Keycorp SEC Filings

KeyCorp is registering the resale of 161,968,762 common shares previously issued to a single selling shareholder. These shares were issued under an Investment Agreement in two tranches, with the investor purchasing 47,829,359 shares on August 30, 2024 and 115,042,316 shares on December 27, 2024, each at $17.17 per share, for aggregate consideration of approximately $2.80 billion. The resale registration allows the selling shareholder, The Bank of Nova Scotia, to offer and sell some or all of these shares over time, but KeyCorp itself is not selling any shares and will not receive proceeds from these resale transactions. As of December 17, 2025, KeyCorp had 1,085,908,470 common shares outstanding, and its stock trades on the New York Stock Exchange under the symbol “KEY.”

KeyCorp officer reports gifted share transfer and updated holdings

A senior KeyCorp officer, listed as Head of Institutional Bank, reported a Form 4 transaction involving KeyCorp common shares. On 12/10/2025, the reporting person transferred 12,500 KeyCorp common shares as a gift at a price of $0, which is classified as a disposition. Following this transaction, the officer directly owns 232,544 KeyCorp common shares. The filing also notes additional indirect holdings, including shares held through Paine Investments LP, the officer's spouse, a grantor retained annuity trust for the benefit of the officer and the officer's children, and a 401(k) plan.

KeyCorp insider reporting a director and 10% owner filed a Form 4 showing a sale of common shares. On 12/09/2025, the reporting person disposed of 100,316 KeyCorp common shares at $18.86 per share. After this transaction, the reporting person beneficially owned 162,193,846 common shares in direct form.

The disposition is described as occurring under an Investment Agreement dated August 12, 2024, which allows the reporting person to participate on a pro rata basis in certain repurchases of KeyCorp common shares by the company. For Section 16 purposes, the reporting person may be deemed a director-by-deputization due to its contractual right to nominate directors to KeyCorp’s board.

KeyCorp filed a current report to announce that it has posted a new investor presentation on its website. The presentation, dated December 9, 2025, is attached as Exhibit 99.1 and may be used in discussions with investors and analysts, including at the Goldman Sachs Financial Services Conference on that same date. The materials are available through the Investor Relations section of KeyCorp’s website.

The company states that the information in this investor presentation and in this report under Regulation FD is being furnished rather than filed, which means it is not subject to certain liability provisions of the federal securities laws and is not automatically incorporated into other securities filings.

KeyCorp (KEY) reported an insider share disposition by a major shareholder and director-level affiliate. On 12/02/2025, the reporting person disposed of 57,241 common shares at a price of $18.29 per share. Following this transaction, the reporting person beneficially owned 162,294,162 KeyCorp common shares.

The sale occurred under an Investment Agreement between the reporting person and KeyCorp, which provides for the reporting person to participate, in certain circumstances automatically, on a pro rata basis in any repurchase by KeyCorp of its common shares. The filing also clarifies that this ownership figure excludes certain "Excluded Shares" held on a proprietary basis in which the reporting person has no pecuniary interest, and notes that the reporting person may be deemed a director-by-deputization under this agreement.

KeyCorp reported an insider share sale by a director and 10% owner. On 11/25/2025, the reporting person disposed of 306,143 common shares of KeyCorp at a price of $17.2 per share. After this transaction, the reporting person beneficially owned 162,478,674 KeyCorp common shares in direct ownership.

The disposition was carried out under an Investment Agreement dated August 12, 2024, which allows the reporting person to participate, in certain circumstances and on a pro rata basis, in any repurchase by KeyCorp of its common shares. For Section 16 purposes, the reporting person may be deemed a director-by-deputization because of contractual rights to nominate directors to KeyCorp’s board under this agreement.

KeyCorp reported that its subsidiary, KeyBank National Association, has given notice to redeem all of its outstanding 4.700% Fixed Rate Senior Bank Notes due January 26, 2026. The redemption will occur on December 29, 2025 at a price equal to 100% of the outstanding principal amount of the notes, plus accrued and unpaid interest up to, but excluding, the redemption date. The company also issued a press release with further details, which is included as an exhibit.

T. Rowe Price Associates, Inc. filed a Schedule 13G reporting beneficial ownership of 57,886,861 shares of KeyCorp (KEY) common stock, representing 5.3% of the class as of 09/30/2025.

The filer reports sole voting power over 57,151,616 shares and sole dispositive power over 57,851,962 shares, with no shared voting or dispositive power. T. Rowe Price certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filer is classified as an investment adviser (IA).

KeyCorp announced a Regulation FD presentation at the BancAnalysts Association of Boston Conference on November 6, 2025, where it will review its performance, strategy, and outlook. The presentation slides are furnished as Exhibit 99.1 and posted on key.com/ir. A live audio webcast will be available on the event day, with a recording posted afterward. The information under Item 7.01 and Exhibit 99.1 is furnished, not filed, and is not incorporated by reference.