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Rankin Devina A reported acquisition or exercise transactions in this Form 4 filing.
KeyCorp director Devina A. Rankin reported a compensation-related grant of deferred shares rather than an open-market trade. On the transaction date, she received 1,355 deferred shares under KeyCorp’s 2026 Equity Compensation Plan, bringing her total deferred share balance to 91,287. These deferred shares are the economic equivalent of common shares but are paid out only later, with payment deferred until the earlier of January 1, 2029 or her death. She also holds 13,430 common shares directly, and the deferred balance includes approximately 815 dividend-equivalent deferred shares accrued in June 2026.
Hayes Robin reported acquisition or exercise transactions in this Form 4 filing.
KeyCorp director Robin Hayes reported a new equity award and updated holdings. Hayes received 1,355 deferred shares on June 30, 2026 as a grant tied to deferred directors' fees under the KeyCorp 2026 Equity Compensation Plan. These deferred shares are economically equivalent to common shares.
Under the Deferred Share Plan, payment of the deferred shares is postponed until the earlier of January 1, 2030 or Hayes' death. The disclosed balance includes approximately 466 dividend-equivalent deferred shares accrued in June 2026. After these updates, Hayes directly holds 35,519 common shares and 52,753 deferred shares.
CUTLER ALEXANDER M reported acquisition or exercise transactions in this Form 4 filing.
KEYCORP director Alexander M. Cutler received a compensation-related award of deferred shares. On June 30, 2026, he was granted 732 deferred shares under KeyCorp’s Amended and Restated 2026 Equity Compensation Plan, which are economically equivalent to common shares and carry a grant price of $0.00 per share.
Following this grant, Cutler held 66,502 deferred shares and 298,416 common shares directly. Under the Deferred Share Plan, payout of the deferred shares is postponed until the earlier of July 1, 2027 or his death, and this balance includes approximately 596 dividend-equivalent deferred shares accrued in June 2026.
Bank of Nova Scotia, a major shareholder and director of KeyCorp, disposed of 238,461 Common Shares at $23.15 per share in a transaction classified as a disposition to the issuer. After this repurchase-related transaction, it still directly holds 157,646,917 KeyCorp shares.
The disposition occurred under an Investment Agreement that allows Bank of Nova Scotia to participate, on a pro rata basis and in certain cases automatically, in KeyCorp’s own common share repurchase activities.
Bank of Nova Scotia, a major shareholder of KeyCorp, disposed of 205,976 common shares back to the company at $22.71 per share. The transaction was made pursuant to an Investment Agreement that has the bank participate on a pro rata basis in KeyCorp share repurchases. After this issuer disposition, Bank of Nova Scotia directly holds 157,885,378 KeyCorp common shares.
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.