T. Rowe Price (KEY) discloses 2.1% beneficial stake in KeyCorp shares

Rhea-AI Filing Summary

T. Rowe Price Associates, Inc. filed an amended Schedule 13G reporting beneficial ownership of 22,721,500 shares of KeyCorp common stock, representing 2.1% of the class as of December 31, 2025. The firm reports sole voting power over 22,200,859 shares and sole dispositive power over 22,721,443 shares, with no shared voting or dispositive power.

T. Rowe Price Associates is a Maryland-based investment adviser and certifies that the shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of KeyCorp. The filing also states that T. Rowe Price Associates denies being the beneficial owner of the securities, despite reporting them for regulatory purposes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

KEYCORP

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

493267108

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 493267108

1

Names of Reporting Persons

T. Rowe Price Associates, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 22,200,859.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 22,721,443.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,721,500.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.1 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: KEYCORP
(b)	Address of issuer's principal executive offices: 127 PUBLIC SQ, CLEVELAND, OH, 44114-1306
Item 2.
(a)	Name of person filing: T. Rowe Price Associates, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 493267108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 22721500
(b)	Percent of class: 2.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 22200859
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 22721443
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Associates, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	02/17/2026

FAQ

What does the Schedule 13G/A filing reveal about KeyCorp (KEY)?

The filing shows that T. Rowe Price Associates, Inc. reports beneficial ownership of KeyCorp common stock. It discloses share counts, voting and dispositive powers, and confirms the holding is in the ordinary course of business without an intent to influence control.

How many KeyCorp (KEY) shares does T. Rowe Price Associates report owning?

T. Rowe Price Associates reports beneficial ownership of 22,721,500 KeyCorp common shares. It also reports sole voting power over 22,200,859 shares and sole dispositive power over 22,721,443 shares, with no shared voting or dispositive authority indicated in the disclosure.

What percentage of KeyCorp (KEY) does T. Rowe Price Associates’ stake represent?

The reported stake represents 2.1% of KeyCorp’s common stock. This percentage is based on the aggregate amount beneficially owned as of December 31, 2025, and is explicitly stated as the percent of class in the ownership section of the filing.

As of what date are T. Rowe Price’s KeyCorp (KEY) holdings reported?

The holdings are reported as of December 31, 2025, identified as the date of the event requiring the statement. This date anchors the reported share count and percentage ownership for regulatory disclosure under Schedule 13G/A requirements.

Does T. Rowe Price Associates seek to influence control of KeyCorp (KEY)?

The filing states the securities were acquired and are held in the ordinary course of business. It explicitly notes they were not acquired and are not held to change or influence control of KeyCorp, nor in connection with any such control-related transaction.

What type of securities in KeyCorp (KEY) are covered by this Schedule 13G/A?

The disclosure covers KeyCorp common stock, identified as the relevant class of securities. The filing also provides the related CUSIP number 493267108, confirming the specific security class that T. Rowe Price Associates is reporting under Schedule 13G/A.

Who signed the Schedule 13G/A on behalf of T. Rowe Price for KeyCorp (KEY)?

The statement is signed by Ellen York, identified as Vice President of T. Rowe Price Associates, Inc. The signature block certifies that, after reasonable inquiry, the information provided about the KeyCorp holdings is true, complete, and correct as of the stated date.