Keycorp SEC Filings

KeyCorp officer Trina M. Evans, listed as Director, Corporate Center, reported an option exercise and share sale. On January 22, 2026, an option to buy Common Shares for $18.96 per share covering 8,695 shares was exercised, converting the derivative position into Common Shares. That same day, 8,695 Common Shares were acquired at $18.96 per share and 32,695 Common Shares were sold in an open-market transaction at a weighted average price of $21.74 per share, with individual trades ranging from $21.73 to $21.78.

After these transactions, Evans directly beneficially owned 58,719 Common Shares of KeyCorp. The filing notes that full details of the number of shares sold at each separate price within the stated range are available upon request.

KeyCorp executive Victor B. Alexander, Head of Consumer Bank, reported several equity transactions in KeyCorp common shares. On January 21, 2026, he exercised an employee stock option for 9,345 common shares at an exercise price of $10.49 per share, increasing his direct holdings. On the same date, 6,236 common shares were disposed of in a transaction coded "F" at $21.72 per share, typically used to cover tax obligations on equity awards.

After these transactions, Alexander directly owned 146,171 common shares, and indirectly held 2,070 common shares through a trust and 10,970 common shares in a 401(k) plan, reported as of January 22, 2026. The option to buy 9,345 shares, which had vested in four equal annual installments ending on February 17, 2020, was fully exercised and the derivative position reduced to zero.

KeyCorp is issuing $750,000,000 of 5.305% fixed-to-floating rate senior medium-term notes due January 28, 2037 under its Series S program. The unsecured notes rank equally with KeyCorp’s other senior indebtedness and will be issued in minimum denominations of $2,000.

From January 28, 2026 to January 28, 2036, interest is paid semiannually at a fixed 5.305% rate. From April 28, 2036 to maturity, interest is paid quarterly at Compounded SOFR plus 1.367%, with interest never less than zero. The notes are offered at 100.000% of principal, with a 0.450% underwriting discount, generating approximately $746,625,000 in proceeds before expenses, to be used for general corporate purposes.

KeyCorp may redeem the notes beginning July 27, 2026 at a make-whole premium and at 100% of principal on or after specified call dates before maturity. The notes are not FDIC insured, will not be listed on an exchange, and there is no sinking fund or holder put feature.

An insider affiliated with KEY has filed a notice of proposed resale of 32,695 shares of common stock under Rule 144. The shares are planned to be sold through Fidelity Brokerage Services LLC, with an indicated aggregate market value of $710,961.65, and the trade is targeted for around 01/22/2026 on the NYSE. The filing notes that 1,092,919,589 shares of this class were outstanding.

The securities to be sold were acquired over time through equity compensation: stock options granted on 02/20/2017 and multiple tranches of restricted stock vesting on 03/02/2016, 02/17/2019, 02/17/2021, 02/24/2021, and 02/24/2024. Consideration for these awards was described as a mix of cash and compensation. The signer represents that they are not aware of undisclosed material adverse information about the issuer’s current or prospective operations.

KeyCorp is planning to issue a new series of senior medium‑term notes under its Series S program. These unsecured fixed‑to‑floating rate notes will pay a fixed interest rate from issuance until one year before maturity in 2037, then switch to a floating rate tied to Compounded SOFR plus a spread. The notes rank equally with KeyCorp’s other senior unsecured debt and are not insured by the FDIC or any government agency.

KeyCorp may redeem the notes early, including via a make‑whole call before a specified par call date and at par closer to maturity. The company intends to use net proceeds for general corporate purposes, including funding needs at KeyCorp and its subsidiaries, with temporary investment in highly liquid short‑term securities. The filing highlights structural subordination to subsidiary debt and detailed risks tied to floating‑rate benchmarks such as SOFR and EURIBOR.

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.

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.

KeyCorp director reports deferred share distributions and holdings update. On 01/01/2026, a KeyCorp director converted deferred shares into common shares in two transactions. The director acquired 1,526 common shares and 1,377 common shares through the exercise of deferred share rights that are the economic equivalent of common shares under the KeyCorp Second Directors' Deferred Compensation Plan and related arrangements.

Following these transactions, the director beneficially owned 77,787 and 79,164 common shares in direct form, as well as 10,683 and 178,885 deferred shares. The filing notes these amounts include dividend reinvestments and dividend-equivalent deferred shares credited in December 2025, and that certain deferred shares will be distributed in ten quarterly installments beginning on July 1, 2025.

KeyCorp director Todd J. Vasos reported equity holdings and a compensation-related share deferral. As of a transaction dated 12/31/2025, he held 35,255 KeyCorp common shares directly. In addition, he acquired 1,574 deferred shares under the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2019 Equity Compensation Plan, at a reference price of $20.64 per deferred share.

The deferred shares are described as the economic equivalent of common shares, with payment deferred until the earlier of January 1, 2027 or the director's death. Following this transaction, Vasos held 65,087 derivative securities tied to common shares, which include approximately 630 dividend-equivalent deferred shares that accrued in December 2025.