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KeyCorp plans to redeem all outstanding Series D Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock represented by depositary shares. The redemption covers 525,000 depositary shares, representing 21,000 preferred shares with an aggregate liquidation preference of $525,000,000, effective on September 15, 2026.
Each preferred share will be redeemed for $25,312.50 (or $1,012.50 per depositary share), equal to the $25,000 per share liquidation preference plus accumulated and unpaid dividends and distributions through the redemption date. After redemption, the Series D preferred stock will no longer be outstanding, with only the right to receive the redemption price remaining.
KeyCorp generated $472 million of net income from continuing operations attributable to common shareholders in the second quarter of 2026, equal to $0.44 of diluted EPS. Taxable-equivalent net interest income was $1.26 billion with a 2.89% net interest margin, both higher than a year earlier.
Average loans reached $110.1 billion, driven by commercial growth, while consumer balances declined as low-yielding loans were run off. Total loans were $110.4 billion and deposits $153.1 billion at June 30, 2026; uninsured deposits were 45% of total. The provision for credit losses fell to $92 million as prior-year reserve builds were not repeated, with net charge-offs of 42 basis points. Assets under management rose to $74.2 billion, up 15.5% year-over-year, supporting fee income growth.
Capital remained strong, with a Common Equity Tier 1 ratio of 11.17%. KeyCorp repurchased $341 million of common shares in the quarter under a new $3.0 billion authorization and raised its 2026 outlook for revenue, net interest income, and average loans, reflecting stronger commercial loan demand and ongoing client acquisition.
KEYCORP Chief Risk Officer Ramani Mohit sold 25,000 Common Shares on July 22, 2026 at an average price of $22.74 per share in a sale described as a sale in open market or private transaction. Following this sale, Mohit directly owns 29,855 Common Shares, which includes approximately 1,067 shares acquired through dividend reinvestments between March and June 2026.
A shareholder of KeyCorp filed a notice on Form 144 to sell up to 25,000 shares of common stock through Fidelity Brokerage Services LLC on or after July 22, 2026 on the NYSE, with a proposed aggregate sale price of $568,500.00. The shares to be sold were acquired primarily through restricted stock vesting on January 23, 2026 (21,406 shares) and February 17, 2026 (3,195 shares), and through a dividend reinvestment transaction on June 12, 2026 (399 shares).
KeyCorp reported second quarter 2026 net income from continuing operations attributable to common shareholders of $472 million, or $0.44 per diluted share, up from $387 million, or $0.35, in the prior-year quarter.
Total revenue on a taxable-equivalent basis was $1.96 billion, a 6.7% year-over-year increase, driven by 9.4% growth in net interest income to $1.26 billion and a net interest margin of 2.89%. Noninterest income rose 2.3% to $706 million, with higher trust and investment services and cards and payments income partially offset by lower commercial mortgage servicing fees.
Noninterest expense increased 5.5% year-over-year to $1.22 billion, mainly from higher personnel costs. Net loan charge-offs were $115 million, or 0.42% of average loans, and the allowance for credit losses was $1.72 billion, or 1.56% of period-end loans. The Common Equity Tier 1 capital ratio was 11.2%, and KeyCorp repurchased $341 million of common shares while declaring a $0.205 quarterly common dividend.
Bank of Nova Scotia, a ten percent owner of KeyCorp, reported an issuer-directed disposition of 176,803 common shares at $23.18 per share. The transaction was carried out under an Investment Agreement that provides for Bank of Nova Scotia to participate automatically, on a pro rata basis, in certain repurchases of KeyCorp common shares. Following this disposition, Bank of Nova Scotia still holds 157,470,114 KeyCorp common shares, indicating that this was a relatively small adjustment to a very large position.
KeyCorp director Alexander M. Cutler exercised deferred share units into common shares. On July 1, 2026, he converted 26,893 deferred shares, which are economically equivalent to common shares, into 26,893 common shares with no stated exercise price.
Following the transaction, Cutler directly owned 325,309 common shares and 39,609 deferred shares. The filing shows an exercise and conversion of a derivative-type award with no accompanying open-market sale, so it reflects a change in the form of his equity holdings rather than a trade in the market.
KeyCorp director Todd J. Vasos reported exercising a derivative award of deferred shares into common stock. He acquired 27,385 common shares through this exercise or conversion, a non-cash event tied to prior compensation.
Following the transaction, Vasos directly holds 62,640 common shares. He also retains 50,598 deferred shares, each of which is economically equivalent to one common share, indicating a continuing equity stake aligned with KeyCorp’s performance.
KeyCorp director Barbara R. Snyder exercised deferred share units into common stock rather than buying shares on the open market. On July 1, 2026, she converted a total of 21,694 deferred shares, receiving an equal number of common shares at a stated exercise price of $0.00 per share.
The filing shows her direct common share holdings rising to 113,108 shares after one transaction line, with another line reflecting 92,940 shares under a separate entry. The underlying deferred shares came from prior deferrals of director fees and dividend-equivalent credits under KeyCorp’s Deferred Compensation Plan and related director equity plans.
VASOS TODD J reported acquisition or exercise transactions in this Form 4 filing.
KeyCorp director Todd J. Vasos reported routine equity compensation and holdings. He received a grant of 1,843 deferred shares that are the economic equivalent of common shares, issued at a price of $0.0000 per share as a grant or award.
After this grant, he holds 77,983 deferred shares and 35,255 common shares directly. Under the Deferred Share Plan, payment of the deferred shares is postponed until the earlier of July 1, 2028, or his death. The deferred share balance includes approximately 690 dividend-equivalent deferred shares accrued in June 2026.