KeyCorp (KEY) CIO Amy Brady resigns for health reasons with structured transition

Rhea-AI Filing Summary

KeyCorp disclosed that Chief Information Officer Amy G. Brady plans to resign from her role due to personal health considerations, effective March 2, 2026. She will remain with the company as a non-executive employee through May 31, 2026 to support an orderly transition of her responsibilities.

Under a transition letter, Ms. Brady will receive one year of salary continuation and continued participation in standard health and welfare benefit plans following the termination date. She will be eligible for an incentive compensation award for the 2026 performance year and will continue to vest in a Capital and Earnings Improvement Award granted on December 30, 2024, with its one-year post-vesting holding requirement waived upon vesting, subject to a general release of claims.

Insights

Corporate governance analyst

KeyCorp announces CIO transition with structured retention and benefits.

The resignation of Amy G. Brady as Chief Information Officer, citing personal health considerations, represents a planned leadership change in a critical technology role. The arrangement keeps her employed in a non-executive capacity through May 31, 2026 to support continuity.

The transition letter outlines one year of salary continuation and ongoing health and welfare benefits after the termination date, plus eligibility for a 2026 incentive award. It also preserves vesting on the December 30, 2024 Capital and Earnings Improvement Award and waives its one-year post-vesting holding requirement, contingent on a general release of claims.

This structure suggests an orderly handover rather than an abrupt departure, which can help stabilize ongoing technology and information initiatives. Subsequent company communications or filings may provide additional detail on succession in the CIO role and any strategic adjustments tied to technology leadership.

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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): February 24, 2026

KeyCorp

(Exact name of registrant as specified in 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2026, Amy G. Brady informed KeyCorp (the “Company”) of her intention to resign from her position as Chief Information Officer due to personal health considerations, effective March 2, 2026.

In connection with her resignation, the Company and Ms. Brady entered into a transition letter (the “Transition Letter”), pursuant to which Ms. Brady will remain employed by the Company as a non-executive employee through May 31, 2026 (the “Termination Date”) to assist with the smooth and orderly transition of her duties and responsibilities.

Under the Transition Letter, Ms. Brady will be entitled to receive salary continuation and continued participation in the Company’s standard health and welfare benefit plans for a period of one year following the Termination Date. In addition, Ms. Brady will be eligible to receive an incentive compensation award for the 2026 performance year and will continue to vest in the Capital and Earnings Improvement Award granted to her on December 30, 2024, subject to the terms and conditions of such award. The one-year post-vesting holding requirement applicable to the Capital and Earnings Improvement Award will be waived upon vesting of the award.

The Company’s obligation to provide the payments and benefits described above is conditioned upon Ms. Brady’s execution and non-revocation of a general release of claims in favor of the Company.

The foregoing description of the Transition Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description of Exhibit
10.1						Transition Letter, dated March 2, 2026, by and between Amy G. Brady and KeyCorp.
104						Cover Page Interactive Data File (embedded within 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
Date: March 2, 2026						/s/ Andrea R. McCarthy
						By: Andrea R. McCarthy
						Title: Assistant Secretary

FAQ

Why is KeyCorp (KEY) Chief Information Officer Amy G. Brady resigning?

Amy G. Brady is resigning as KeyCorp’s Chief Information Officer due to personal health considerations. Her resignation is effective March 2, 2026, and she will remain as a non-executive employee through May 31, 2026 to assist with a smooth transition of her responsibilities.

What transition arrangements did KeyCorp (KEY) make for Amy G. Brady after her CIO resignation?

KeyCorp and Amy G. Brady entered into a transition letter under which she stays as a non-executive employee through May 31, 2026. She will help with an orderly transition of her duties while moving out of the Chief Information Officer role beginning March 2, 2026.

What compensation will Amy G. Brady receive under her KeyCorp (KEY) transition letter?

Under the transition letter, Amy G. Brady will receive salary continuation for one year after her May 31, 2026 termination date. She will also continue participation in KeyCorp’s standard health and welfare benefit plans during that one-year period, subject to the agreement’s terms.

How does the transition affect Amy G. Brady’s incentive and equity awards at KeyCorp (KEY)?

Amy G. Brady will remain eligible for an incentive compensation award for the 2026 performance year. She will continue to vest in her Capital and Earnings Improvement Award granted December 30, 2024, and its one-year post-vesting holding requirement will be waived upon vesting, under the transition letter’s conditions.

What conditions must Amy G. Brady meet to receive benefits under the KeyCorp (KEY) transition letter?

KeyCorp’s obligation to provide salary continuation, benefits, and award treatment is conditioned on Amy G. Brady’s execution and non-revocation of a general release of claims. This release must favor the company, aligning her post-employment benefits with standard legal and separation requirements.

Where can investors find the full text of Amy G. Brady’s KeyCorp (KEY) transition letter?

The full transition letter between KeyCorp and Amy G. Brady is filed as Exhibit 10.1. It is incorporated by reference and can be reviewed alongside the Form 8-K, providing complete details of her post-resignation compensation and employment terms.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 92.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 17.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 31.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 19.0 KB