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

Reports
Other Events·Exhibits & Filings
Filing Date
Filed December 23, 2025
Period End
December 23, 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 23, 2025. Cited figures are marked; the original filing is the authoritative source.

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 $1.00a 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.

02—Key points

Key Highlights

  1. KeyCorp filed a prospectus supplement on December 23, 2025 to register 161,968,762 common shares, par value $1.00 per share.
  2. The shares were issued to The Bank of Nova Scotia (BNS) under the Investment Agreement dated August 12, 2024.
  3. The Investment Agreement required the prospectus supplement to be filed no later than December 27, 2025.
  4. The supplement relates to the existing Form S-3 registration statement, No. 333-272573.
  5. Exhibit 5.1 is a legal opinion from Squire Patton Boggs (US) LLP, incorporated by reference into the Registration Statement.
  6. Exhibit 23.1 is a consent of Squire Patton Boggs (US) LLP, included in Exhibit 5.1.
  7. The filing contains no new financial results or disclosed sale terms.

03—Questions

Frequently Asked Questions

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

    KeyCorp disclosed that on December 23, 2025 it filed a prospectus supplement to its Form S-3 registration statement covering 161,968,762 common shares issued to The Bank of Nova Scotia under the August 12, 2024 Investment Agreement, and it filed a legal opinion as Exhibit 5.1.

  2. Why did KeyCorp file the prospectus supplement?

    The filing states that the Investment Agreement with BNS required the Company to file the prospectus supplement no later than December 27, 2025, in order to register the shares issued to BNS.

  3. How many shares are being registered and who holds them?

    The filing registers 161,968,762 common shares, par value $1.00 per share, that were issued to The Bank of Nova Scotia (BNS).

  4. Does this filing include new financial results or changes to the business?

    No. The filing is limited to Item 8.01 (Other Events) and exhibits covering the prospectus supplement and legal opinion, and it does not report financial results or business changes.

  5. What does this filing mean for investors?

    Registering the BNS-held shares makes them eligible for resale in the public market, which may affect share supply. The filing does not state the timing, volume, or intentions of any resale.

04—Continue

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