Welcome to our dedicated page for Keycorp SEC filings (Ticker: KEY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
KeyCorp filings document the reporting, governance, and capital structure of a bank-based financial services company with common shares listed under KEY and multiple series of depositary preferred shares. Its 8-K filings include operating results, supplemental earnings materials, investor presentation disclosures, executive and board changes, and other material events.
Regulatory filings also cover proxy matters, director elections, executive compensation, shareholder voting items, and board structure. Capital-structure disclosures include registered securities, preferred stock depositary shares, senior medium-term notes, Form S-3 registration activity, and prospectus supplements tied to securities offerings.
KeyCorp filed a Pre-Effective Amendment to its Form S-3 registering the resale by a selling shareholder of 158,723,874 common shares.
The prospectus states KeyCorp is not selling any shares here and will not receive proceeds from these resales. Shares outstanding were 1,079,368,644 as of May 31, 2026. The selling shareholder (The Bank of Nova Scotia) acquired shares under an Investment Agreement in two tranches in 2024.
BANK OF NOVA SCOTIA, a director and more than ten percent owner of KEYCORP, reported a disposition of 277,182 Common Shares back to the company at $22.13 per share. This was a "disposition to issuer" under code D and occurred pursuant to an existing Investment Agreement that provides for automatic, pro rata participation in certain KeyCorp share repurchases. After the transaction, BANK OF NOVA SCOTIA still directly holds 158,091,354 Common Shares, so the disposed amount is small relative to its remaining position.
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.
KeyCorp filed a prospectus supplement dated June 10, 2026 to a base prospectus (Registration No. 333-296536) to offer senior medium-term notes, Series U, and subordinated medium-term notes, Series V. Final terms for each series will be set forth in separate pricing supplements. The supplement describes multiple note structures (fixed, floating, fixed-to-floating, fixed-rate-reset) and references a range of possible reference rates including SOFR, EURIBOR, CORRA and others. It highlights structural subordinations, limited covenants, potential regulatory limitations on redemptions, benchmark transition and fallback mechanics, secondary-market liquidity risks, and conflicts of interest where KeyCorp or affiliates may act as calculation agent or dealer.
Bank of Nova Scotia, a director and ten percent owner of KeyCorp, reported a disposition of 355,338 common shares at $21.24 per share. This was a disposition to the issuer, carried out under an existing Investment Agreement that provides for automatic, pro rata participation in certain KeyCorp share repurchases. Following the transaction, Bank of Nova Scotia is shown as holding 158,368,536 common shares, indicating a large continuing ownership position in KeyCorp.
KeyCorp is registering the resale of 158,723,874 common shares (par value $1.00) by a selling shareholder under a shelf registration dated June 5, 2026. The prospectus states KeyCorp is not selling any shares here and will receive no proceeds from these resale transactions.
The shares were issued pursuant to an Investment Agreement dated August 12, 2024 with The Bank of Nova Scotia, which purchased two tranches: 47,829,359 shares on August 30, 2024 at $17.17 per share and 115,042,316 shares on December 27, 2024 at $17.17 per share. Shares outstanding were 1,079,368,644 as of May 31, 2026. The prospectus permits resale from time to time and lists multiple distribution methods; underwriting discounts and selling commissions would be borne by the selling shareholder.
KeyCorp director Elizabeth R. Gile reported an open-market sale of 23,946 Common Shares on June 3, 2026. The sale was executed at a weighted average price of $20.88 per share, with individual trades priced between $20.88 and $20.89.
After this transaction, Gile directly owns 21,255 Common Shares of KeyCorp. The filing notes that detailed price and size information for each individual trade is available upon request from KeyCorp, any of its security holders, or the staff of the Securities and Exchange Commission.
KeyCorp filed a shelf registration statement on June 5, 2026 to register multiple classes of securities including debt securities, preferred stock, depositary shares, common shares, warrants, purchase contracts and units. The registration permits offers and sales from time to time after effectiveness and contemplates prospectus supplements describing terms.
The prospectus states that some offerings may be made by KeyCorp or by selling securityholders and that affiliates, including KeyBanc Capital Markets, may act as principals or agents; the prospectus notes that KeyCorp will not receive proceeds from affiliate secondary sales and that any primary-offering proceeds will be used for general corporate purposes.
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.
KEYCorp reported a Form 144 notice proposing the sale of 23,946 shares of Common Stock through Fidelity Brokerage Services LLC on 06/03/2026. The filing lists an aggregate value of $499,995.48 and identifies the securities' CUSIP as 1084225688. The filing references awards from restricted stock vesting and a non-qualified deferred compensation plan.