Keycorp SEC Filings

KeyCorp officer Andrew J. Paine III, Head of Institutional Bank, sold 65,961 KeyCorp common shares on February 6, 2026 in an open-market transaction. The weighted average sale price was $23.23 per share, with individual trades ranging from $23.23 to $23.26.

After the sale, Paine directly beneficially owns 166,583 common shares. He also has indirect ownership interests, including 4,265 shares held by his spouse, 445 shares held by Paine Investments LP, 108,746 shares held by a grantor retained annuity trust, and 26,389 shares in a 401(k) plan reported as of February 9, 2026.

KeyCorp filed a current report noting it will review its performance, strategy, and outlook at the UBS Financial Services Conference on February 9, 2026, with slides and a live webcast available on its investor relations website.

The accompanying presentation focuses on the Commercial Bank and middle market franchise, highlighting roughly 5,000 customers across 30 markets, generally serving clients with $10 million to $1 billion in revenue. It cites a total addressable market of more than 200,000 U.S. middle market businesses and about $7 trillion in annual payments volume.

KeyCorp reports commercial deposits of about $58 billion in 2025 and approximately $2.1 billion from commercial payments and middle market activities. The slides note commercial payments revenue compound annual growth of roughly 17–20% over the last five years, around 90% payments penetration among middle market clients, and about 98% of deposits linked to an operating account. From 2019 to 2025, commercial banking revenue rose 26%, deposits grew 60%, and gross payments fees increased 37%, while middle market commercial payments expanded 57%.

A holder of KeyCorp common stock filed a notice under Rule 144 to potentially sell 65,962 shares, with an aggregate market value of $1,532,724.28, through Fidelity Brokerage Services on February 6, 2026 on the NYSE.

The securities listed for sale were previously acquired mainly through restricted stock vesting, stock option exercise, and an open market purchase. KeyCorp had 1,092,919,589 common shares outstanding when this notice was prepared.

Bank of Nova Scotia, a director and 10% owner of KeyCorp, reported selling common shares in a structured transaction. On February 3, 2026, it disposed of 517,633 KeyCorp common shares at $21.36 per share, leaving 161,323,074 shares beneficially owned.

The disposition was made under an Investment Agreement dated August 12, 2024, which allows Bank of Nova Scotia to participate on a pro rata basis, in certain cases automatically, in any repurchase of KeyCorp common shares by the company.

KeyCorp’s Chief Human Resources Officer Angela G. Mago reported option and stock transactions dated January 29, 2026. She exercised an option to buy 62,850 Common Shares at $10.49 per share, then sold 62,850 Common Shares in multiple trades at a weighted average price of $21.55, with individual sale prices ranging from $21.54 to $21.55. Following these transactions, she directly beneficially owned 261,415 Common Shares. The filing notes this total includes approximately 4,257 shares that had been inadvertently omitted previously due to an administrative error. The option to buy 62,850 shares, which had vested in four equal annual installments ending on February 17, 2020, now shows 0 derivative securities remaining beneficially owned.

A shareholder has filed a notice of intent under Rule 144 to sell 62,850 shares of common stock through Fidelity Brokerage Services LLC on or about 01/29/2026 on the NYSE, with an aggregate market value of 1,354,133.63.

The shares relate to an option originally granted on 02/15/2016 and acquired and paid for in cash on 01/29/2026. The notice states there are 1,092,919,589 shares of this class of common stock outstanding, providing context for the size of the planned sale.

KeyCorp issued $750,000,000 aggregate principal amount of 5.305% Fixed-to-Floating Rate Senior Medium Term Notes, Series S, due January 28, 2037. These Notes are senior debt securities, meaning they rank ahead of subordinated debt in repayment priority.

The Notes were issued under an existing automatic shelf registration on Form S-3 referenced as File No. 333-272573. A legal opinion from Squire Patton Boggs (US) LLP regarding the validity of the Notes is included as Exhibit 5.1, providing formal confirmation that the securities were properly authorized and issued.

Bank of Nova Scotia, a director and 10% owner of KeyCorp (KEY), reported a disposition of common shares tied to KeyCorp’s share repurchase activity. On January 27, 2026, it disposed of 128,055 common shares at $21.16 per share.

After this transaction, Bank of Nova Scotia beneficially owned 161,840,707 KeyCorp common shares, held directly. The filing explains that the disposition occurred under an Investment Agreement, under which Bank of Nova Scotia participates on a pro rata basis, in certain circumstances automatically, in repurchases of KeyCorp’s common shares by the company.

KeyCorp director Robin Hayes reported a routine equity transaction. On January 24, 2026, Hayes converted 738 Deferred Shares into 738 Common Shares at a reported price of $0.00 per share under transaction code M (option or derivative exercise).

After the transaction, Hayes directly held 26,461 Common Shares and 59,495 Deferred Shares. Each Deferred Share is described as the economic equivalent of one Common Share, meaning it tracks the same value as the regular stock.