14, 2026)

KeyCorp filed this Form 8-K to furnish the slides it will use at the Barclays Global Financial Services Conference on September 14, 2026, where management will review its performance, strategy, and outlook. The information is furnished under Item 7.01 (Regulation FD) and is not deemed filed under Section 18 of the Exchange Act. A live audio webcast and a later recording are available at www.key.com/ir. The presentation, delivered by Chief Financial Officer Clark Khayat, updates full-year 2026 guidance against 2025 baselines on an operating basis. Revenue is expected to be up about 8%, previously up 7% to 8%. Net interest income is guided up 9% to 11%, and the fourth-quarter 2026 exit net interest margin is expected at 3.00% to 3.05%. Noninterest income is now guided up 4% to 5%, previously 3% to 4%, while adjusted noninterest income is up 6% to 7%, previously 5% to 6%. Adjusted noninterest expense is guided up about 4%, previously 3% to 4%. Credit and balance sheet guidance includes average loans up 4% to 5% and average commercial loans up 8% to 10%, with net charge-offs of 40 to 45 basis points of average loans. The slides also list a GAAP tax rate of about 22% and a tax-equivalent effective rate of about 23%. Selected items show no items in the first and second quarters of 2026, and small FDIC special assessment charges in the third and fourth quarters of 2025.

Sep 14, 2026 8-K

KeyCorp 8-K Report, Corporate Update (Aug 14, 2026)

KeyCorp (NYSE: KEY) filed a Form 8-K on August 14, 2026 to disclose that it has given notice of its intention to redeem all 525,000 depositary shares of its Series D Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock on September 15, 2026. The filing states that 525,000 depositary shares, representing 21,000 shares of Preferred Stock, are outstanding, with an aggregate liquidation preference of $525,000,000. Each share will be redeemed for cash at $25,312.50 ($1,012.50 per depositary share), equal to the $25,000 per share liquidation preference plus accumulated and unpaid dividends and distributions through the redemption date. Once redeemed, the Preferred Stock will no longer be outstanding and holders' rights will terminate, except the right to receive the redemption price. The shares are held in book-entry form through the Depository Trust Company and will be redeemed under DTC procedures. Computershare, KeyCorp's transfer agent, will act as redemption agent. The accompanying press release (Exhibit 99.1) also states that KeyCorp had approximately $191 billion in assets at June 30, 2026, and operates approximately 950 branches and 1,100 ATMs across 15 states. The filing is a routine capital-management notice and does not disclose new financial results or changes to guidance.

Aug 14, 2026 8-K

KeyCorp 8-K Report, Financial Results (Jul 21, 2026)

KeyCorp reported second quarter 2026 net income from continuing operations attributable to Key common shareholders of $472 million, or $0.44 per diluted common share, compared with $486 million, or $0.44, in the first quarter of 2026 and $387 million, or $0.35, in the second quarter of 2025. Total revenue (taxable-equivalent) was $1.96 billion, up 6.7% year-over-year and 0.6% sequentially. Net interest income (TE) rose to $1.26 billion, with net interest margin of 2.89%, up 2 basis points sequentially and 23 basis points year-over-year. Noninterest expense was $1.22 billion, up 5.5% year-over-year, and the cash efficiency ratio was 61.9%. Return on average tangible common equity from continuing operations was 12.89%. Asset quality showed net loan charge-offs of $115 million, or 0.42% of average total loans, up from 0.38% in the first quarter. Nonperforming loans rose to $809 million, or 0.73% of period-end portfolio loans, from $682 million in the first quarter. The allowance for credit losses was 1.56% of period-end loans, and the company recorded a $23 million reserve release during the quarter. Key's Common Equity Tier 1 ratio was an estimated 11.2% at June 30, 2026, and the company repurchased $341 million of common shares during the quarter. Management reiterated a target of return on tangible common equity exceeding 15% by year-end 2027 and highlighted growth in investment banking, commercial payments, and wealth management, with assets under management at a record $74.2 billion. The supplemental materials state that the company expects to repurchase at least $1.3 billion of shares in 2026, and the Board authorized $3 billion of common share repurchases. Updated 2026 outlook calls for revenue growth of 7% to 8% on an operating basis and average loan growth of 4% to 5%.

Jul 21, 2026 8-K

KeyCorp 8-K Report, Corporate Update (Jun 10, 2026)

On June 10, 2026, KeyCorp updated its Medium-Term Note Program, under which it may issue from time to time Senior Medium-Term Notes, Series U, and Subordinated Medium-Term Notes, Series V. The filing is a procedural disclosure under Item 8.01 (Other Events) and does not state any offering size, pricing, coupon, maturity, or proceeds for specific notes. The Series U Notes will be issued under a Senior Indenture dated as of June 10, 1994, as amended by supplemental indentures dated November 14, 2001, November 13, 2013, and May 23, 2022, between KeyCorp and Deutsche Bank Trust Company Americas as Senior Note Trustee. The Series V Notes will be issued under a Subordinated Indenture with the same 1994 base indenture and 2001 and 2013 supplements, plus a Third Supplemental Indenture dated June 16, 2023, with Deutsche Bank as Subordinated Note Trustee. Both programs are supported by an Officers' Certificate and Company Order dated June 10, 2026. The Notes are registered under the Securities Act of 1933 by a Form S-3 registration statement (File No. 333-296536) filed June 5, 2026. Exhibits include a Distribution Agreement dated June 10, 2026 with the named Agents, two Officers' Certificates and Company Orders, specimen forms of fixed rate, floating rate, fixed rate reset, fixed rate/floating rate, and master global notes for both series, and the Inline XBRL cover page file.

Jun 10, 2026 8-K

KeyCorp 8-K Report, Corporate Update (Jun 3, 2026)

KeyCorp filed this Form 8-K on June 3, 2026 solely to recast segment financial information and related disclosures in its 2025 Form 10-K, which was originally filed on February 23, 2026. The recast reflects a change effective January 1, 2026, under which the residual impact of centrally managed interest rate risk is reported in the Other segment rather than in net interest income for the Consumer Bank and Commercial Bank segments. The filing states that this is not an amendment or restatement and has no impact on consolidated financial statements for any period presented. The filing also updates certain noninterest income line items in Notes 23 and 25 to align with the company's segment allocation methodologies, which the company says may be refined periodically. Exhibit 99.1 contains the recast Part II, Item 7 (MD&A) and Item 8 (Financial Statements) of the 2025 Form 10-K, and the auditor's report is dual-dated for the recast presentation. Ernst & Young's consent is filed as Exhibit 23.1. For investors, the 8-K does not add new operating results or update the 2025 Form 10-K for later events. The filing cites 2025 baseline figures from the MD&A, including net interest income (TE) of $4.7 billion, a net interest margin of 2.69%, and Common Equity Tier 1 and Tier 1 risk-based capital ratios of 11.78% and 13.46%. For developments after the 2025 Form 10-K, the filing directs readers to the Form 10-Q for the first quarter of 2026, filed May 5, 2026.

Jun 3, 2026 8-K

Leadership ChangesShareholder MattersOther Events+1

KeyCorp 8-K Report, Regulation FD Disclosure (May 29, 2026)

KeyCorp filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to report that on May 29, 2026 it posted an investor presentation for its Europe June 2026 investor meetings to its website. The presentation is furnished as Exhibit 99.1, and the filing states that the information is not deemed "filed" for purposes of Section 18 of the Exchange Act. The filing itself contains no new financial results; the substance is in the attached presentation, which covers 1Q26 results and 2026 outlook. Per the presentation, 1Q26 diluted EPS from continuing operations was $0.44, up 33% year over year, with revenue of $1,953 million and return on tangible common equity of 13.0%. The company reiterates a 4Q27 target of a 3.25%+ net interest margin and 15%+ ROTCE, and a long-term ROTCE range of 16-19%. For 2026, it guides to revenue up about 7%, net interest income up 9-10% (raised from 8-10%), and average loans up 2-4% (raised from 1-2%). The Board authorized up to $3.0 billion in share repurchases in May 2026, and management expects to repurchase at least $1.3 billion of shares in 2026, up from a prior $1.2 billion guide. The presentation also highlights the balance sheet and credit profile: a marked CET1 ratio of 10.0% and a 38 bps NCO ratio for 1Q26, against a 10-year average of 30 bps. It notes a pending agreement to acquire Clearwater Corporate Finance LLP (Clearwater UK), expected to close in the second half of 2026, subject to customary conditions.

May 29, 2026 8-K

KeyCorp 8-K Report, Executive Changes (May 14, 2026)

KeyCorp's May 14, 2026 Form 8-K reports results from its 2026 Annual Meeting of Shareholders and two announcements made on May 13, 2026. Shareholders approved the KeyCorp 2026 Equity Compensation Plan, which allows equity-based awards such as stock options, restricted shares, restricted share units, and performance awards to employees and non-employee directors. The plan also raises the annual limit on non-employee director equity and cash compensation from $500,000 to $750,000. All fourteen nominated directors were elected, Ernst & Young LLP was ratified as independent auditor for 2026, and shareholders approved executive compensation on an advisory basis. On May 13, 2026, KeyCorp's Board authorized a new share repurchase program of up to $3.0 billion of common shares. The new authorization replaces the existing $1.0 billion program, which had approximately $280 million of common stock repurchases remaining. Repurchases may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 plans, and their timing and amount will depend on market conditions, the stock price, regulatory requirements, and liquidity priorities. The same press release declared second-quarter 2026 dividends, including a cash dividend of $0.205 per common share payable June 15, 2026, to holders of record on June 2, 2026, and dividends on five series of preferred stock payable on the same date. The company described itself as having approximately $189 billion in assets at March 31, 2026.

May 14, 2026 8-K

Leadership ChangesExhibits & Filings

KeyCorp 8-K Report, Financial Results (Apr 16, 2026)

KeyCorp reported first quarter 2026 net income from continuing operations attributable to Key common shareholders of $486 million, or $0.44 per diluted common share, up from $370 million, or $0.33 per diluted share, in the first quarter of 2025. Fourth quarter 2025 results were $474 million, or $0.43 per diluted share, or $458 million and $0.41 per diluted share on an adjusted basis excluding a $16 million after-tax benefit from the updated FDIC special assessment. Total revenue (taxable-equivalent) was $1.95 billion, up 10.2% year-over-year, with net interest income up 11.3% and noninterest income up 8.2%. Net interest margin rose to 2.87%, up 29 basis points year-over-year and 5 basis points sequentially. Noninterest expense was $1.18 billion, up 4.4% year-over-year, and the cash efficiency ratio improved to 60.4%. Credit metrics were stable. Net loan charge-offs were $101 million, or 0.38% of average total loans, and nonperforming assets were $692 million, or 0.63% of period-end portfolio loans plus OREO. The allowance for credit losses was $1.7 billion, or 1.60% of period-end loans. Average loans grew to $107.7 billion, with commercial loans up while consumer loans declined. Average deposits fell to $147.3 billion, reflecting the intentional runoff of brokered CDs, and the cost of total deposits declined to 1.65%. Capital and shareholder returns remained central to the story. The Common Equity Tier 1 ratio was an estimated 11.4% at March 31, 2026, and the marked CET1 ratio was 10.0%. Key repurchased $389 million of common shares during the quarter and plans to repurchase at least $1.3 billion in 2026. Management reiterated 2026 guidance for revenue growth of about 7% and a 4Q27 return on tangible common equity target of 16% to 19%.

Apr 16, 2026 8-K

KeyCorp 8-K Report, Executive Changes (Mar 2, 2026)

KeyCorp's Form 8-K, dated March 2, 2026, reports that Amy G. Brady, the Company's Chief Information Officer, informed the Company on February 24, 2026 of her intention to resign, effective March 2, 2026, citing personal health considerations. In connection with the resignation, KeyCorp and Ms. Brady entered into a transition letter under which she will remain employed as a non-executive employee through May 31, 2026 (the "Termination Date") to assist with the orderly transfer of her duties and responsibilities. Under the transition letter, Ms. Brady will receive salary continuation and continued participation in the Company's standard health and welfare benefit plans for one year following the Termination Date. She will also be eligible for an incentive compensation award for the 2026 performance year and will continue to vest in her Capital and Earnings Improvement Award granted December 30, 2024, subject to the award's terms. The one-year post-vesting holding requirement on that award will be waived upon vesting. Receipt of these payments and benefits is conditioned on Ms. Brady executing and not revoking a general release of claims in favor of the Company. For investors, the filing is a senior executive transition disclosure rather than a financial report. It identifies no financial results, guidance, or dollar amounts for the payments. The full terms are in the transition letter, filed as Exhibit 10.1.

Mar 2, 2026 8-K

KeyCorp 8-K Report, Regulation FD Disclosure (Feb 9, 2026)

KeyCorp filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish slides for a presentation at the UBS Financial Services Conference on February 9, 2026. The presentation, delivered by Ken Gavrity, Head of the Commercial Bank, reviews the Commercial Bank's performance, strategy, and outlook. The filing states the slides (Exhibit 99.1) are posted on KeyCorp's website and that a live audio webcast and a recording will be available at www.key.com/ir. The information is furnished rather than filed, so it is not subject to Section 18 liabilities. The slides highlight the Commercial Bank's scale and growth. The company reports approximately $58 billion in commercial deposits and about $2.1 billion in 2025 total revenue for the Commercial Bank, with Commercial Banking revenue of $1.04 billion and deposits of $58.1 billion in 2025, compared with $823 million and $36.4 billion in 2019. Commercial payments fees grew from $13.4 billion to $18.3 billion in gross fees over 2019 to 2025 (presented in billions), and the company says embedded banking revenue and fee growth reached about 2x. Operating deposits make up 88% of commercial deposits, and 98% of deposits are attached to an operating account. The presentation also sets out growth targets: about 10% growth in bankers, double-digit improvements in banker productivity and cost to serve, and high single-digit to low double-digit growth in commercial payments fees. It notes a cumulative commercial deposit beta of about 70% indexed to 3Q24, middle market presence in 11 of the top 20 MSAs, and a 9% increase in middle market commercial payments revenue CAGR context. The slides include forward-looking statements and non-GAAP disclaimers referring investors to KeyCorp's SEC filings and earnings releases.

Feb 9, 2026 8-K

Earnings & ResultsLeadership ChangesOther Events+1

KeyCorp 8-K Report, Corporate Update (Jan 28, 2026)

KeyCorp filed this Form 8-K dated January 28, 2026 to report that on that date it issued $750,000,000 aggregate principal amount of its 5.305% Fixed-to-Floating Rate Senior Medium Term Notes, Series S, due January 28, 2037 (the Notes). The Notes were registered under the Securities Act of 1933 pursuant to the company's Form S-3 registration statement (File No. 333-272573). The filing is a notice of a debt issuance rather than a report of operating results. It states that the legal opinion of Squire Patton Boggs (US) LLP, as counsel, on the validity of the Notes is filed as Exhibit 5.1, and Exhibit 104 is the cover page interactive data file. The filing does not include financial results, guidance, or other performance metrics. For investors, the key facts are the size and tenor of the offering: $750 million of senior unsecured debt maturing in ten years, with a fixed coupon of 5.305% for an initial period that converts to a floating rate thereafter.

Jan 28, 2026 8-K

KeyCorp 8-K Report, Financial Results (Jan 20, 2026)

KeyCorp reported fourth-quarter 2025 net income from continuing operations attributable to Key common shareholders of $474 million, or $.43 per diluted common share, or adjusted net income of $458 million, or $.41 per diluted common share. For full-year 2025, revenue (TE) was $7.5 billion, up 16% year-over-year on an adjusted basis, and the company described it as a record. Net interest margin rose to 2.82% in the fourth quarter, up 7 basis points from the third quarter, and net charge-offs declined to 0.39% of average total loans. Common Equity Tier 1 was an estimated 11.7% at December 31, 2025, and KeyCorp repurchased $200 million of common shares during the quarter. The company also provided 2026 outlook ranges, including net interest income (TE) up 8 to 10%, adjusted noninterest expense up 3 to 4%, and a 4Q27 return on tangible common equity target of 16 to 19%. Management stated it expects to increase capital returns in 2026, and the press release refers to planned share repurchases of $1.2 billion or more in 2026, as shown in the supplemental slides. On governance, Ruth Ann Gillis and Carlton Highsmith will retire from the Board at the 2026 Annual Meeting, and the Board will nominate Antonio DeSpirito and Christopher L. Henson as independent directors. Todd Vasos was appointed Lead Independent Director, succeeding Alexander M. Cutler, who remains an independent director. The Board size will remain at 14 directors.

Jan 20, 2026 8-K

KeyCorp 8-K Report, Executive Changes (Jan 16, 2026)

KeyCorp (KEY) filed this Current Report on Form 8-K, dated January 13, 2026, to disclose a change in its Board of Directors. David K. Wilson informed KeyCorp on January 13, 2026, of his decision to retire from the Board of Directors for personal health reasons, effective immediately. In connection with Mr. Wilson's retirement, the Board approved a reduction in its size to 14 members, effective January 15, 2026. The filing reports no financial results, operating metrics, or other financial figures. For investors, the filing is a governance update rather than a financial disclosure. It shows a board seat vacated for health reasons and the board shrinking to 14 members, with no other terms or financial impact stated in the filing.

Jan 16, 2026 8-K

KeyCorp 8-K Report, Corporate Update (Dec 23, 2025)

KeyCorp filed a Form 8-K on December 23, 2025 under Item 8.01 (Other Events) to report that it had filed a prospectus supplement to its Form S-3 registration statement (No. 333-272573). The supplement registers 161,968,762 common shares, par value $1.00 per share, issued to The Bank of Nova Scotia (BNS) under the Investment Agreement dated August 12, 2024 between the two companies. The filing states that the Investment Agreement required the prospectus supplement to be filed no later than December 27, 2025. The filing is largely administrative. It adds a legal opinion from Squire Patton Boggs (US) LLP as Exhibit 5.1, which is incorporated by reference into the Registration Statement, along with the related auditor consent (Exhibit 23.1, included in Exhibit 5.1) and the Inline XBRL cover page file (Exhibit 104). No new financial results, operating metrics, or transaction terms beyond the share count and the filing deadline are disclosed. For investors, the key takeaway is that the registration of these BNS-held shares makes them eligible for resale in the public market, which may be relevant to share supply and trading dynamics. The filing itself does not state the sale terms, timing, or any intention by BNS to sell.

Dec 23, 2025 8-K

KeyCorp 8-K Report, Regulation FD Disclosure (Dec 9, 2025)

On December 9, 2025, KeyCorp furnished under Item 7.01 an investor presentation, attached as Exhibit 99.1, for use at the Goldman Sachs 2025 U.S. Financial Services Conference. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act. The presentation was delivered by Chairman and CEO Chris Gorman and states that KeyCorp expects 2025 to be a record revenue year and is on pace to meet or exceed all full-year financial targets while making meaningful investments in its franchise. The presentation's headline full-year 2025 targets are adjusted total revenue (taxable equivalent) growth of 15%+ year over year, net interest income (taxable equivalent) growth of 22%+, and adjusted noninterest income growth of 6.5%+. Growth rates are measured against a 2024 non-GAAP base that excludes $1,836MM of losses on sale of securities and the Scotiabank investment agreement valuation. The company cites a 3Q25 return on tangible common equity (ROTCE) of 12.5%, a long-term target of 15%+, and an expected run rate of 16% to 19% by year-end 2027. Marked Common Equity Tier 1 was 10.3% in 3Q25, adjusted for unrealized AFS securities and pension losses. On capital return, KeyCorp expects to have repurchased approximately $200MM of shares in 4Q25 and has approximately $800MM remaining on its existing repurchase authorization. The presentation also states that KeyCorp is not pursuing depository institution acquisitions. The presentation's non-GAAP measures are referenced to KeyCorp's most recent earnings release, and forward-looking non-GAAP measures are not reconciled to GAAP.

Dec 9, 2025 8-K

KeyCorp 8-K Report, Corporate Update (Nov 25, 2025)

KeyCorp (NYSE: KEY) disclosed in a Form 8-K filed November 25, 2025 that its subsidiary, KeyBank National Association (the "Bank"), delivered a redemption notice to Deutsche Bank Trust Company Americas, as fiscal and paying agent, to redeem all of its outstanding 4.700% Fixed Rate Senior Bank Notes due January 26, 2026 (CUSIP No. 49327M3G7). The redemption date is December 29, 2025, and holders will receive 100% of the outstanding principal amount plus accrued and unpaid interest to, but excluding, the redemption date. The announcement is a debt-management event at the bank subsidiary level rather than a change to KeyCorp's operations, earnings outlook, or capital distributions. The filing does not state the principal amount of the notes being redeemed, the reason for the redemption, or any financial impact on KeyCorp. The filing was made under Item 8.01 (Other Events) and attaches a press release dated November 25, 2025 (Exhibit 99.1). The press release describes KeyBank as having approximately $187 billion in assets at September 30, 2025, operating in 15 states through about 1,000 branches and about 1,200 ATMs.

Nov 25, 2025 8-K

KeyCorp 8-K Report, Regulation FD Disclosure (Nov 5, 2025)

KeyCorp filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish slides for its presentation at the BancAnalysts Association of Boston Conference on Thursday, November 6, 2025. The presentation, attached as Exhibit 99.1, covers KeyCorp's performance, strategy, and outlook, with a focus on the Consumer Bank. The filing states that the slides are posted on KeyCorp's investor relations website, with a live audio webcast and a later recording also available there. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act. The slides describe the Consumer Bank as a relationship-driven franchise with roughly 2MM+ households, 250k+ business clients, about $80Bn in retail and business banking deposits, and a Wealth Management business with $68Bn in AUM and about $8Bn in deposits, both as of 3Q25. The Consumer Bank is cited as holding about $88Bn of deposits, with an estimated roughly $1Bn in total 2025E consumer fees, of which 85% are described as recurring. Management highlights that relationship households generate about 4x higher revenue and that new relationship households have 2x the deposits and half the attrition of new non-relationship households. The slides frame the forward plan around growing relationship households by about 3% annually and reaching $100Bn of AUM by 2030, an goal the filing states assumes returns consistent with long-run historical market averages. The presentation also cites a rise in AUM sales from $5.3Bn in 2019 to $11.4Bn on an annualized 3Q25 year-to-date basis, and an increase in Mass Affluent AUM of +160%.

Nov 5, 2025 8-K

KeyCorp 8-K Report, Financial Results (Oct 16, 2025)

KeyCorp reported third-quarter 2025 net income from continuing operations attributable to Key common shareholders of $454 million, or $.41 per diluted common share, compared with $387 million, or $.35 per diluted share, in the second quarter of 2025 and a net loss from continuing operations of $(447) million, or $(.47) per diluted share, in the third quarter of 2024. Adjusted net income was $450 million, or $.41 per diluted share. Total revenue (TE) was $1.895 billion, up from $1.840 billion in the prior quarter. Net interest margin (TE) rose to 2.75%, up 9 basis points sequentially, and net interest income (TE) was $1.193 billion. Noninterest income was $702 million, and noninterest expense was $1.177 billion. The provision for credit losses was $107 million, and net loan charge-offs were $114 million, or 0.42% of average total loans. Credit and capital metrics were stable to improving. Nonperforming assets declined to $668 million from $707 million sequentially, and the Common Equity Tier 1 ratio was 11.8% at September 30, 2025, an estimate, compared with 11.7% at June 30, 2025. Average deposits were $150.4 billion, up 2.0% sequentially, and the total cost of deposits declined to 1.97%. Book value per common share rose to $15.86 from $15.32, and tangible book value per share was $13.38. Return on average tangible common equity from continuing operations was 12.51%, compared with 11.09% in the prior quarter. The filing furnishes the earnings press release, a supplemental information package for the conference call, and consolidated balance sheets and income statements as Exhibit 99.3. Management's commentary highlights assets under management of $68 billion, client deposit growth, and a stated expectation of reaching a return on tangible common equity of 15% or better within the next few years.

Oct 16, 2025 8-K

Regulation FD

KeyCorp 8-K Report, Regulation FD Disclosure (Sep 26, 2025)

KeyCorp filed this Form 8-K on September 26, 2025 under Item 7.01 (Regulation FD Disclosure) to furnish an investor presentation for its Europe September 2025 investor meetings, posted to its Investor Relations website. The filing itself contains no new financial results; the substance is in Exhibit 99.1, which is furnished rather than filed under Section 18. The presentation is the source of the figures below. The presentation describes a relationship-based, "Regional Bank with National Reach and Scale" with $185 billion in assets, $147 billion in deposits, $106 billion in loans and $64 billion in assets under management as of June 30, 2025. For 1H25, diluted EPS was $0.69 (up 47% versus 1H24), revenue (TE) was $3.61 billion (up 18%), and the cash efficiency ratio improved to 63.0%. Management reiterated 2025 outlook ranges, including average loans up 1-3%, net interest income (TE) up 20-22%, adjusted noninterest income up 5%+ and adjusted noninterest expense up 3-5%, and a medium-term net interest margin target of 3.25%+. The Board authorized a $1 billion share repurchase program. Capital and credit metrics are central to the pitch: the CET1 ratio was 11.7% and the marked CET1 ratio 10.0% at 2Q25, with a 9.5%-10% target operating range for marked CET1. Net charge-offs were 41 basis points of average loans in 1H25 against a 10-year average of 29 basis points, and the presentation notes a credit ratings upgrade from Fitch and a positive outlook from Moody's.

Sep 26, 2025 8-K

KeyCorp 8-K Report, Financial Results (Jul 22, 2025)

KeyCorp reported second quarter 2025 net income from continuing operations attributable to Key common shareholders of $387 million, or $.35 per diluted common share, compared with $370 million, or $.33 per diluted common share, in the first quarter of 2025 and $237 million, or $.25 per diluted common share, in the second quarter of 2024. Total revenue (TE) was $1.84 billion, up 3.8% from the first quarter and 20.6% from the year-ago quarter, driven by net interest income (TE) of $1.15 billion, up 27.9% year over year, with net interest margin of 2.66%. Noninterest income rose 10.0% year over year to $690 million, led by a $52 million increase in investment banking and debt placement fees, while noninterest expense increased 7.0% to $1.15 billion, primarily on higher personnel costs tied to incentive compensation. Credit metrics were stable to improved. Net loan charge-offs were $102 million, or 0.39% of average total loans, down from $110 million in the first quarter, and the provision for credit losses rose to $138 million. Nonperforming loans were $696 million, or 0.65% of period-end portfolio loans. Average loans were $105.7 billion and average deposits were $147.4 billion, with the cost of total deposits at 1.99%. Capital remained above well-capitalized benchmarks, with an estimated Common Equity Tier 1 ratio of 11.7% at June 30, 2025, and assets of approximately $185 billion. The filing furnishes the earnings press release, a supplemental information package, and financial statements as exhibits.

Jul 22, 2025 8-K

Regulation FD

KeyCorp 8-K Report, Regulation FD Disclosure (Jun 10, 2025)

KeyCorp filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce that it will review its performance, strategy, and outlook at the Morgan Stanley U.S. Financials Conference on June 11, 2025. The accompanying Exhibit 99.1 is a slide presentation on the company's Commercial Bank, which the company will post on its investor relations website along with a live audio webcast and a later recording. Per the filing, the information is furnished rather than filed for purposes of Section 18 of the Securities Exchange Act of 1934. The presentation, delivered by Ken Gavrity, Head of the Commercial Bank, focuses on the Middle Market and Commercial Payments businesses. It reports approximately $58 billion in commercial deposits in 2024, about 4.6 thousand Middle Market customers, and roughly 8.3 thousand Commercial clients. It also states average return on equity of approximately 17-20% across the Middle Market business for FY2022 through FY2024, and about 10% Commercial Payments revenue CAGR over the last five years. Total Key revenue for 2024 excludes a securities repositioning loss of $1.8 billion. The deck emphasizes growth in payments and embedded banking, including 325% growth in API clients and 71% growth in embedded banking clients from December 2023 to March 2025. It also cites investment priorities such as market expansion into Chicago and Southern California, and a roughly 25% increase in the business-focused risk team from January 2024 to March 2025.

Jun 10, 2025 8-K

Shareholder Matters

KeyCorp 8-K Report, Shareholder Vote Results (May 19, 2025)

KeyCorp's Form 8-K, dated May 19, 2025, reports the final voting results from its 2025 Annual Meeting of Shareholders, held May 15, 2025. Shareholders elected all fifteen director nominees, and each received more votes FOR than AGAINST. The filing does not include financial results, guidance, or other operating information. Shareholders also ratified the appointment of Ernst & Young LLP as independent auditors for fiscal 2025, with 958,003,101 votes FOR, 30,704,300 AGAINST, and 1,128,768 ABSTAIN. In a non-binding advisory vote, shareholders approved KeyCorp's executive compensation as described in the proxy statement filed March 28, 2025. That proposal received 570,696,333 votes FOR and 332,498,701 AGAINST, with 2,099,656 ABSTAIN, a noticeably closer result than the other two proposals. For investors, the filing shows broad shareholder support for the board slate and the auditor, while the say-on-pay tally drew a substantially larger AGAINST count. Broker non-votes of 84,541,479 were recorded on each director election and on the say-on-pay proposal.

May 19, 2025 8-K

KeyCorp 8-K Report, Financial Results (Apr 17, 2025)

KeyCorp reported first-quarter 2025 net income from continuing operations attributable to Key common shareholders of $370 million, or $.33 per diluted common share, compared with a net loss from continuing operations of $(279) million, or $(.28) per diluted share, in the fourth quarter of 2024 and net income of $183 million, or $.20 per diluted share, in the first quarter of 2024. The Q4 2024 results were depressed by a $915 million pretax loss on the sale of securities as part of the available-for-sale portfolio repositioning. Total revenue (TE) was $1.8 billion, up 15.7% year-over-year, while noninterest expense of $1,131 million was down 1.0% year-over-year. Net interest income (TE) rose 4.1% quarter-over-quarter to $1,105 million, and the net interest margin increased 17 basis points to 2.58%. Credit metrics improved sequentially. Nonperforming loans fell 9.5% to $686 million and net loan charge-offs declined 3.5% to $110 million, or 0.43% of average total loans. The provision for credit losses rose to $118 million from $39 million in the fourth quarter, reflecting a reserve build tied to economic uncertainty, partly offset by improved credit migration trends. Average loans were $104.4 billion, down 6.0% year-over-year, while average deposits of $148.5 billion were up 4.0% year-over-year. Capital remained strong, with the estimated Common Equity Tier 1 ratio at 11.8% at March 31, 2025, versus 10.3% a year earlier. Book value per share rose to $14.89 and the Board authorized a new repurchase program of up to $1 billion of common shares in March 2025. The company's 2025 outlook, presented in its supplemental materials, was described as unchanged.

Apr 17, 2025 8-K

Other Events

KeyCorp 8-K Report, Corporate Update (Mar 13, 2025)

KeyCorp (NYSE: KEY), headquartered in Cleveland, Ohio, reported in this Form 8-K filed March 13, 2025 that its Board of Directors has authorized a share repurchase program allowing the company to buy up to $1.0 billion of KeyCorp common shares. Under the accompanying press release (Exhibit 99.1), repurchases may be made in the open market or in privately negotiated transactions. The company stated it intends to begin repurchasing shares in the second half of 2025. The timing and price of repurchases, and the actual number of shares bought, will be at KeyCorp's discretion and depend on factors including general market conditions, the stock price, regulatory requirements and limitations, corporate liquidity requirements and priorities, and other factors. The release also notes that KeyCorp had assets of approximately $187 billion at December 31, 2024, and that it operates in 15 states through approximately 1,000 branches and approximately 1,200 ATMs, with KeyBanc Capital Markets providing corporate and investment banking services to middle market companies. The filing is an 8.01 Other Events disclosure and includes standard forward-looking statement cautions referencing KeyCorp's 2024 Form 10-K.

Mar 13, 2025 8-K

KeyCorp 8-K Report, Corporate Update (Mar 4, 2025)

KeyCorp filed this Current Report on Form 8-K dated March 4, 2025, under Item 8.01 (Other Events). On that date the company issued $750,000,000 aggregate principal amount of its 5.121% Fixed-to-Floating Rate Senior Medium Term Notes, Series S, due April 4, 2031. The Notes were registered under the Securities Act of 1933 pursuant to a Form S-3 registration statement (File No. 333-272573). The filing is a routine debt issuance disclosure rather than a report of earnings or strategic developments. It identifies the Notes' principal amount, coupon structure and maturity, and states that the legal opinion of Squire Patton Boggs (US) LLP on the validity of the Notes is filed as Exhibit 5.1. The filing also lists Exhibit 104, the cover page interactive data file. For investors, the key takeaways are the size of the new senior unsecured funding ($750 million), its fixed-to-floating structure with a 5.121% initial rate, and its April 2031 maturity. The filing contains no financial results, guidance, or other operating information.

Mar 4, 2025 8-K

KeyCorp 8-K Report, Financial Results (Jan 21, 2025)

KeyCorp reported a fourth-quarter 2024 net loss from continuing operations attributable to Key common shareholders of $(279) million, or $(.28) per diluted common share, compared with income of $30 million, or $.03 per diluted share, in the fourth quarter of 2023. Excluding selected items, adjusted net income was $378 million, or $.38 per diluted share. The results were driven by a $915 million loss on the sale of securities tied to a strategic repositioning of the available-for-sale portfolio, which was completed in the quarter. Total revenue (TE) was $865 million, net interest income (TE) rose 10.1% from the third quarter to $1.061 billion, and the net interest margin was 2.41%. Credit and capital metrics were mixed but stable. Net loan charge-offs were $114 million, or 0.43% of average total loans, down from $154 million in the third quarter. Nonperforming loans rose to $758 million, or 0.73% of period-end portfolio loans. The estimated Common Equity Tier 1 ratio was 12.0% at December 31, 2024, reflecting the election of the CECL optional transition provision, and the company stated it remained well-capitalized. Average loans fell 8.1% year over year to $104.7 billion, while average deposits rose 3.2% to $149.7 billion. Investment banking and debt placement fees increased to $221 million. The filing also discloses that Scotiabank's minority investment in Key was completed during the quarter after regulatory approval, which increased common shares outstanding to 1,106,786 thousand at period end. The company declared a quarterly dividend of $.205 per common share for the first quarter of 2025. The accompanying investor presentation outlines 2025 guidance, including expected full-year net interest income of about $3.8 billion and adjusted noninterest expense of $4.52 billion for 2024 as the baseline.

Jan 21, 2025 8-K/A

Leadership ChangesOther EventsExhibits & Filings

KeyCorp 8-K/A Report, Executive Changes (Jan 3, 2025)

KeyCorp filed this amendment to its Form 8-K originally filed on December 31, 2024, solely to correct a scrivener's error in the table of Capital and Earnings Improvement Awards under Item 5.02. The error concerned the value of the awards granted to Andrew J. "Randy" Paine and Angela G. Mago. No other disclosure in the original filing was changed. The underlying disclosure covers share-settled, performance-based equity awards granted on December 30, 2024 under the Amended and Restated 2019 Equity Plan to the executive leadership team, including the named executive officers. The Compensation Committee said the awards are intended to increase executives' long-term stock ownership and to retain talent needed to deliver long-term shareholder value from the Scotiabank strategic minority investment. Vesting will occur in January 2027, based on regulatory capital requirements, pre-determined cumulative earnings per share goals, and CET-1 capital goals over the two-year period from January 1, 2025 through December 31, 2026. The maximum payout is 150% of target, and the total value realizable by any individual executive is capped at 250% of the target grant value. Shares that vest are subject to a one-year holding period. Target grant values as shown in the filing are $7,570,295 for Christopher M. Gorman, $2,928,983 for Clark Khayat, $2,613,551 for Andrew J. "Randy" Paine, $1,982,688 for Angela G. Mago, and $1,622,199 for Amy G. Brady.

Jan 3, 2025 8-K

KeyCorp 8-K Report, Executive Changes (Dec 31, 2024)

On December 27, 2024, KeyCorp (NYSE: KEY) completed the Second Closing of Scotiabank's strategic minority investment, in which The Bank of Nova Scotia purchased KeyCorp common stock for approximately $2.0 billion. The filing states that Scotiabank now owns approximately 14.9% of KeyCorp's common stock, and that Federal Reserve approval for the transaction was received on December 12, 2024. In connection with the closing, the Board increased its size to fifteen directors and appointed Jacqueline Allard and Somesh Khanna, both designated under Scotiabank's director rights in the Investment Agreement. Ms. Allard will serve on the Technology Committee and Mr. Khanna on the Risk Committee. The filing also discloses a securities repositioning completed before the Second Closing: KeyCorp sold an additional $3.0 billion of low-yielding available-for-sale investment securities and terminated approximately $3.0 billion of cash flow hedges. This is expected to produce an after-tax loss of approximately $700 million in the fourth quarter of 2024. The sold securities had a weighted average book yield of approximately 1.5% and an average duration of approximately 8 years, and the proceeds were reinvested in December in securities with an average book yield of 5.5% and an average duration of approximately 4 years. On December 30, 2024, the Compensation Committee granted performance-based "Capital and Earnings Improvement Awards" to the executive leadership team, including the named executive officers. Vesting in January 2027 depends on regulatory capital requirements, cumulative earnings per share goals, and CET-1 capital goals over 2025 and 2026. Maximum payout is 150% of target, with total realizable value capped at 250% of target grant value. Target grant values include $7,570,295 for Chairman and CEO Christopher M. Gorman.

Dec 31, 2024 8-K

KeyCorp 8-K Report, Corporate Update (Dec 13, 2024)

KeyCorp (NYSE: KEY) announced on December 13, 2024 that all required regulatory approvals have been received for completion of The Bank of Nova Scotia's ("Scotiabank") strategic minority investment in the Company, as previously announced on August 12, 2024. The Board of Governors of the Federal Reserve System approved the remaining investment by Scotiabank, which is approximately 10%. The transaction is expected to close in 2024. Scotiabank's initial investment of 4.9% was completed on August 30, 2024. According to the company, the investment will create additional capacity for growth, enabling further investments in targeted scale across its franchise. Chairman and CEO Chris Gorman stated that the company has already seen meaningful results from the first tranche of the investment. The filing notes that the completion will give Scotiabank a significant equity interest in the business and director designation rights following the second closing. The filing's risk disclosures include the risk that the second closing under the Investment Agreement with Scotiabank may not be completed on the anticipated timeline, or at all, and the potential impact of Scotiabank's significant equity interest and director designation rights. KeyCorp reported approximately $190 billion in assets at September 30, 2024.

Dec 13, 2024 8-K

KeyCorp 8-K Report, Financial Results (Oct 17, 2024)

KeyCorp reported a third-quarter 2024 net loss from continuing operations attributable to common shareholders of $(447) million, or $(.47) per diluted common share. Excluding the $(737) million after-tax loss on the sale of securities, or $(.77) per diluted share, adjusted net income was $290 million, or $.30 per diluted share. The loss stemmed from a securities portfolio repositioning that the company says will enhance future earnings, capital, and liquidity starting in the fourth quarter. The press release states that the sale produced a $918 million pretax loss, recorded in other income. Underlying metrics were mixed but mostly stable. Net interest income rose 7% quarter-over-quarter, and average deposits increased 2.5%, while average total loans declined 2.5% to $106.2 billion. Investment banking and debt placement fees rose to $171 million from $126 million in the second quarter. Net loan charge-offs were $154 million, or 0.58% of average total loans, and the provision for credit losses was $95 million. Nonperforming loans were $728 million, or 0.69% of period-end portfolio loans. Capital improved. KeyCorp received the initial $821 million tranche of a strategic minority investment from Scotiabank, and its estimated Common Equity Tier 1 ratio rose to 10.8% and its tangible common equity ratio to 6.2%. The company expects to complete the final tranche of the $2.8 billion equity financing in the first quarter of 2025, subject to Federal Reserve approval. Shares outstanding rose to 991,251 thousand at period end from 943,200 thousand at June 30, 2024, and the company declared a quarterly dividend of $.205 per common share.

Oct 17, 2024 8-K

Other Events

KeyCorp 8-K Report, Corporate Update (Sep 9, 2024)

KeyCorp reported in this Form 8-K, dated September 9, 2024 (event date September 6, 2024), that on September 6, 2024 it initiated a strategic repositioning of its available-for-sale investment securities portfolio. The company sold approximately $7.0 billion of low-yielding investment securities. The investment securities sold had a weighted average book yield of approximately 2.3% and an average duration of approximately 6 years. KeyCorp expects the sale to produce an after-tax loss of approximately $700 million in the third quarter of 2024. For investors, the key takeaway is a one-time, non-operating charge that reduces third-quarter 2024 reported earnings, paired with a move out of lower-yielding securities that carry a long duration. The filing does not state the expected benefit from reinvesting the proceeds or any updated guidance. The filing is brief and is submitted under Item 8.01 (Other Events). It contains no other financial disclosures beyond the figures above.

Sep 9, 2024 8-K

Material AgreementsSecurities & ListingExhibits & Filings

KeyCorp 8-K Report, Corporate Update (Aug 30, 2024)

KeyCorp (KEY) filed this Form 8-K on August 30, 2024 to report that The Bank of Nova Scotia (Scotiabank) completed the initial purchase of KeyCorp common stock under the investment agreement previously announced on August 12, 2024. Scotiabank invested approximately $0.8 billion, and following this purchase it owns approximately 4.9% of KeyCorp's common stock. The filing discloses this under Item 8.01 (Other Events) and attaches a press release as Exhibit 99.1. According to the attached press release, the full strategic minority investment is approximately $2.8 billion, representing approximately 14.9% pro forma common stock ownership, at a fixed price of $17.17 per share. The parties expect to complete the remaining purchase of approximately $2.0 billion upon receipt of Federal Reserve approval, which is expected to occur in the first quarter of 2025. The press release states that KeyCorp had assets of approximately $187 billion at June 30, 2024, and operates through KeyBank National Association in 15 states with approximately 1,000 branches and approximately 1,200 ATMs, with KeyBanc Capital Markets serving middle-market companies in selected industries.

Aug 30, 2024 8-K

KeyCorp 8-K Report, Material Agreement (Aug 13, 2024)

KeyCorp entered into an Investment Agreement on August 12, 2024 with The Bank of Nova Scotia, under which the Bank will purchase Common Shares in two closings for aggregate consideration of approximately $2.8 billion at a fixed price of $17.17 per share. The shares would represent approximately 14.9% of KeyCorp's issued and outstanding Common Shares immediately after the transaction. The First Closing, subject to conditions including expiration or early termination of the Hart-Scott-Rodino waiting period, would give the Bank 4.90% of outstanding Common Shares. The Second Closing, subject to the First Closing and receipt of bank regulatory approvals, would bring the Bank's stake to 14.90% (or up to 14.99% if the Bank gives notice at least two business days before closing). The agreement gives the Bank governance rights, including two board designees upon the Second Closing, with the number of nominees declining over time as its ownership falls below 10% and 5% thresholds. The Bank is subject to a lock-up until the first anniversary of the Second Closing, standstill restrictions capping its ownership at 19.99% and barring efforts to control governance, and a voting arrangement under which it generally votes with the Board until the 5% Fall-Away Date. KeyCorp also grants registration rights, including S-3 shelf rights and up to two underwritten shelf takedowns in any 12-month period, plus pre-emptive participation rights before the 5% Fall-Away Date. The Share Issuances are intended to be exempt from registration under Section 4(a)(2) of the Securities Act, and the filing states that KeyCorp has not engaged in general solicitation. The full Investment Agreement is filed as Exhibit 10.1, with schedules omitted under Regulation S-K Item 601(a)(5) and certain personal information redacted.

Aug 13, 2024 8-K

KeyCorp 8-K Report, Regulation FD Disclosure (Aug 12, 2024)

On August 12, 2024, KeyCorp (NYSE: KEY) announced a definitive agreement under which The Bank of Nova Scotia (Scotiabank) will make a strategic minority investment of approximately $2.8 billion, purchasing common shares at a fixed price of $17.17 per share. On a post-transaction basis, Scotiabank would own approximately 14.9% of KeyCorp's then-outstanding common shares. The investment is structured in two tranches: an initial $0.8 billion purchase, taking Scotiabank to 4.9% ownership, expected to close at the end of August 2024 upon expiration of the HSR waiting period, and an additional $2.0 billion purchase, taking it to approximately 14.9%, subject to Federal Reserve approval and expected in the first quarter of 2025. KeyCorp states the investment is estimated to increase its June 30, 2024 CET1 capital ratio by 195 basis points to 12.4% and increase tangible book value per share by more than 10%. Management also outlined a contemplated repositioning of the available-for-sale securities portfolio, which, together with the capital raise, is estimated to result in a net CET1 ratio of 11.3% to 11.6%, with low single-digit accretion to 2025 EPS and slight accretion to 2026 EPS. The presentation notes a one-time after-tax loss of approximately half of the capital raised from selling low-yielding securities, with reinvestment expected to pull forward approximately $400 million of additional net interest income. The filing states that Scotiabank would have the right to designate two board members once its ownership exceeds 10%, operate under a five-year customary standstill, and hold customary preemptive rights. The companies also plan to explore future commercial partnerships. Financial advisors were J.P. Morgan Securities LLC and KeyBanc Capital Markets, with Sullivan & Cromwell LLP as legal counsel.

Aug 12, 2024 8-K

KeyCorp 8-K Report, Financial Results (Jul 18, 2024)

KeyCorp reported second-quarter 2024 net income from continuing operations attributable to Key common shareholders of $237 million, or $.25 per diluted common share, compared with $183 million, or $.20 per diluted share, in the first quarter of 2024 and $250 million, or $.27 per diluted share, in the second quarter of 2023. Taxable-equivalent net interest income was $899 million, up $13 million sequentially but down $87 million year over year, and the net interest margin was 2.04%. Total noninterest income was $627 million and noninterest expense was $1.079 billion, down from $1.143 billion in the prior quarter. Provision for credit losses was $100 million, and net loan charge-offs rose to $91 million, or 0.34% of average total loans, from $81 million in the first quarter. Average loans were $109.0 billion, down $11.7 billion from the second quarter of 2023, reflecting balance sheet optimization in 2023. Average deposits were $144.2 billion, up $1.3 billion year over year. Nonperforming loans rose to $710 million at June 30, 2024, from $431 million a year earlier, and the Common Equity Tier 1 ratio, estimated as of June 30, 2024, was 10.5%, up from 10.3% at March 31, 2024. Book value per share was $13.09. The company's 2024 outlook in the supplemental package calls for average deposits to be relatively stable, up or down 2%, and for net interest income to benefit from swap and Treasury maturities. The filing furnishes the earnings press release (Exhibit 99.1) and a supplemental information package (Exhibit 99.2) and files the consolidated balance sheets and income statements (Exhibit 99.3). Investors should weigh the sequential improvement in earnings and expense control against the year-over-year decline in net interest income, lower loan balances, and rising nonperforming loans.

Jul 18, 2024 8-K

Shareholder Matters

KeyCorp 8-K Report, Shareholder Vote Results (May 10, 2024)

At KeyCorp's 2024 Annual Meeting of Shareholders, held May 9, 2024, shareholders elected all thirteen director nominees of the Board of Directors. Each nominee received more votes cast for than against, though the against counts varied widely. Alexander M. Cutler had 50,543,375 votes against, Christopher M. Gorman 43,500,545, and Barbara R. Snyder 40,183,330, while Robin N. Hayes had 4,805,761 and David K. Wilson 4,543,858. Shareholders also ratified Ernst & Young LLP as independent auditors for fiscal 2024, with 767,644,410 votes for and 29,940,101 against. On an advisory basis, they approved executive compensation as described in the Definitive Proxy Statement on Schedule 14A filed March 22, 2024, with 623,850,782 votes for and 68,847,852 against. Shareholders rejected a shareholder proposal to separate the offices of Chairman and Chief Executive Officer and appoint an independent chairperson. The proposal received 175,521,957 votes for and 519,822,260 against. The filing reports these as final voting results, rounded down to the nearest whole share, and 101,264,881 broker non-votes were recorded on each of the director, executive compensation, and related proposals.

May 10, 2024 8-K

KeyCorp 8-K Report, Financial Results (Apr 18, 2024)

KeyCorp reported first quarter 2024 net income from continuing operations attributable to Key common shareholders of $183 million, or $.20 per diluted common share, compared with $30 million, or $.03 per diluted share, in the fourth quarter of 2023 and $275 million, or $.30 per diluted share, in the first quarter of 2023. The results include $22 million, or $.02 per diluted share after-tax, of charges related to the FDIC special assessment. Net interest income (TE) was $886 million, down 4.5% from the fourth quarter and 19.9% from a year earlier, with net interest margin at 2.02%. Noninterest income rose 6.1% from the fourth quarter to $647 million, led by investment banking and debt placement fees of $170 million. Noninterest expense fell to $1,143 million from $1,372 million in the fourth quarter, which included $275 million of selected items in that period. Credit metrics were stable but drifted higher. Net loan charge-offs were $81 million, or 0.29% of average total loans, versus 0.26% in the fourth quarter and 0.15% a year earlier. Nonperforming loans rose to $658 million, or 0.60% of period-end portfolio loans, from 0.51% at December 31, 2023. Average loans fell to $111.0 billion, reflecting planned balance sheet optimization, and average deposits were $142.9 billion. The Common Equity Tier 1 ratio, estimated at 10.3% and reflecting the CECL optional transition provision, increased from 10.0% at year-end 2023. Book value per share was $12.84 at period end, and the company declared a quarterly dividend of $.205 per common share. The filing furnishes a press release, a supplemental information package for the conference call, and consolidated balance sheets and income statements as Exhibit 99.3, which is deemed filed. The supplemental slides outline 2024 guidance, including noninterest expense relatively stable within a range of plus or minus 2% versus 2023 and net interest income guidance tied to a 2.40% to 2.50% net interest margin target for the fourth quarter exit rate.

Apr 18, 2024 8-K

KeyCorp 8-K Report, Executive Changes (Mar 15, 2024)

KeyCorp's 8-K, filed March 15, 2024 under Item 5.02, reports the Board of Directors' appointment of Stacy L. Gilbert as Chief Accounting Officer, effective March 15, 2024. Gilbert will serve as the company's principal accounting officer. Before this appointment, she had served as Corporate Controller since August 2023, and previously as Assistant Corporate Controller and Senior Director of External Reporting and Accounting Policy. She first joined the company in 2002, left for FirstMerit Corporation in 2008, and rejoined in 2016. Gilbert is 52 years old. The filing states there is no arrangement or understanding under which she was appointed, no family relationships with any director or executive officer, and no transaction requiring disclosure under Item 404(a) of Regulation S-K. Her compensation terms are described as consistent with the company's executive program: she remains eligible for discretionary incentive compensation, with at least 50% of total incentive compensation delivered as long-term incentive compensation. She will receive limited executive benefits, including an annual executive physical and tax and financial planning, and will enter into the company's standard Change of Control Agreement (Tier II). The filing refers to the 2023 Proxy Statement for further detail on the executive compensation program. For investors, the filing is a routine leadership-succession disclosure about the principal accounting officer role. It reports no financial results, and it contains no new compensation figures beyond the stated 50% long-term incentive minimum.

Mar 15, 2024 8-K

Leadership ChangesExhibits & Filings

KeyCorp 8-K Report, Corporate Update (Feb 28, 2024)

KeyCorp issued $1,000,000,000 aggregate principal amount of its 6.401% Fixed-to-Floating Rate Senior Medium Term Notes, Series S, due March 6, 2035, on February 28, 2024. The Notes were sold under a Registration Statement on Form S-3 (File No. 333-272573) filed with the Securities and Exchange Commission. The filing is a routine Item 8.01 (Other Events) disclosure. It reports the issuance and states that the legal opinion of Squire Patton Boggs (US) LLP, as counsel, regarding the validity of the Notes is filed as Exhibit 5.1. The filing does not report earnings, operating results, guidance, or any other financial performance data. For investors, the key takeaway is that KeyCorp raised $1.0 billion in senior unsecured debt with a 10-year maturity, with a fixed coupon of 6.401% for an initial period before converting to a floating rate. The filing is primarily a funding and capital-structure event rather than a change in the company's business or outlook.

Feb 28, 2024 8-K

KeyCorp 8-K Report, Executive Changes (Feb 26, 2024)

KeyCorp (NYSE: KEY) filed a Current Report on Form 8-K on February 26, 2024, to disclose a leadership change in its accounting function. Douglas M. Schosser, Chief Accounting Officer, intends to resign effective March 15, 2024, to pursue a senior executive position at another company. The filing states that the company has named Stacy L. Gilbert, its Corporate Controller, to succeed him as Chief Accounting Officer and to assume the responsibilities of principal accounting officer upon his resignation. The announcement is framed by management as a planned, well-prepared succession. CFO Clark Khayat is quoted as saying he is confident the succession will result in a smooth transition, and he cited Ms. Gilbert's more than 25 years of accounting and financial reporting experience with publicly traded financial institutions. Ms. Gilbert has served as Corporate Controller since August 2023 and previously held roles including Assistant Corporate Controller and Senior Director of External Reporting and Accounting Policy. She first joined Key in 2002, left for FirstMerit Corporation in 2008, and rejoined Key in 2016. The filing contains no financial results or guidance. It describes the event as a personnel change in a senior finance role, with the press release (Exhibit 99.1) providing the details. The filing also notes that KeyBank had approximately $188 billion in assets at December 31, 2023.

Feb 26, 2024 8-K

KeyCorp 8-K Report, Financial Results (Jan 18, 2024)

KeyCorp reported fourth-quarter 2023 net income from continuing operations attributable to Key common shareholders of $30 million, or $.03 per diluted common share, compared with $266 million, or $.29 per diluted share, in the third quarter of 2023 and $356 million, or $.38 per diluted share, in the fourth quarter of 2022. The quarter included $209 million, or $.22 per diluted share, of after-tax selected items: a $190 million pretax FDIC special assessment, $67 million of pretax efficiency-related expenses, and an $18 million pretax pension settlement charge. Total noninterest expense rose to $1.372 billion, and the cash efficiency ratio was 88.6%, versus 70.3% in the prior quarter. Core operating trends were mixed. Taxable-equivalent net interest income was $928 million and the net interest margin was 2.07%, both up slightly from the third quarter but down from the year-ago quarter. Average loans fell to $113.9 billion, reflecting planned balance sheet optimization, while average deposits were $145.1 billion. Net loan charge-offs were 0.26% of average total loans, and nonperforming loans rose to $574 million from $455 million in the third quarter. The estimated Common Equity Tier 1 ratio was 10.0%, above the company's stated target range, and KeyCorp declared a first-quarter 2024 dividend of $.205 per common share. The filing states that the company exceeded its 2023 goal of reducing risk-weighted assets by about $14 billion. The filing furnishes the earnings press release, a supplemental information package reviewed on the earnings call, and the consolidated balance sheets and income statements as filed Exhibit 99.3. The supplement also includes 2024 outlook guidance, including average loan declines of 5% to 7%, net interest income down 2% to 5%, and noninterest income up 5% or more.

Jan 18, 2024 8-K

KeyCorp 8-K Report, Regulation FD Disclosure (Dec 4, 2023)

KeyCorp filed a Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish slides for its presentation at the Goldman Sachs 2023 U.S. Financial Services Conference on December 5, 2023, attached as Exhibit 99.1. The slides, which are also posted at www.key.com/ir along with a live audio webcast and a later recording, review the company's performance, strategy, and outlook. The filing states that the information is furnished and not deemed "filed" under Section 18 of the Securities Exchange Act of 1934. The presentation emphasizes a 9.8% CET1 ratio as of 3Q23, up 50 basis points from the prior quarter, and states that about 40% of revenue comes from fee income. KeyCorp expects roughly $10Bn of risk-weighted asset reduction by year-end 2023 and an expected annualized net interest income benefit of about $1Bn by 1Q25. It also cites a 3Q23 net charge-off ratio of 24 bps, below its long-term target of 40-60 bps through the cycle, and says it is positioned for the proposed Basel III Endgame framework. Updated guidance (as of 12/4/2023) calls for relatively stable net interest income and noninterest expense in 4Q23, with noninterest income down 5% to 8% versus 3Q23 (prior guidance was up 1% to 3%). For FY2023 versus FY2022, the company guides to loans up 6% to 9%, net interest income down 12% to 14%, and noninterest income down 7% to 9%. Noninterest expense guidance excludes an approximately $190MM FDIC special assessment tied to the Silicon Valley Bank and Signature Bank closures, efficiency-related expenses, and an expected pension settlement charge.

Dec 4, 2023 8-K

KeyCorp 8-K Report, Executive Changes (Nov 16, 2023)

KeyCorp's Form 8-K, dated as of November 9, 2023 and filed November 16, 2023, reports a leadership change under Item 5.02. The Company announced that Angela G. Mago will assume the role of Chief Human Resources Officer, where she will lead the teams responsible for attracting, developing, and retaining the Company's talent. In connection with this move, Ms. Mago will no longer serve as Head of Commercial Bank. The filing states that Ms. Mago is expected to transition into her new role during the fourth quarter of 2023. The report contains no financial results, earnings figures, or operating metrics, and it does not describe any change to the Company's financial condition or outlook. For investors, the filing is a personnel announcement affecting senior management. It identifies a shift in responsibilities between two executive roles, with the Commercial Bank leadership position being vacated as the Human Resources leadership role is assumed.

Nov 16, 2023 8-K

Corporate ChangesExhibits & Filings

KeyCorp 8-K Report, Financial Results (Oct 19, 2023)

KeyCorp reported third-quarter 2023 net income from continuing operations attributable to Key common shareholders of $266 million, or $.29 per diluted common share, compared with $250 million, or $.27, in the second quarter of 2023 and $513 million, or $.55, in the third quarter of 2022. Common Equity Tier 1 rose to an estimated 9.8%, up 50 basis points from the prior quarter and above the company's targeted range, while risk-weighted assets declined by an estimated $7 billion compared with the prior quarter. Net charge-offs were 24 basis points of average loans, and average deposits rose $2 billion from the prior quarter. The quarter showed pressure on revenue. Net interest income (TE) was $923 million, down $280 million from the third quarter of 2022 and $63 million from the second quarter, and the net interest margin fell to 2.01%. Total revenue of $1.566 billion declined 17.0% year over year, while noninterest expense rose to $1.110 billion. Average loans were $117.6 billion, down $3.0 billion from the prior quarter as the company reduced non-relationship balances under its balance sheet optimization efforts. Noninterest income of $643 million was up 5.6% from the prior quarter, with investment banking and debt placement fees increasing 17.5%. The filing furnishes the earnings press release, a supplemental information package reviewed during the conference call, and consolidated balance sheets and income statements as Exhibit 99.3. Management's outlook in the accompanying slides calls for fourth-quarter 2023 net interest income to be relatively stable versus third quarter 2023, and full-year 2023 net interest income to be down 12% to 14% versus 2022.

Oct 19, 2023 8-K

KeyCorp 8-K Report, Bylaw Amendment (Sep 22, 2023)

KeyCorp's Board of Directors approved and adopted the Fourth Amended and Restated Regulations on September 21, 2023, effective immediately upon adoption. The Board stated the primary purpose was to update procedural requirements to align with the SEC's universal proxy rules, including mechanics and disclosure requirements for shareholder director nominations and other business proposals made in connection with annual and special meetings. The amendments also require shareholders who directly or indirectly solicit proxies from other shareholders to use a proxy card color other than white, reserving the white proxy card for exclusive use by the Board. In addition, the independent lead director of the Board is now included among the individuals who may call a special meeting of the Board. The filing also notes other ministerial changes. This filing is a governance update rather than a financial disclosure, and it contains no financial results or financial figures. The complete marked-to-show-changes text of the amended Regulations is filed as Exhibit 3.1, and the cover page interactive data file is filed as Exhibit 104.

Sep 22, 2023 8-K

KeyCorp 8-K Report, Financial Results (Jul 20, 2023)

KeyCorp reported second-quarter 2023 net income from continuing operations attributable to Key common shareholders of $250 million, or $.27 per diluted common share, compared with $275 million, or $.30 per diluted share, in the first quarter of 2023 and $504 million, or $.54 per diluted share, in the second quarter of 2022. The results include an $87 million, or $.09 per share, allowance build. Net interest income (taxable-equivalent) fell to $986 million from $1,106 million in the prior quarter and $1,104 million a year earlier, with the net interest margin at 2.12%, down from 2.47% in the first quarter and 2.61% a year ago. The company attributes the decline to higher interest-bearing deposit costs and a shift in funding mix toward higher-cost deposits and borrowings. Total noninterest expense decreased to $1,076 million from $1,176 million in the first quarter, while the provision for credit losses rose to $167 million from $139 million. Credit quality and capital were stable. Net loan charge-offs were 0.17% of average total loans, and the Common Equity Tier 1 ratio was an estimated 9.2% at June 30, 2023, reflecting the company's election of the CECL optional transition provision. Average deposits were $142.9 billion, down $4.6 billion from the year-ago quarter, while period-end deposits rose $1.0 billion from the prior quarter. Book value per share declined to $12.18 from $12.70 in the first quarter, and the return on average tangible common equity was 11.04%. The filing furnishes the earnings press release, a supplemental information package with slides from the conference call, and the consolidated balance sheets and income statements as Exhibit 99.3. The company's guidance for the third and fourth quarters of 2023 projects net interest income down 4% to 6% in 3Q23 versus 2Q23, and noninterest expense relatively stable.

Jul 20, 2023 8-K