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 (KEY) reported $537 million in net income from continuing operations attributable to common shareholders for the third quarter of 2026, or diluted EPS of $0.51. Taxable-equivalent net interest income was $1.31 billion, up $115 million year over year, and net interest margin was 2.95%, up 20 basis points. Lower deposit costs, reinvestment of maturing securities and swaps, balance-sheet growth and a shift toward higher-yielding commercial and industrial loans contributed; lower rates on repricing assets partly offset those factors.
KeyCorp’s full-year 2026 outlook calls for taxable-equivalent revenue up ~8% and taxable-equivalent net interest income up ~10% from 2025, average loans up ~5%, average commercial loans up ~10%, and net charge-offs to average loans of 37–39 basis points. It repurchased $320 million of common shares in the third quarter and remained on pace for $1.3 billion of share repurchases in 2026. The company closed its acquisition of Clearwater UK, which is expected to expand its international middle-market M&A advisory capabilities.
KeyCorp’s estimated Common Equity Tier 1 ratio was 11.08% at September 30, 2026. In May 2026, its board authorized up to $3.0 billion of common-share repurchases, replacing a prior $1.0 billion authorization.
KEYCORP (KEY) reported that Andrew J. Paine III, Head of Institutional Bank, had a gift disposition on October 30, 2026, of 4,265 common shares held indirectly through a spouse; the reported post-transaction position in those shares was 0. Other reported holdings dated October 30, 2026, included 184,016 shares directly, 102,946 through a GRAT, and 445 through Paine Investments LP. The 401(k) Plan held 27,210 shares, reported as of October 28, 2026. No Rule 10b5-1 plan is reported.
KEYCORP executive Andrew J. Paine III, Head of Institutional Bank, reported a gift of 7,555 common shares on October 28, 2026. He held 184,016 common shares directly after the transaction. The amendment says his Form 4 filed October 29, 2026, inadvertently omitted an additional gift effected October 28, 2026.
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.
KEYCORP’s Head of Institutional Bank, Andrew J. Paine III, reported exercising options covering 39,130 common shares on October 28, 2026, at an exercise price of $18.96 per share, and selling 39,130 shares that day. The sale footnote describes a weighted-average price and says the individual transaction prices ranged from $20.20 to $20.21. The option position was reported as zero shares following the exercise. No Rule 10b5-1 plan is reported. On October 27, 2026, upon termination of a separate grantor retained annuity trust, 11,956 shares were transferred to Paine’s children. The report also lists indirect holdings of 102,946 shares by a GRAT, 445 shares by Paine Investments LP, and 4,265 shares by his spouse. A 401(k) Plan holding of 27,210 shares is reported as of October 28, 2026.
KeyCorp is issuing $1,000,000,000 of 5.889% fixed-to-floating rate senior notes due November 2, 2032. The notes are offered at 100.000% of principal; the underwriting discount is 0.350%, and proceeds to KeyCorp are $996,500,000 before expenses. KeyCorp estimates offering expenses, excluding the discount, of approximately $425,000. Net proceeds are intended for general corporate purposes, which may include redemption of certain outstanding preferred stock; their use depends on funding requirements and the availability of other funds.
Interest accrues from November 2, 2026. The notes pay 5.889% annually, semiannually in arrears during the fixed-rate period, with payments beginning May 2, 2027 and ending November 2, 2031. Starting February 2, 2032, interest is paid quarterly at Compounded SOFR plus 1.300%. The notes are unsecured, rank equally with KeyCorp’s other unsecured senior indebtedness, and are effectively subordinated to secured debt and structurally subordinated to subsidiary creditors. KeyCorp does not intend to list the notes on a securities exchange.
KeyCorp officer Andrew J. Paine III reported a proposed sale of 39,130 common shares, with an aggregate market value of $829,738.78 and an approximate sale date of October 28, 2026. The notice lists Fidelity Brokerage Services LLC as broker, NYSE as the exchange, and stock option exercise as the acquisition method.
KeyCorp's preliminary pricing supplement, marked subject to completion, describes a primary issue of fixed-to-floating rate senior notes under its Medium-Term Notes, Series U program, with a stated maturity in 2032. The notes are unsecured, rank equally with KeyCorp's other unsecured senior indebtedness, and are effectively subordinated to secured debt and structurally subordinated to subsidiary debt. Minimum denominations are $2,000, with larger amounts in whole multiples of $1,000.
The described interest structure is fixed initially, then floating at Compounded SOFR based on the Compounded Index Rate plus a spread. KeyCorp intends to use net proceeds for general corporate purposes, which may include redeeming certain outstanding preferred stock. KeyCorp may redeem the notes under the stated optional-redemption terms; holders cannot require repayment before maturity, and the notes have no sinking fund.
KeyCorp reported third-quarter 2026 net income from continuing operations attributable to Key common shareholders of $537 million, or $0.51 per diluted common share. Total revenue was $2.044 billion, up 8.4% year over year, and diluted EPS increased 24.4%; revenue was described as a record. Net interest margin was 2.95%, up 20 basis points year over year.
Taxable-equivalent net interest income was $1.308 billion. Investment banking and debt placement fees rose 16.3% from a year earlier, while noninterest expense increased 5.8% to $1.245 billion. Average deposits reached $151.175 billion, up $3.6 billion sequentially; average loans held for investment increased $1.5 billion. Net loan charge-offs were $89 million, compared with $114 million a year earlier, and nonperforming assets were $627 million versus $668 million.
Key repurchased $320 million of common shares and declared a $0.205-per-common-share dividend. Its estimated Common Equity Tier 1 ratio was 11.1% at September 30, 2026. Management said it was confident in achieving and sustaining return on tangible common equity of 15%+ by the end of 2027.
KEYCORP director Barbara R. Snyder reported on October 1, 2026, the distribution of 1,526 Deferred Shares as 1,526 Common Shares and a separate conversion of 1,417 Deferred Shares into 1,417 Common Shares. The 1,526 Deferred Shares include approximately 80 dividend-equivalent deferred shares accrued in September 2026; the 1,526 Common Shares include approximately 133 shares acquired through September dividend reinvestments. The 1,417 Deferred Shares are each economically equivalent to one Common Share and include approximately 1,417 dividend-equivalent deferred shares accrued under the Amended and Restated Directors’ Deferred Share Sub-Plan to the KeyCorp 2026 Equity Compensation Plan.