[8-K] KeyCorp Reports Material Event

Rhea-AI Filing Summary

On 22 July 2025, KeyCorp filed an Form 8-K (Item 2.02) to announce that its second-quarter 2025 financial results are now available.

• Exhibit 99.1: press release covering results for the three- and six-month periods ended 30 June 2025.
• Exhibit 99.2: supplemental information package used during the earnings call and webcast.
• Exhibit 99.3: consolidated balance sheets and statements of income; this exhibit is filed (subject to Exchange Act Section 18) and may be incorporated by reference in Securities Act filings, whereas Exhibits 99.1-99.2 are merely furnished.

The filing contains no quantitative metrics; investors must review the exhibits or KeyCorp’s website for revenue, EPS, credit-quality data, or guidance. Common shares (KEY) and four preferred depositary share series remain listed on the NYSE. The 8-K satisfies disclosure obligations without triggering automatic incorporation of the press release or slide deck into other SEC documents.

Insights

Financial Analyst

TL;DR: Routine 8-K furnishing Q2 2025 results; impact neutral until figures reviewed.

KeyCorp used Item 2.02 to release earnings materials, a standard practice that offers no immediate insight into performance because actual numbers are contained only in linked exhibits. Importantly, Exhibit 99.3 is filed, providing statutory liability protection for investors relying on those statements, while the press release and deck are not. Without revenue, margin, or credit-cost figures, the market’s reaction will hinge on the separate exhibits and subsequent conference call. From a valuation standpoint the filing itself is procedural and does not alter forecasts.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

 of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2025

KeyCorp

(Exact name of registrant as specified in its charter)

Ohio

001-11302

34-6542451

State or other jurisdiction of incorporation or organization:

Commission File Number

I.R.S. Employer Identification Number:

127 Public Square,

Cleveland,

Ohio

44114-1306

Address of principal executive offices:

Zip Code:

(216) 689-3000

Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Shares, $1 par value			KEY			New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)			KEY PrI			New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)			KEY PrJ			New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)			KEY PrK			New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H)			KEY PrL			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition.

    On July 22, 2025, KeyCorp issued a press release announcing its financial results for the three- and six-month periods ended June 30, 2025 (the “Press Release”), and posted on its website its second quarter 2025 Supplemental Information Package (the “Supplemental Information Package”). The Press Release and Supplemental Information Package are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively.

The information in the preceding paragraph, as well as Exhibit 99.1 and Exhibit 99.2 referenced therein, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).

    KeyCorp’s Consolidated Balance Sheets and Consolidated Statements of Income (collectively, the “Financial Statements”), included as part of the Press Release, are filed as Exhibit 99.3 to this report. Exhibit 99.3 is deemed “filed” for purposes of Section 18 of the Exchange Act and, therefore, may be incorporated by reference in filings under the Securities Act.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits

The following exhibits are furnished, or filed in the case of Exhibit 99.3, herewith:

99.1    Press Release, dated July 22, 2025, announcing financial results for the three- and six-month period ended June 30, 2025

99.2    Supplemental Information Package reviewed during the conference call and webcast.

99.3    Financial Statements.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
						KEYCORP
						(Registrant)
Date: July 22, 2025						/s/ Stacy L. Gilbert
						By: Stacy L. Gilbert
						Chief Accounting Officer

FAQ

When did KeyCorp (KEY) release its Q2 2025 results?

The company announced and furnished the results on 22 July 2025 via Form 8-K.

Which exhibit contains KeyCorp’s detailed financial statements?

Exhibit 99.3 includes the consolidated balance sheets and statements of income and is deemed "filed."

Are the press release and slide deck filed or furnished?

Exhibits 99.1 and 99.2 are furnished, meaning they are not subject to Section 18 liability.

What NYSE ticker symbols are referenced in the 8-K?

Common shares trade as KEY; preferred depositary shares trade as KEY PrI, KEY PrJ, KEY PrK, KEY PrL.

Where can investors access the supplemental information package?

It is available as Exhibit 99.2 to the 8-K and on KeyCorp’s investor-relations website.