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

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed December 9, 2025
Period End
December 9, 2025
In the record · 2016–202610-K1110-Q348-K141

KEY filed 11 annual reports (10-K), 34 quarterly reports (10-Q) and 141 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Aug ’16Aug ’16
  2. Leadership change8-K · Nov ’22Nov ’22
  3. Leadership change8-K · Jan ’25Jan ’25

01—Abstract

Summary

Summary of the 8-K filed December 9, 2025. Cited figures are marked; the original filing is the authoritative source.

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%a+ 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 $1,836bMM 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 $200cMM 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.

02—Key points

Key Highlights

  1. Management states 2025 is expected to be a record revenue year and that KeyCorp is on pace to meet or exceed all full-year financial targets.
  2. Full-year 2025 targets: adjusted total revenue (TE) growth of 15%+ YoY, net interest income (TE) growth of 22%+, and adjusted noninterest income growth of 6.5%+, measured against a 2024 base that excludes $1,836MM of securities sale losses and the Scotiabank investment agreement valuation.
  3. ROTCE of 12.5% in 3Q25, with a long-term target of 15%+ and an expected run rate of 16% to 19% by year-end 2027.
  4. Marked Common Equity Tier 1 of 10.3% in 3Q25, adjusted for unrealized AFS securities and pension losses.
  5. Approximately $200MM of shares expected to be repurchased in 4Q25, with approximately $800MM remaining on the existing authorization.
  6. KeyCorp is not pursuing depository institution acquisitions.
  7. The presentation was posted to the Investor Relations website and furnished under Item 7.01, so it is not deemed filed under Section 18 of the Exchange Act.

03—Questions

Frequently Asked Questions

  1. What did KeyCorp disclose in this 8-K?

    KeyCorp furnished an investor presentation (Exhibit 99.1) that it posted to its website on December 9, 2025, for use at the Goldman Sachs 2025 U.S. Financial Services Conference. The 8-K itself contains no financial statements.

  2. What full-year 2025 financial targets did management highlight?

    Management cited adjusted total revenue (TE) growth of 15%+ YoY, net interest income (TE) growth of 22%+, and adjusted noninterest income growth of 6.5%+. It said KeyCorp is on pace to meet or exceed all full-year financial targets. Growth is measured against a 2024 non-GAAP base that excludes $1,836MM of losses on sale of securities and the Scotiabank investment agreement valuation.

  3. What is KeyCorp's return target and where does it stand?

    The presentation shows ROTCE of 12.5% in 3Q25, a long-term target of 15%+, and an expected run rate of 16% to 19% by year-end 2027. ROTCE is a non-GAAP measure, and the presentation refers to KeyCorp's earnings release for reconciliations.

  4. How is KeyCorp returning capital and positioning its balance sheet?

    KeyCorp expects to repurchase approximately $200MM of shares in 4Q25 and has approximately $800MM remaining on its existing authorization. Marked Common Equity Tier 1 was 10.3% in 3Q25, adjusted for unrealized AFS securities and pension losses. The company also stated it is not pursuing depository institution acquisitions.

04—Continue

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