01—Abstract
Summary
Summary of the 8-K filed June 10, 2026. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- KeyCorp updated its Medium-Term Note Program on June 10, 2026, covering Senior Series U and Subordinated Series V notes.
- Series U Notes are issued under a Senior Indenture with Deutsche Bank Trust Company Americas as Senior Note Trustee, supplemented most recently on May 23, 2022.
- Series V Notes are issued under a Subordinated Indenture with Deutsche Bank as Subordinated Note Trustee, supplemented most recently on June 16, 2023.
- Both series are supported by Officers' Certificates and Company Orders dated June 10, 2026, issued under Sections 201, 301 and 303 of the respective indentures.
- The Notes are registered under the Securities Act of 1933 on Form S-3, File No. 333-296536, filed June 5, 2026.
- A Distribution Agreement dated June 10, 2026 with the named Agents is filed as Exhibit 1.1.
- Specimen forms for fixed rate, floating rate, fixed rate reset, fixed rate/floating rate and master global notes in both series are filed as Exhibit 4.3.
03—Questions
Frequently Asked Questions
What did KeyCorp announce in this 8-K?
KeyCorp updated its Medium-Term Note Program, under which it may issue Senior Medium-Term Notes, Series U, and Subordinated Medium-Term Notes, Series V, from time to time. The filing does not state the amount, pricing or terms of any specific note issuance.
Under which indentures will the notes be issued?
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. Series V Notes will be issued under a Subordinated Indenture with the same 1994, 2001 and 2013 base and supplemental documents, plus a Third Supplemental Indenture dated June 16, 2023. Deutsche Bank Trust Company Americas serves as Senior Note Trustee and Deutsche Bank serves as Subordinated Note Trustee.
Are the notes registered for public sale?
The filing states that the Notes have been registered under the Securities Act of 1933 by a registration statement on Form S-3, File No. 333-296536, filed on June 5, 2026.
Who will distribute the notes?
The filing references a Distribution Agreement dated June 10, 2026 between KeyCorp and the Agents named in that agreement, filed as Exhibit 1.1. The filing does not name the Agents in its text.
What do the exhibits show about the note structure?
Exhibit 4.3 contains specimen forms for both series, including fixed rate, floating rate, fixed rate reset, fixed rate/floating rate and master global notes. Exhibits 4.1 and 4.2 are the Officers' Certificates and Company Orders for the senior and subordinated indentures, respectively, excluding their own exhibits.
04—Continue