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KeyCorp 8-K Filings

KEY NYSE

Every 8-K that KeyCorp (KEY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow KEY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KEY filings page.

Rhea-AI Summary

KeyCorp (KEY) used a Barclays Global Financial Services Conference presentation to outline its 2026 outlook and provide context on recent results. Management expects full-year 2026 revenue to grow by roughly 8% from a 2025 baseline of $7.5 billion on an operating, taxable-equivalent basis, with net interest income projected to rise 9–11% from a $4.7 billion baseline.

The outlook assumes 4Q 2026 net interest margin of 3.00–3.05%, average earning assets up $1–2 billion from 2Q 2026, and 2026 noninterest income growth of 4–5% (or 6–7% on an adjusted basis). Adjusted noninterest expense is expected to increase about 4% from a $4.7 billion 2025 baseline. Average loans are guided to grow 4–5% from a $105.7 billion 2025 average, including 8–10% growth in average commercial loans from a $74.5 billion baseline. Guidance incorporates a GAAP tax rate of about 22% and a tax-equivalent effective rate near 23%, and is presented using several non-GAAP measures with reconciliations described in the presentation.

Rhea-AI 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.

Rhea-AI Summary

KeyCorp reported second quarter 2026 net income from continuing operations attributable to common shareholders of $472 million, or $0.44 per diluted share, up from $387 million, or $0.35, in the prior-year quarter.

Total revenue on a taxable-equivalent basis was $1.96 billion, a 6.7% year-over-year increase, driven by 9.4% growth in net interest income to $1.26 billion and a net interest margin of 2.89%. Noninterest income rose 2.3% to $706 million, with higher trust and investment services and cards and payments income partially offset by lower commercial mortgage servicing fees.

Noninterest expense increased 5.5% year-over-year to $1.22 billion, mainly from higher personnel costs. Net loan charge-offs were $115 million, or 0.42% of average loans, and the allowance for credit losses was $1.72 billion, or 1.56% of period-end loans. The Common Equity Tier 1 capital ratio was 11.2%, and KeyCorp repurchased $341 million of common shares while declaring a $0.205 quarterly common dividend.

Rhea-AI Summary

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.

Rhea-AI Summary

KeyCorp filed an 8-K to recast its 2025 segment reporting so results align with how management now centrally manages interest rate risk. The change shifts certain net interest impacts into the Other segment and revises some noninterest income allocations, but does not alter previously reported consolidated financial statements.

Recast 2025 information shows record full-year revenue, with net interest income (taxable-equivalent) of $4.7 billion and a net interest margin of 2.69%, driven by lower deposit costs, reinvestment into higher-yielding assets, and a richer mix of commercial loans. Noninterest income was $2.8 billion, rebounding from 2024’s securities repositioning loss.

Average loans were $105.7 billion and average deposits $149.3 billion in 2025. At December 31, 2025, total loans were $106.5 billion, deposits $148.7 billion, and the Common Equity Tier 1 capital ratio was a strong 11.78%. The filing also includes an unchanged auditor’s report, updated only for the dual date reflecting the segment recast.

Rhea-AI Summary

KeyCorp furnished an investor presentation outlining recent performance, balance sheet strength, and multi‑year targets. For 1Q26, diluted EPS from continuing operations was $0.44, up from $0.33 a year earlier, with net interest income of $1.23 billion and total taxable‑equivalent revenue of $1.95 billion, both up double digits year over year.

The bank highlighted a sticky, relationship‑driven deposit base, with $148 billion in deposits, a loan‑to‑deposit ratio of 75%, and a 10‑year average net charge‑off ratio of 0.30%. Credit metrics remain solid, including 1Q26 net charge‑offs of 0.38% of average loans and nonperforming assets of 0.63% of loans plus OREO.

Capital levels are described as peer‑leading, with a 1Q26 Common Equity Tier 1 ratio of 11.4% and a marked CET1 ratio of 10.0%. The board authorized a new $3.0 billion share repurchase program, and management plans at least $1.3 billion of repurchases in 2026. Guidance calls for 2026 net interest income growth of 9–10%, total revenue growth of about 7%, and progress toward a net interest margin above 3.25% and return on tangible common equity above 15% by 4Q27.

Rhea-AI Summary

KeyCorp reported routine annual meeting results and new capital return actions. Shareholders elected fourteen directors, ratified Ernst & Young as auditor for 2026, approved executive compensation, and approved the 2026 Equity Compensation Plan, which allows a broad range of equity awards and raises the annual equity and cash compensation limit for non-employee directors from $500,000 to $750,000.

The board declared a quarterly cash dividend of $0.205 per common share for the second quarter of 2026, along with scheduled dividends on multiple preferred stock series, all payable on June 15, 2026. The board also authorized a new share repurchase program under which KeyCorp may repurchase up to $3.0 billion of common shares, replacing a prior $1.0 billion authorization that had approximately $280 million remaining.

Rhea-AI Summary

KeyCorp reported strong first quarter 2026 results with broad-based growth and solid asset quality. Net income attributable to common shareholders from continuing operations was $486 million, or $0.44 per diluted share, up from $370 million, or $0.33, a year earlier, a 33% earnings increase per share. Total revenue on a taxable-equivalent basis rose 10% year-over-year to $1.95 billion, driven by 11% growth in net interest income to $1.23 billion and 8% growth in noninterest income to $723 million. Net interest margin improved to 2.87% from 2.58% as funding costs declined and higher-yielding commercial and industrial loans grew.

Average loans increased to $107.7 billion, up 3.2% year-over-year, led by 10.1% growth in commercial and industrial balances, while consumer loans intentionally declined. Average deposits were $147.3 billion and the cost of total deposits fell to 1.65%. Credit quality remained favorable, with net charge-offs at 0.38% of average loans and nonperforming assets at 0.63% of loans plus OREO. The allowance for credit losses was $1.75 billion, or 1.60% of period-end loans. Capital stayed above regulatory “well-capitalized” levels, with an estimated Common Equity Tier 1 ratio of 11.4%. KeyCorp returned capital through a $0.205 quarterly dividend and repurchased $389 million of common stock, reducing shares outstanding to about 1.09 billion.

Rhea-AI 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.

Rhea-AI Summary

KeyCorp filed a current report noting it will review its performance, strategy, and outlook at the UBS Financial Services Conference on February 9, 2026, with slides and a live webcast available on its investor relations website.

The accompanying presentation focuses on the Commercial Bank and middle market franchise, highlighting roughly 5,000 customers across 30 markets, generally serving clients with $10 million to $1 billion in revenue. It cites a total addressable market of more than 200,000 U.S. middle market businesses and about $7 trillion in annual payments volume.

KeyCorp reports commercial deposits of about $58 billion in 2025 and approximately $2.1 billion from commercial payments and middle market activities. The slides note commercial payments revenue compound annual growth of roughly 17–20% over the last five years, around 90% payments penetration among middle market clients, and about 98% of deposits linked to an operating account. From 2019 to 2025, commercial banking revenue rose 26%, deposits grew 60%, and gross payments fees increased 37%, while middle market commercial payments expanded 57%.

Rhea-AI Summary

KeyCorp issued $750,000,000 aggregate principal amount of 5.305% Fixed-to-Floating Rate Senior Medium Term Notes, Series S, due January 28, 2037. These Notes are senior debt securities, meaning they rank ahead of subordinated debt in repayment priority.

The Notes were issued under an existing automatic shelf registration on Form S-3 referenced as File No. 333-272573. A legal opinion from Squire Patton Boggs (US) LLP regarding the validity of the Notes is included as Exhibit 5.1, providing formal confirmation that the securities were properly authorized and issued.

Rhea-AI Summary

KeyCorp furnished its financial results for the three- and twelve-month periods ended December 31, 2025, and announced several board changes. The company issued a press release and a supplemental information package outlining fourth quarter 2025 performance, and filed its consolidated balance sheets and statements of income as part of the report. Two long-serving directors, Ruth Ann Gillis and Carlton Highsmith, plan to retire from the board at the 2026 Annual Meeting of Shareholders. The board intends to nominate Antonio "Tony" DeSpirito and Christopher L. "Chris" Henson as independent directors at that meeting, keeping the board size at 14 members. KeyCorp also named Todd Vasos as Lead Independent Director, succeeding Alexander M. "Sandy" Cutler, who remains on the board.

Rhea-AI Summary

KeyCorp reported that Board member David K. Wilson has retired from its Board of Directors for personal health reasons, effective January 13, 2026. In connection with his departure, the Board approved a reduction in its size to 14 members, effective January 15, 2026. This change reflects an adjustment in the Board’s composition following Mr. Wilson’s immediate retirement.

8-K
Rhea-AI Summary

KeyCorp filed a prospectus supplement registering 161,968,762 common shares, par value $1.00 per share, that were issued to The Bank of Nova Scotia under an Investment Agreement dated August 12, 2024. These shares were issued previously and are now covered by KeyCorp’s existing shelf Registration Statement on Form S-3 (No. 333-272573) through this supplement filed on December 23, 2025. The Investment Agreement required KeyCorp to file this prospectus supplement no later than December 27, 2025. In connection with the supplement, KeyCorp is also filing a legal opinion from Squire Patton Boggs (US) LLP and related consent as exhibits.

Rhea-AI Summary

KeyCorp filed a current report to announce that it has posted a new investor presentation on its website. The presentation, dated December 9, 2025, is attached as Exhibit 99.1 and may be used in discussions with investors and analysts, including at the Goldman Sachs Financial Services Conference on that same date. The materials are available through the Investor Relations section of KeyCorp’s website.

The company states that the information in this investor presentation and in this report under Regulation FD is being furnished rather than filed, which means it is not subject to certain liability provisions of the federal securities laws and is not automatically incorporated into other securities filings.

Rhea-AI Summary

KeyCorp reported that its subsidiary, KeyBank National Association, has given notice to redeem all of its outstanding 4.700% Fixed Rate Senior Bank Notes due January 26, 2026. The redemption will occur on December 29, 2025 at a price equal to 100% of the outstanding principal amount of the notes, plus accrued and unpaid interest up to, but excluding, the redemption date. The company also issued a press release with further details, which is included as an exhibit.

Rhea-AI Summary

KeyCorp announced a Regulation FD presentation at the BancAnalysts Association of Boston Conference on November 6, 2025, where it will review its performance, strategy, and outlook. The presentation slides are furnished as Exhibit 99.1 and posted on key.com/ir. A live audio webcast will be available on the event day, with a recording posted afterward. The information under Item 7.01 and Exhibit 99.1 is furnished, not filed, and is not incorporated by reference.

Rhea-AI Summary

KeyCorp reported it issued a press release announcing financial results for the three- and nine-month periods ended September 30, 2025, and posted a third‑quarter 2025 supplemental information package. Both materials were furnished as Exhibits 99.1 and 99.2.

The company also filed its Consolidated Balance Sheets and Consolidated Statements of Income as Exhibit 99.3, which are deemed “filed” under the Exchange Act and may be incorporated by reference in Securities Act filings. The report is dated October 16, 2025.

Rhea-AI Summary

KeyCorp filed a current report to let investors know it has posted a new investor presentation on its website. On September 26, 2025, the company made this presentation available and attached it as Exhibit 99.1. KeyCorp states that it may use this presentation in discussions with investors and analysts, and that it can be accessed through the Investor Relations section of its website. The company also clarifies that the information in the presentation and in this disclosure is being furnished, not filed, which limits its treatment under federal securities laws.

8-K