KeyCorp (NYSE: KEY) updates senior and subordinated medium-term note program

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did KeyCorp (KEY) disclose in this 8-K filing on June 10, 2026?

What are KeyCorp’s Senior Medium-Term Notes, Series U, described in the filing?

What are the Subordinated Medium-Term Notes, Series V, for KeyCorp (KEY)?

How has KeyCorp registered the notes mentioned in this 8-K filing?

Which key exhibits are included with KeyCorp’s Medium-Term Note Program update?

Which trustee is associated with KeyCorp’s senior and subordinated indentures?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

KeyCorp filed an update to its Medium-Term Note Program, under which it may issue from time to time Senior Medium-Term Notes, Series U, and Subordinated Medium-Term Notes, Series V. These notes will be issued under existing senior and subordinated indentures with Deutsche Bank Trust Company Americas as trustee.

The notes have been registered under the Securities Act of 1933 through a shelf registration statement on Form S-3, File No. 333-296536, filed on June 5, 2026. The filing also attaches a new distribution agreement, officers’ certificates and company orders for each indenture, and specimen forms of the various Series U and Series V note types.

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.

Program update date: June 10, 2026 Registration statement file number: File No. 333-296536 Registration statement filing date: June 5, 2026 +1 more

4 metrics

Program update date June 10, 2026 Date KeyCorp updated its Medium-Term Note Program

Registration statement file number File No. 333-296536 Form S-3 under which the notes are registered

Registration statement filing date June 5, 2026 Filing date of KeyCorp’s Form S-3

Original indenture date June 10, 1994 Base date for both senior and subordinated indentures

Medium-Term Note Program, Senior Medium-Term Notes, Series U, Subordinated Medium-Term Notes, Series V, Indenture, +1 more

5 terms

Medium-Term Note Program financial

"KeyCorp updated its Medium-Term Note Program, under which the Company may issue from time to time Senior Medium-Term Notes"

Senior Medium-Term Notes, Series U financial

"may issue from time to time Senior Medium-Term Notes, Series U (the “Series U Notes”)"

Subordinated Medium-Term Notes, Series V financial

"and Subordinated Medium-Term Notes, Series V (the “Series V Notes,” and together with the Series U Notes, the “Notes”)"

Indenture financial

"The Series U Notes will be issued pursuant to the Indenture dated as of June 10, 1994, as amended"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Registration statement on Form S-3 regulatory

"The Notes have been registered under the Securities Act of 1933, as amended, by 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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/10/2026 - 04:08 PM

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): June 10, 2026

LOGO

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) 689-6300

(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 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 June 10, 2026, KeyCorp (the “Company”) updated its Medium-Term Note Program, under which the Company may issue from time to time Senior Medium-Term Notes, Series U (the “Series U Notes”), and Subordinated Medium-Term Notes, Series V (the “Series V Notes,” and together with the Series U Notes, the “Notes”). The Series U Notes will be issued pursuant to the Indenture dated as of June 10, 1994, as amended by a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental Indenture dated as of November 13, 2013, and a Third Supplemental Indenture dated as of May 23, 2022 (as so amended, the “Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) (“Deutsche Bank”), as Senior Note Trustee, and the Officers’ Certificate and Company Order dated as of June 10, 2026, pursuant to Sections 201, 301 and 303 of the Senior Indenture. The Series V Notes will be issued pursuant to the Indenture dated as of June 10, 1994, as amended by a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental Indenture dated as of November 13, 2013, and a Third Supplemental Indenture dated as of June 16, 2023 (as so amended, the “Subordinated Indenture”) between the Company and Deutsche Bank, as Subordinated Note Trustee, and the Officers’ Certificate and Company Order dated June 10, 2026, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3, File No. 333-296536, filed on June 5, 2026.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


1.1		Distribution Agreement dated June 10, 2026 between the Company and the Agents named therein.

4.1		Officers’ Certificate and Company Order dated June 10, 2026, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture (excluding exhibits thereto).

4.2		Officers’ Certificate and Company Order dated June 10, 2026, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture (excluding exhibits thereto).

4.3		Specimen of Notes:

		(a) Series U Fixed Rate Note;

		(b) Series U Floating Rate Note;

		(c) Series U Fixed Rate Reset Note;

		(d) Series U Fixed Rate/Floating Rate Note;

		(e) Series U Master Global Note;

		(f) Series V Fixed Rate Note;

		(g) Series V Floating Rate Note;

		(h) Series V Fixed Rate Reset Note;

		(i) Series V Fixed Rate/Floating Rate Note; and

		(j) Series V Master Global Note.

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.

Source: View Original Filing on SEC EDGAR

KeyCorp disclosed an update to its Medium-Term Note Program, allowing issuance of Senior Medium-Term Notes, Series U, and Subordinated Medium-Term Notes, Series V. The filing also provides related contractual documents and specimen notes as exhibits for investors and counterparties to reference.

Senior Medium-Term Notes, Series U, are debt securities that KeyCorp may issue under its updated Medium-Term Note Program. They are governed by a senior indenture originally dated June 10, 1994, as amended, with Deutsche Bank Trust Company Americas serving as Senior Note Trustee.

Subordinated Medium-Term Notes, Series V, are lower-priority debt securities KeyCorp may issue under the updated program. They are issued under a subordinated indenture dated June 10, 1994, as amended, with Deutsche Bank Trust Company Americas acting as Subordinated Note Trustee.

KeyCorp states that the notes have been registered under the Securities Act of 1933 using a registration statement on Form S-3. The registration statement is identified as File No. 333-296536 and was filed with the SEC on June 5, 2026.

The filing includes a Distribution Agreement dated June 10, 2026, officers’ certificates and company orders for both senior and subordinated indentures, and specimen forms of multiple Series U and Series V note types, including fixed, floating, reset, and master global notes.

Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, serves as trustee for both KeyCorp’s senior and subordinated indentures. It acts as Senior Note Trustee for Series U notes and Subordinated Note Trustee for Series V notes under the Medium-Term Note Program.

Date: June 10, 2026

/s/ Andrea R. McCarthy

By: Andrea R. McCarthy

Assistant Secretary

8 documents