Every 424B that KeyCorp (KEY) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow KEY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KEY filings page.
KeyCorp filed a prospectus supplement dated June 10, 2026 to a base prospectus (Registration No. 333-296536) to offer senior medium-term notes, Series U, and subordinated medium-term notes, Series V. Final terms for each series will be set forth in separate pricing supplements. The supplement describes multiple note structures (fixed, floating, fixed-to-floating, fixed-rate-reset) and references a range of possible reference rates including SOFR, EURIBOR, CORRA and others. It highlights structural subordinations, limited covenants, potential regulatory limitations on redemptions, benchmark transition and fallback mechanics, secondary-market liquidity risks, and conflicts of interest where KeyCorp or affiliates may act as calculation agent or dealer.
KeyCorp is issuing $750,000,000 of 5.305% fixed-to-floating rate senior medium-term notes due January 28, 2037 under its Series S program. The unsecured notes rank equally with KeyCorp’s other senior indebtedness and will be issued in minimum denominations of $2,000.
From January 28, 2026 to January 28, 2036, interest is paid semiannually at a fixed 5.305% rate. From April 28, 2036 to maturity, interest is paid quarterly at Compounded SOFR plus 1.367%, with interest never less than zero. The notes are offered at 100.000% of principal, with a 0.450% underwriting discount, generating approximately $746,625,000 in proceeds before expenses, to be used for general corporate purposes.
KeyCorp may redeem the notes beginning July 27, 2026 at a make-whole premium and at 100% of principal on or after specified call dates before maturity. The notes are not FDIC insured, will not be listed on an exchange, and there is no sinking fund or holder put feature.
KeyCorp is planning to issue a new series of senior medium‑term notes under its Series S program. These unsecured fixed‑to‑floating rate notes will pay a fixed interest rate from issuance until one year before maturity in 2037, then switch to a floating rate tied to Compounded SOFR plus a spread. The notes rank equally with KeyCorp’s other senior unsecured debt and are not insured by the FDIC or any government agency.
KeyCorp may redeem the notes early, including via a make‑whole call before a specified par call date and at par closer to maturity. The company intends to use net proceeds for general corporate purposes, including funding needs at KeyCorp and its subsidiaries, with temporary investment in highly liquid short‑term securities. The filing highlights structural subordination to subsidiary debt and detailed risks tied to floating‑rate benchmarks such as SOFR and EURIBOR.
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.”