KeyCorp (KEY) plans $525M redemption of Series D preferred depositary shares
Rhea-AI Filing Summary
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.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Depositary shares redeemed: 525,000 depositary shares
Preferred shares represented: 21,000 shares
Aggregate liquidation preference: $525,000,000
+5 more
8 metrics
Depositary shares redeemed
525,000 depositary shares
All outstanding Series D preferred depositary shares to be redeemed on September 15, 2026
Preferred shares represented
21,000 shares
Series D preferred shares represented by 525,000 depositary shares
Aggregate liquidation preference
$525,000,000
Total liquidation preference of Series D preferred stock being redeemed
Redemption price per preferred share
$25,312.50 per share
Includes $25,000 liquidation preference plus accumulated and unpaid dividends
Redemption price per depositary share
$1,012.50 per depositary share
Equivalent redemption price for each depositary share
KeyCorp total assets
$191 billion
Approximate assets at June 30, 2026
Redemption date
September 15, 2026
Effective date for Series D preferred stock redemption
Branch network
approximately 950 branches
KeyCorp branch count across 15 states
Key Terms
Perpetual Non-Cumulative Preferred Stock, depositary shares, liquidation preference, book-entry form, +2 more
6 terms
Perpetual Non-Cumulative Preferred Stock financial
"Series D Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock"
liquidation preference financial
"with an aggregate liquidation preference of $525,000,000, currently outstanding"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
book-entry form financial
"All shares of the Preferred Stock are held in book-entry form through the Depository Trust Company"
A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.
Depository Trust Company financial
"through the Depository Trust Company (“DTC”) and will be redeemed in accordance"
A central securities depository that holds stocks, bonds and other securities in electronic form and handles the transfer and finalizing of trades between brokerages. For investors it acts like a secure electronic vault and central bookkeeping hub that speeds transactions, reduces the chance of lost or duplicated certificates, and determines whether holdings are eligible for trading, dividends and other corporate actions through your broker.
redemption agent financial
"Computershare, KeyCorp’s transfer agent, will serve as the redemption agent"
A redemption agent is the third-party firm or bank that handles the paperwork and payments when investors cash out certain securities or funds. Think of it as the trusted cashier and record-keeper who confirms you’re entitled to money, arranges the transfer, and ensures rules are followed; its efficiency and reliability affect how quickly and safely investors actually receive proceeds and reduce the risk of administrative delays or errors.
FAQ
What is KeyCorp (KEY) redeeming in its August 2026 announcement?
KeyCorp is redeeming all 525,000 depositary shares representing 21,000 shares of its Series D Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, with an aggregate liquidation preference of $525,000,000, on September 15, 2026.
What redemption price will KeyCorp (KEY) pay for the Series D preferred stock?
KeyCorp will pay a redemption price of $25,312.50 per preferred share, or $1,012.50 per depositary share. This equals the $25,000 per share liquidation preference plus accumulated and unpaid dividends and distributions through the redemption date.
What happens to KeyCorp (KEY) Series D preferred stock after redemption?
Upon redemption, the Series D preferred stock will no longer be outstanding. All rights associated with the stock will cease and terminate, except the right to receive payment of the applicable redemption price in cash.
Who is handling the KeyCorp (KEY) Series D preferred stock redemption process?
All shares are held in book-entry form through the Depository Trust Company (DTC) and will be redeemed under DTC procedures. Computershare, located in Canton, MA, will act as KeyCorp’s redemption agent for the transaction.
How large is KeyCorp (KEY) relative to this $525 million preferred redemption?
KeyCorp reported assets of approximately $191 billion as of June 30, 2026. The Series D preferred stock being redeemed has an aggregate liquidation preference of $525,000,000, a small portion of the company’s total assets.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): August 14, 2026
(Exact name of registrant as specified in charter)
| State or other jurisdiction of incorporation or organization: | Commission File Number | I.R.S. Employer Identification Number: | ||||||||||||
| 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 | ||||||
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 8.01 Other Events.
On August 14, 2026, KeyCorp (the “Company”) gave notice of its intention to redeem all of its 525,000 depositary shares each representing a 1/25th ownership interest in a share of its issued and outstanding Series D Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock (the “Preferred Stock”) on September 15, 2026 (the “Preferred Stock Redemption”).
The Preferred Stock Redemption is in accordance with the terms in the Company’s Third Amended and Restated Articles of Incorporation, as amended. There are 525,000 depositary shares representing 21,000 shares of Preferred Stock, with an aggregate liquidation preference of $525,000,000, currently outstanding. The Preferred Stock will be redeemed for cash at the redemption price of $25,312.50 per share ($1,012.50 per depositary share), which equals the liquidation preference of $25,000 per share ($1,000 per depositary share) plus accumulated and unpaid dividends and distributions through the redemption date. All shares of the Preferred Stock are held in book-entry form through the Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Upon redemption, the Preferred Stock will no longer be outstanding and all rights with respect to such stock will cease and terminate, except the right to payment of the redemption price.
A copy of the press release announcing the notice of redemption is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into the filings of KeyCorp under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
99.1 | Press release dated August 14, 2026, announcing the notice of redemption. | |||||||
| 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: August 14, 2026 | /s/ Andrea R. McCarthy | |||||||
| By: Andrea R. McCarthy | ||||||||
| Title: Assistant Secretary | ||||||||
NEWSFOR IMMEDIATE RELEASE
KEYCORP PROVIDES NOTICE OF REDEMPTION OF SERIES D PREFERRED STOCK
CLEVELAND, August 14, 2026 – KeyCorp (NYSE: KEY) announced today that it has provided notice of its intention to redeem all 525,000 depositary shares each representing a 1/25th ownership interest in a share of its issued and outstanding Series D Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock (CUSIP No. 493267AK4) (the “Preferred Stock”) on September 15, 2026.
There are 525,000 depositary shares representing 21,000 shares of Preferred Stock, with an aggregate liquidation preference of $525,000,000, currently outstanding. The Preferred Stock will be redeemed for cash at the redemption price of $25,312.50 per share ($1,012.50 per depositary share), which equals the liquidation preference of $25,000 per share ($1,000 per depositary share) plus accumulated and unpaid dividends and distributions through the redemption date. All shares of the Preferred Stock are held in book-entry form through the Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Upon redemption, the Preferred Stock will no longer be outstanding and all rights with respect to such stock will cease and terminate, except the right to payment of the redemption price.
Computershare, KeyCorp’s transfer agent, will serve as the redemption agent. Computershare is located at 250 Royall Street, Canton, MA 02021.
About KeyCorp
KeyCorp's roots trace back more than 200 years to Albany, New York. Headquartered in Cleveland, Ohio, Key is one of the nation's largest bank-based financial services companies, with assets of approximately $191 billion at June 30, 2026.
Key provides deposit, lending, cash management, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of approximately 950 branches and approximately 1,100 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank Member FDIC.
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Note to Editors: For up-to-date company information, media contacts and facts and figures about Key lines of business, visit our Media Newsroom at Key.com/newsroom.
For more information contact:
Investor Relations: Troy Gates, 216.689.3244, troy_gates@keybank.com
Media: Beth Strauss, 216.471.2787, beth_a_strauss@keybank.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not relate strictly to historical or current facts. Forward-looking statements usually can be identified by the use of words such as "goal," "objective," "plan," "expect," "assume," "anticipate," "intend," "project," "believe," "estimate," or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results, or aspirations. Forward-looking statements, by their nature, are subject to assumptions, risks and uncertainties, many of which are outside of our control. Our actual results may differ materially from those set forth in our forward-looking statements. There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause Key's actual results to differ from those described in the forward-looking statements can be found in KeyCorp's Form 10-K for the year ended December 31, 2025, and in KeyCorp's subsequent SEC filings, all of which have been or will be filed with the Securities and Exchange Commission (the "SEC") and are or will be available on Key's website (www.key.com/ir) and on the SEC's website (www.sec.gov). These factors may include, among others, adverse changes in credit quality trends, declining asset prices, a worsening of the U.S. economy due to financial, political, or other shocks, the extensive regulation of the U.S. financial services industry, the soundness of other financial institutions, and the impact of changes in the interest rate environment. Any forward-looking statements made by us or on our behalf speak only as of the date they are made and we do not undertake any obligation to update any forward-looking statement to reflect the impact of subsequent events or circumstances.