Every S-3 that KeyCorp (KEY) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A S-3 covers the shelf registration that lets an established company sell over time, so if you follow KEY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KEY filings page.
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.
KeyCorp is registering the resale of 158,723,874 common shares (par value $1.00) by a selling shareholder under a shelf registration dated June 5, 2026. The prospectus states KeyCorp is not selling any shares here and will receive no proceeds from these resale transactions.
The shares were issued pursuant to an Investment Agreement dated August 12, 2024 with The Bank of Nova Scotia, which purchased two tranches: 47,829,359 shares on August 30, 2024 at $17.17 per share and 115,042,316 shares on December 27, 2024 at $17.17 per share. Shares outstanding were 1,079,368,644 as of May 31, 2026. The prospectus permits resale from time to time and lists multiple distribution methods; underwriting discounts and selling commissions would be borne by the selling shareholder.
KeyCorp filed a shelf registration statement on June 5, 2026 to register multiple classes of securities including debt securities, preferred stock, depositary shares, common shares, warrants, purchase contracts and units. The registration permits offers and sales from time to time after effectiveness and contemplates prospectus supplements describing terms.
The prospectus states that some offerings may be made by KeyCorp or by selling securityholders and that affiliates, including KeyBanc Capital Markets, may act as principals or agents; the prospectus notes that KeyCorp will not receive proceeds from affiliate secondary sales and that any primary-offering proceeds will be used for general corporate purposes.