KEYCORP /NEW/ (KEY) SEC Filings, Oct-Dec 2025

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.

KeyCorp (KEY) reported an insider transaction by a reporting person who is both a director and 10% owner. On 11/18/2025, the reporting person disposed of 214,129 common shares at a price of $17.87 per share. After this sale, the reporting person beneficially owned 162,783,583 common shares, held directly.

The disposition was made pursuant to an Investment Agreement dated August 12, 2024, under which the reporting person participates, in certain circumstances and on a pro rata basis, in any repurchase by KeyCorp of its common shares. For Section 16 purposes, the reporting person may be deemed a director-by-deputization because of its contractual right to nominate directors to KeyCorp’s board.

T. Rowe Price Associates, Inc. filed a Schedule 13G reporting beneficial ownership of 57,886,861 shares of KeyCorp (KEY) common stock, representing 5.3% of the class as of 09/30/2025.

The filer reports sole voting power over 57,151,616 shares and sole dispositive power over 57,851,962 shares, with no shared voting or dispositive power. T. Rowe Price certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filer is classified as an investment adviser (IA).

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.

KeyCorp’s third quarter 2025 results show stronger profitability, margins, and capital. Net income from continuing operations attributable to common shareholders was $454 million, or diluted EPS of $0.41. Taxable-equivalent net interest income rose to $1.19 billion and net interest margin improved to 2.75%, driven by lower deposit and funding costs, reinvestment of maturing low-yield securities, and a shift toward higher-yield commercial and industrial loans.

Noninterest income rebounded to $702 million from a prior-year loss, largely because 2024 included a $918 million loss on securities repositioning. Assets under management reached a record $67.9 billion, up 11% year over year on positive inflows and market gains. Average loans were about $106.2 billion, essentially flat, while deposits increased to $150.8 billion, supported by consumer growth. The Common Equity Tier 1 ratio was 11.8%, more than 100 basis points higher than a year earlier, indicating a solid capital position to support clients and dividends.

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.

KeyCorp (KEY) reported an insider transaction by a director. On 10/01/2025, deferred share units were distributed into common stock under the company’s deferred compensation arrangements, resulting in acquisitions of 1,493 and 1,363 common shares. Following these transactions, the director beneficially owned 76,126 common shares directly. A portion of the total includes approximately 146 common shares acquired via dividend reinvestments in September 2025.

The filing also shows continuing derivative balances of deferred share units, which are economically equivalent to common shares: 12,089 deferred shares (including approximately 147 dividend-equivalent deferred shares accrued in September 2025) and 178,474 deferred shares (including approximately 1,936 dividend-equivalent deferred shares accrued in September 2025). Certain deferred shares are scheduled to distribute in ten quarterly installments beginning on July 1, 2025.

Todd J. Vasos, a director of KeyCorp (KEY), reported transactions dated 09/30/2025. The filing shows a disposition of 35,255 common shares (non-derivative) and the acquisition of 1,738 deferred shares under the KeyCorp Deferred Share Plan converted from deferred director fees at an effective price of $18.69 per share. The report states that approximately 658 dividend-equivalent deferred shares were included in September 2025. Payment of deferred shares is scheduled for the earlier of January 1, 2027 or the participant's death. The Form 4 was signed by a POA, Adam J. Larkins, on 10/02/2025.

Devina A. Rankin, a KeyCorp (KEY) director, reported transactions on 09/30/2025 showing a sale of 13,430 common shares and the acquisition of 1,605 deferred shares under the company’s Amended and Restated Directors' Deferred Share Sub-Plan. The deferred shares represent fees directors elected to defer and are the economic equivalent of common shares; they are payable the earlier of January 1, 2031 or the participant’s death. The filing reports total beneficial ownership of 77,121 common shares following the transactions and notes approximately 813 dividend-equivalent deferred shares accrued in September 2025. The Form 4 was signed by a power of attorney on 10/02/2025.