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 is asking shareholders to elect 14 directors, ratify Ernst & Young LLP as auditor, approve an advisory say‑on‑pay vote, and approve a new 2026 Equity Compensation Plan at its May 14, 2026 virtual annual meeting.
The company highlights a strong 2025, including record revenue up 16% year over year, with net interest income up 23% and fee income up 7.5%. Pre‑provision net revenue grew 44% versus 2024, helped by 2% growth in commercial clients and client deposits, 6% growth in commercial loans, and record assets under management of $70 billion as of December 31, 2025.
KeyCorp reports a Common Equity Tier 1 ratio of 11.8% and a “marked” CET1 ratio of 10.4%, net charge‑offs of 41 basis points, and share repurchases of $200 million in the fourth quarter of 2025, with plans for more than $1.2 billion of buybacks in 2026. The proxy also emphasizes an independent, skills‑diverse board, Scotiabank’s right to designate two directors, robust committee structure, and changes to executive compensation design following expanded shareholder outreach after a weaker prior say‑on‑pay vote.
Bank of Nova Scotia, a director and more than 10% owner of KeyCorp, reported an issuer-related disposition of common shares. On this Form 4, the firm transferred 408,070 common shares at $21.14 per share to KeyCorp. After this transaction, it held 160,059,320 common shares. The disposition was made under an Investment Agreement dated August 12, 2024, which provides for Bank of Nova Scotia to participate, in certain circumstances and on a pro rata basis, in KeyCorp share repurchases.
KeyCorp disclosed that Chief Information Officer Amy G. Brady plans to resign from her role due to personal health considerations, effective March 2, 2026. She will remain with the company as a non-executive employee through May 31, 2026 to support an orderly transition of her responsibilities.
Under a transition letter, Ms. Brady will receive one year of salary continuation and continued participation in standard health and welfare benefit plans following the termination date. She will be eligible for an incentive compensation award for the 2026 performance year and will continue to vest in a Capital and Earnings Improvement Award granted on December 30, 2024, with its one-year post-vesting holding requirement waived upon vesting, subject to a general release of claims.
KeyCorp files its 2025 annual report, describing a large U.S. bank-based financial services company with approximately $184.4 billion in total assets at December 31, 2025. It operates primarily through KeyBank across 15 states, serving consumers and commercial clients.
The company is organized into Consumer Bank and Commercial Bank segments, supported by 940 branches and 1,120 ATMs. It reports a Common Equity Tier 1 capital ratio of 11.78% versus a required 7.70% including its 3.20% stress capital buffer, and details extensive regulatory, liquidity, and resolution-planning requirements.
KeyCorp highlights competition from banks and nonbanks, human capital initiatives for its 17,883 employees, and a wide range of regulatory developments affecting capital, liquidity, cybersecurity, consumer protection, and deposit insurance, emphasizing numerous risk factors that could materially affect future results.
Bank of Nova Scotia, a director and 10% owner of KeyCorp, disposed of common shares back to the company. On this insider transaction, it transferred 440,551 KeyCorp common shares to the issuer at a price of $22.46 per share. Following the disposition to the issuer, Bank of Nova Scotia directly held 160,467,390 common shares. The transfer was made pursuant to an Investment Agreement and related arrangements that provide for Bank of Nova Scotia to participate, on a pro rata basis and in certain circumstances automatically, in any repurchase by KeyCorp of its common shares.
KeyCorp General Counsel and Secretary James L. Waters reported multiple equity compensation moves. On February 16, 2026, he received 17,972 restricted stock units (RSUs) and an option to buy 19,667 shares, both vesting in four equal annual installments beginning February 17, 2027.
On February 17, 2026, several earlier RSU grants were exercised or converted into a total of 24,205 common shares, and 7,390 shares were disposed of at $21.69 per share to cover tax obligations. After these transactions, Waters directly owned 85,216 KeyCorp common shares, alongside his new RSU and option awards.
KeyCorp Chief Risk Officer Mohit Ramani reported several equity compensation transactions. On February 16, 2026, he received 19,354 restricted stock units and an option to buy 21,180 KeyCorp common shares, both vesting in four equal annual installments beginning on February 17, 2027.
On February 17, 2026, he exercised 5,767 restricted stock units into 5,767 common shares at no cost and disposed of 2,572 common shares at $21.69 per share to cover tax obligations, leaving 53,788 common shares held directly.
KeyCorp executive Andrew J. Paine III, Head of Institutional Bank, reported multiple equity compensation moves. On February 17, 2026, he acquired 44,557 KeyCorp common shares through the exercise or conversion of restricted stock units at a stated price of $0.00 per share.
To cover tax obligations related to these awards, 13,413 common shares were disposed of at $21.69 per share as a tax-withholding transaction. On February 16, 2026, he also received new grants of 34,562 restricted stock units and an option to buy 37,821 shares, both vesting in four equal annual installments beginning February 17, 2027. The filing also lists indirect holdings through a partnership, spouse, a grantor retained annuity trust, and a 401(k) plan.
KeyCorp executive Angela G. Mago, Chief Human Resources Officer, reported several equity compensation moves involving restricted stock units, stock options, and common shares. On February 16, 2026, she received 18,432 restricted stock units and 19,667 options to buy shares, each vesting in four equal annual installments beginning on February 17, 2027.
On February 17, 2026, she exercised multiple previously granted restricted stock unit awards, converting them into 32,561 common shares. To cover tax obligations, 12,412 common shares were disposed of at $21.69 per share through a tax-withholding transaction, leaving her with 281,564 common shares held directly. Footnotes explain that each restricted stock unit equals one common share at vesting and note additional dividend-equivalent units accrued in prior periods.