KeyCorp issues $1B in senior notes due 2032

Counsel's opinion on the validity of the notes was filed as an exhibit with the report.

Available on EDGAR 11/02/2026 - 04:23 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:23 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

KeyCorp issued $1,000,000,000 aggregate principal amount of Series U 5.889% Fixed-to-Floating Rate Senior Medium Term Notes due November 2, 2032. The notes were registered under a Form S-3 registration statement filed by KeyCorp.

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, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount: $1,000,000,000 Fixed-to-floating rate: 5.889% Maturity: November 2, 2032

3 metrics

Aggregate principal amount $1,000,000,000 Series U notes issued November 2, 2026

Fixed-to-floating rate 5.889% Series U notes

Maturity November 2, 2032 Series U notes

Key Terms

aggregate principal amount, Fixed-to-Floating Rate Senior Medium Term Notes, Registration Statement on Form S-3

3 terms

aggregate principal amount financial

"$1,000,000,000 aggregate principal amount"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

Fixed-to-Floating Rate Senior Medium Term Notes financial

"5.889% Fixed-to-Floating Rate Senior Medium Term Notes"

Registration Statement on Form S-3 regulatory

"registered under the Securities Act ... pursuant to a Registration Statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much debt did KEY issue?

KeyCorp issued $1,000,000,000 aggregate principal amount of its Series U notes.

What are the interest rate and maturity date for KEY's Series U notes?

The notes are 5.889% Fixed-to-Floating Rate Senior Medium Term Notes due November 2, 2032.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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KEYCORP /NEW/ Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E) false 0000091576 0000091576 2026-11-02 2026-11-02 0000091576 key:CommonShares1ParValueMember 2026-11-02 2026-11-02 0000091576 key:DepositarySharesEachRepresentingA140thInterestInAShareOfFixedToFloatingRatePerpetualNonCumulativePreferredStockSeriesEMember 2026-11-02 2026-11-02 0000091576 us-gaap:SeriesFPreferredStockMember 2026-11-02 2026-11-02 0000091576 us-gaap:SeriesGPreferredStockMember 2026-11-02 2026-11-02 0000091576 us-gaap:SeriesHPreferredStockMember 2026-11-02 2026-11-02

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): November 2, 2026

KeyCorp

(Exact name of registrant as specified in charter)

001-11302

(Commission File Number)

Ohio		34-6542451
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

127 Public Square

Cleveland, Ohio 44114-1306

(Address of principal executive offices and 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:

☐ 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 8.01 Other Events.

On November 2, 2026, KeyCorp (the “Company”) issued $1,000,000,000 aggregate principal amount of its 5.889% Fixed-to-Floating Rate Senior Medium Term Notes, Series U, due November 2, 2032 (the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (File No. 333-296536) filed by the Company with the Securities and Exchange Commission (the “Registration Statement”). In connection with the issuance and sale of the Notes, the legal opinion of Squire Patton Boggs (US) LLP, as counsel, is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
5.1		Opinion of Squire Patton Boggs (US) LLP as to the validity of the Notes.
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 thereunto duly authorized.

KEYCORP

Date: November 2, 2026

/s/ Andrea R. McCarthy

By: Andrea R. McCarthy

Assistant Secretary

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-5.1 EX-5.1 10.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.4 KB