KeyCorp (NYSE: KEY) issues $750M 5.305% senior notes maturing in 2037

Rhea-AI Filing Summary

KeyCorp issued $750,000,000 aggregate principal amount of 5.305% Fixed-to-Floating Rate Senior Medium Term Notes, Series S, due January 28, 2037. These Notes are senior debt securities, meaning they rank ahead of subordinated debt in repayment priority.

The Notes were issued under an existing automatic shelf registration on Form S-3 referenced as File No. 333-272573. A legal opinion from Squire Patton Boggs (US) LLP regarding the validity of the Notes is included as Exhibit 5.1, providing formal confirmation that the securities were properly authorized and issued.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

KEYCORP /NEW/ Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E) false 0000091576 0000091576 2026-01-28 2026-01-28 0000091576 key:CommonShares1ParValueMember 2026-01-28 2026-01-28 0000091576 key:DepositarySharesEachRepresentingA140thInterestInAShareOfFixedToFloatingRatePerpetualNonCumulativePreferredStockSeriesEMember 2026-01-28 2026-01-28 0000091576 us-gaap:SeriesFPreferredStockMember 2026-01-28 2026-01-28 0000091576 us-gaap:SeriesGPreferredStockMember 2026-01-28 2026-01-28 0000091576 us-gaap:SeriesHPreferredStockMember 2026-01-28 2026-01-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 28, 2026

KeyCorp

(Exact name of registrant as specified in charter)

001-11302

(Commission

File Number)

Ohio		34-6542451
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

127 Public Square

Cleveland, Ohio 44114-1306

(Address of principal executive offices and zip code)

(216) 689-6300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, $1 par value		KEY		New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)		KEY PrI		New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)		KEY PrJ		New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)		KEY PrK		New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H)		KEY PrL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On January 28, 2026, KeyCorp (the “Company”) issued $750,000,000 aggregate principal amount of its 5.305% Fixed-to-Floating Rate Senior Medium Term Notes, Series S, due January 28, 2037 (the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (File No. 333-272573) filed by the Company with the Securities and Exchange Commission (the “Registration Statement”). In connection with the issuance and sale of the Notes, the legal opinion of Squire Patton Boggs (US) LLP, as counsel, is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
5.1		Opinion of Squire Patton Boggs (US) LLP as to the validity of the Notes.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

KEYCORP

Date: January 28, 2026

/s/ Andrea R. McCarthy

By: Andrea R. McCarthy

Assistant Secretary

FAQ

What did KeyCorp (KEY) announce in this 8-K filing?

KeyCorp disclosed it issued $750,000,000 of 5.305% Fixed-to-Floating Rate Senior Medium Term Notes, Series S, due January 28, 2037. These Notes are senior unsecured debt securities issued under an existing Form S-3 shelf registration statement.

What are the key terms of KeyCorp’s new Series S notes?

KeyCorp’s Series S notes have an aggregate principal amount of $750,000,000, carry a 5.305% fixed-to-floating rate, and mature on January 28, 2037. They are classified as Senior Medium Term Notes, indicating priority over subordinated debt in the capital structure.

Under which registration statement were KeyCorp’s 5.305% notes issued?

The 5.305% Fixed-to-Floating Rate Senior Medium Term Notes, Series S, were issued under a shelf registration statement on Form S-3, file number 333-272573. This registration allows KeyCorp to offer and sell securities like these notes more efficiently over time.

What legal opinion is associated with KeyCorp’s new notes issuance?

A legal opinion from Squire Patton Boggs (US) LLP is filed as Exhibit 5.1. It addresses the validity of KeyCorp’s 5.305% Fixed-to-Floating Rate Senior Medium Term Notes, Series S, confirming they were duly authorized and issued in accordance with applicable corporate and securities laws.

When do KeyCorp’s 5.305% Fixed-to-Floating Rate Senior Notes mature?

KeyCorp’s 5.305% Fixed-to-Floating Rate Senior Medium Term Notes, Series S, mature on January 28, 2037. Until maturity, investors receive interest at the stated fixed-to-floating rate structure, according to the terms established at issuance and detailed in the related offering documents.