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 director reports share disposition and deferral of fees into stock-based compensation plan. A KeyCorp director reported a transaction dated 12/31/2025 involving 750 common shares disposed of. The director also acquired 1,453 deferred share units at a reference price of $20.64, each economically equivalent to a KeyCorp common share, under the company’s Amended and Restated Directors' Deferred Share Sub-Plan to the 2019 Equity Compensation Plan.
Following these transactions, the director beneficially owned 76,711 derivative securities in the form of deferred shares. Payment of these deferred shares has been postponed until the earlier of January 1, 2027, or the director’s death, and this total includes approximately 747 dividend-equivalent deferred shares accrued in December 2025.
KeyCorp director reports equity award activity involving deferred shares and common stock. On 01/01/2026, the reporting person converted 8,635 Deferred Shares into 8,635 Common Shares, resulting in 59,506 Common Shares beneficially owned directly after this transaction. On 01/02/2026, an additional 1,703 Deferred Shares were converted into 1,703 Common Shares, increasing direct beneficial ownership to 61,209 Common Shares.
The person also continues to hold derivative positions in Deferred Shares. After the 01/01/2026 transaction, 58,922 Deferred Shares were beneficially owned, and after the 01/02/2026 transaction, 57,219 Deferred Shares remained. Each Deferred Share is the economic equivalent of one Common Share, and the derivative holdings include approximately 2,246 dividend-equivalent Deferred Shares accrued under a Deferred Share Plan between June and December 2025.
KeyCorp director Elizabeth R. Gile reported a share conversion on Form 4. On 01/01/2026, 4,319 Deferred Shares were converted (transaction code M) into the same number of KeyCorp common shares. Following this transaction, she directly owned 45,201 common shares.
The report also shows continued ownership of 123,368 Deferred Shares, each of which is the economic equivalent of one common share. This Deferred Share balance includes approximately 4,244 dividend-equivalent Deferred Shares that accrued between June 2025 and December 2025.
KeyCorp director Alexander M. Cutler reported an update to his equity holdings in the company. On 12/31/2025, he acquired 1,090 deferred shares under KeyCorp’s Amended and Restated Directors' Deferred Share Sub-Plan, at a reference price of $20.64 per underlying common share. These deferred shares represent directors’ fees that have been converted into the economic equivalent of common shares.
Under the plan, payment of the deferred shares is postponed until the earlier of July 1, 2028 or the director’s death. After this transaction, Cutler beneficially owned 298,416 common shares directly and 56,370 deferred shares, which include approximately 548 dividend-equivalent deferred shares accrued in December 2025.
KeyCorp director Devina A. Rankin reported a fee deferral transaction involving deferred share units tied to KeyCorp common shares. On 12/31/2025, Rankin acquired 1,453 deferred shares under the Amended and Restated Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2019 Equity Compensation Plan at a conversion price of $20.64 per underlying common share. These deferred shares are described as the economic equivalent of common shares, with payment deferred until the earlier of January 1, 2031, or the director’s death. Following this transaction, Rankin beneficially owned 79,346 derivative deferred shares, which includes approximately 773 dividend-equivalent deferred shares accrued in December 2025, and 13,430 common shares held directly.
KeyCorp director Robin N. Hayes reported equity award activity. On 01/01/2026, Hayes acquired 3,174 KeyCorp common shares through an option or deferred share conversion shown with transaction code "M," bringing direct beneficial ownership of common shares to 25,723.
In a related transaction, 1,453 deferred shares were credited as of 12/31/2025, each economically equivalent to one common share at a reference value of $20.64 per share. Following these transactions, Hayes beneficially owned 60,233 deferred shares, which include approximately 615 dividend-equivalent deferred shares accrued in December 2025. Under the Deferred Share Plan, payment of these deferred shares is postponed until the earlier of January 1, 2028, or the participant’s death.
KeyCorp filed a prospectus supplement registering 161,968,762 common shares, par value $1.00 per share, that were issued to The Bank of Nova Scotia under an Investment Agreement dated August 12, 2024. These shares were issued previously and are now covered by KeyCorp’s existing shelf Registration Statement on Form S-3 (No. 333-272573) through this supplement filed on December 23, 2025. The Investment Agreement required KeyCorp to file this prospectus supplement no later than December 27, 2025. In connection with the supplement, KeyCorp is also filing a legal opinion from Squire Patton Boggs (US) LLP and related consent as exhibits.
KeyCorp is registering the resale of 161,968,762 common shares previously issued to a single selling shareholder. These shares were issued under an Investment Agreement in two tranches, with the investor purchasing 47,829,359 shares on August 30, 2024 and 115,042,316 shares on December 27, 2024, each at $17.17 per share, for aggregate consideration of approximately $2.80 billion. The resale registration allows the selling shareholder, The Bank of Nova Scotia, to offer and sell some or all of these shares over time, but KeyCorp itself is not selling any shares and will not receive proceeds from these resale transactions. As of December 17, 2025, KeyCorp had 1,085,908,470 common shares outstanding, and its stock trades on the New York Stock Exchange under the symbol “KEY.”
KeyCorp officer reports gifted share transfer and updated holdings
A senior KeyCorp officer, listed as Head of Institutional Bank, reported a Form 4 transaction involving KeyCorp common shares. On 12/10/2025, the reporting person transferred 12,500 KeyCorp common shares as a gift at a price of $0, which is classified as a disposition. Following this transaction, the officer directly owns 232,544 KeyCorp common shares. The filing also notes additional indirect holdings, including shares held through Paine Investments LP, the officer's spouse, a grantor retained annuity trust for the benefit of the officer and the officer's children, and a 401(k) plan.
KeyCorp insider reporting a director and 10% owner filed a Form 4 showing a sale of common shares. On 12/09/2025, the reporting person disposed of 100,316 KeyCorp common shares at $18.86 per share. After this transaction, the reporting person beneficially owned 162,193,846 common shares in direct form.
The disposition is described as occurring under an Investment Agreement dated August 12, 2024, which allows the reporting person to participate on a pro rata basis in certain repurchases of KeyCorp common shares by the company. For Section 16 purposes, the reporting person may be deemed a director-by-deputization due to its contractual right to nominate directors to KeyCorp’s board.