KeyCorp (NYSE: KEY) unveils $3B buyback and boosts director pay cap
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
KeyCorp reported routine annual meeting results and new capital return actions. Shareholders elected fourteen directors, ratified Ernst & Young as auditor for 2026, approved executive compensation, and approved the 2026 Equity Compensation Plan, which allows a broad range of equity awards and raises the annual equity and cash compensation limit for non-employee directors from $500,000 to $750,000.
The board declared a quarterly cash dividend of $0.205 per common share for the second quarter of 2026, along with scheduled dividends on multiple preferred stock series, all payable on June 15, 2026. The board also authorized a new share repurchase program under which KeyCorp may repurchase up to $3.0 billion of common shares, replacing a prior $1.0 billion authorization that had approximately $280 million remaining.
Positive
- Substantial new share repurchase authorization: The board approved a program allowing KeyCorp to repurchase up to $3.0 billion of common shares, replacing a prior $1.0 billion authorization with about $280 million remaining, creating significant capacity for future capital returns.
Negative
- None.
Insights
KeyCorp combines steady dividends with a significantly larger $3B buyback authorization.
KeyCorp is pairing routine governance approvals with notable capital return actions. Shareholders endorsed all fourteen directors, advisory executive pay, and the 2026 Equity Compensation Plan, which expands equity award tools and raises the non-employee director compensation limit to $750,000 per year.
The company declared a common dividend of $0.205 per share for the second quarter of 2026, plus dividends across several preferred series, signaling an ongoing commitment to cash distributions. These payouts sit alongside banking operations supported by assets of about $189 billion as of March 31, 2026.
The new share repurchase program authorizes up to $3.0 billion of common stock repurchases, replacing a prior $1.0 billion authorization with roughly $280 million remaining. Actual repurchase volume will depend on factors such as market conditions, stock price, regulatory limits, and liquidity priorities. The scale of the authorization suggests meaningful flexibility for future capital returns, though execution will emerge over time through subsequent disclosures.
8-K Event Classification
4 items: 5.02, 5.07, 8.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
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.
Key Figures
Common dividend: $0.205 per share
New buyback authorization: $3.0 billion
Prior buyback program: $1.0 billion
+5 more
8 metrics
Common dividend
$0.205 per share
Q2 2026 dividend, payable June 15, 2026
New buyback authorization
$3.0 billion
Maximum common shares repurchase capacity approved by board
Prior buyback program
$1.0 billion
Earlier authorization with about $280 million remaining
Director pay cap
$750,000 per year
New annual equity and cash limit for non-employee directors
Assets
$189 billion
Total assets at March 31, 2026
Votes for 2026 Plan
834,392,478 shares
Votes cast in favor of 2026 Equity Compensation Plan
Branch network
≈950 branches
Retail banking presence in 15 states
ATM network
≈1,100 ATMs
Self-service banking footprint
Key Terms
2026 Equity Compensation Plan, non-employee directors, broker non-vote, Rule 10b5-1 plans, +2 more
6 terms
2026 Equity Compensation Plan financial
"the KeyCorp 2026 Equity Compensation Plan (the “2026 Plan”)"
non-employee directors financial
"increased the annual limit on the equity and cash compensation of non-employee directors"
broker non-vote regulatory
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE"
Rule 10b5-1 plans regulatory
"including through Rule 10b5-1 plans and other programs, at the discretion of management"
A Rule 10b5-1 plan is a prearranged schedule that lets company insiders buy or sell stock at set times or prices, set up when they do not possess confidential information. It acts like an automatic thermostat for trades, reducing the risk that otherwise-timed transactions could be accused of insider trading. Investors care because such plans increase transparency about insider activity and signal when insider trades are routine rather than reactive to private news.
Perpetual Non-Cumulative Preferred Stock financial
"Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series D"
forward-looking statements regulatory
"Cautionary Note Regarding Forward-Looking Statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): May 13, 2026
(Exact name of registrant as specified in charter)
| State or other jurisdiction of incorporation or organization: | Commission File Number | I.R.S. Employer Identification Number: | ||||||||||||
| Address of principal executive offices: | Zip Code: | |||||||||||||
(216 ) 689-3000
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 (see General Instruction A.2. below): | |||||
| 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 | ||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board” or “Board of Directors”) of KeyCorp (“KeyCorp” or the “Company”) previously approved, subject to shareholder approval, the KeyCorp 2026 Equity Compensation Plan (the “2026 Plan”). As described below under Item 5.07, KeyCorp shareholders approved the 2026 Plan at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 14, 2026. The 2026 Plan provides the Company with the ability to offer equity-based compensation to its employees and non-employee directors in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units, dividend equivalents, and other awards. These awards are designed to advance the interests and long-term success of the Company and its shareholders by providing equity-based incentives for effective service and high levels of performance by plan participants. The 2026 Plan also increased the annual limit on the equity and cash compensation of non-employee directors from $500,000 to $750,000.
A description of the material terms of the 2026 Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026 (the “Proxy Statement”). The foregoing description of the 2026 Plan is qualified in its entirety by reference to the full text of the 2026 Plan, a copy of which is included as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, shareholders elected all fourteen of the directors nominated by the KeyCorp Board of Directors. Each director received a greater number of votes cast for his or her election than votes against his or her election, as stated below. The shareholders also ratified the appointment of Ernst & Young LLP as KeyCorp’s independent auditors for the 2026 fiscal year, approved on an advisory basis KeyCorp’s executive compensation (as described in the Proxy Statement), and approved the 2026 Plan.
The final voting results from the Annual Meeting are as follows, rounded down to the nearest whole share:
Proposal One—Election of Directors
| NOMINEE | FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||
| Jacqueline L. Allard | 841,985,117 | 9,932,868 | 8,393,757 | 90,473,444 | ||||||||||
| Alexander M. Cutler | 773,026,827 | 78,899,226 | 8,385,652 | 90,473,444 | ||||||||||
| H. James Dallas | 809,798,865 | 42,171,181 | 8,341,695 | 90,473,444 | ||||||||||
| Antonio DeSpirito | 845,329,425 | 6,504,368 | 8,477,949 | 90,473,444 | ||||||||||
| Elizabeth R. Gile | 813,468,511 | 38,536,006 | 8,307,225 | 90,473,444 | ||||||||||
| Christopher M. Gorman | 818,710,265 | 30,917,284 | 10,684,192 | 90,473,444 | ||||||||||
| Robin N. Hayes | 848,543,907 | 3,422,963 | 8,344,871 | 90,473,444 | ||||||||||
| Christopher L. Henson | 846,488,895 | 5,393,937 | 8,428,910 | 90,473,444 | ||||||||||
| Richard J. Hipple | 808,605,771 | 43,350,740 | 8,355,230 | 90,473,444 | ||||||||||
| Somesh Khanna | 842,504,574 | 9,348,917 | 8,458,124 | 90,473,444 | ||||||||||
| Devina A. Rankin | 848,836,215 | 3,165,252 | 8,310,148 | 90,473,444 | ||||||||||
| Barbara R. Snyder | 810,966,865 | 40,993,299 | 8,351,577 | 90,473,444 | ||||||||||
| Richard J. Tobin | 846,234,580 | 5,707,108 | 8,370,053 | 90,473,444 | ||||||||||
| Todd J. Vasos | 813,003,449 | 38,924,978 | 8,383,314 | 90,473,444 | ||||||||||
Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2026
| FOR | AGAINST | ABSTAIN | ||||||
| 903,632,285 | 46,346,408 | 806,491 | ||||||
Proposal Three—Advisory Approval of KeyCorp's Executive Compensation
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||
| 791,394,228 | 65,005,570 | 3,911,944 | 90,473,444 | ||||||||
Proposal Four—Approval of the 2026 Plan
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||
| 834,392,478 | 23,587,892 | 2,331,231 | 90,473,444 | ||||||||
Item 8.01 Other Events.
On May 13, 2026, KeyCorp announced that its Board of Directors has authorized a share repurchase program pursuant to which the Company may purchase up to $3.0 billion of KeyCorp common shares. A copy of the press release announcing the share repurchase program is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
From time to time, the Company has made or will make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company’s disclosures in this report contain forward-looking statements. Forward-looking statements can be identified by the use of words such as “outlook,” “goal,” “objective,” “plan,” “expect,” “anticipate,” “intend,” “project,” “believe,” “estimate,” “potential,” “contemplate,” “explore,” “may,” or other words of similar meaning. Forward-looking statements represent management’s current expectations and forecasts regarding future events. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual results could vary materially from these projections or expectations. Factors that could cause the Company’s actual results to differ from those described in the forward-looking statements can be found in the Company’s Form 10-K for the year ended December 31, 2025, as well as in the Company’s subsequent filings with the SEC, all of which have been or will be filed with the SEC and are or will be available on the Company’s website (www.key.com/ir) and on the SEC’s website (www.sec.gov). Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update the forward-looking statements to reflect new information or future events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 10.1 | KeyCorp 2026 Equity Compensation Plan. | |||||||
| 10.2 | Form of Restricted Share Unit Award Agreement (New Hire/Retention) (2026 Equity Compensation Plan). | |||||||
| 99.1 | Press Release, dated May 13, 2026. | |||||||
| 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 hereunto duly authorized. | ||||||||
| KEYCORP | ||||||||
| Date: May 14, 2026 | /s/ Andrea R. McCarthy | |||||||
| By: Andrea R. McCarthy | ||||||||
| Title: Assistant Secretary | ||||||||
Exhibit 99.1
NEWS
FOR IMMEDIATE RELEASE
KEYCORP DECLARES QUARTERLY CASH DIVIDEND ON COMMON SHARES
AND PREFERRED STOCKS AND ANNOUNCES
NEW SHARE REPURCHASE PROGRAM
CLEVELAND, May 13, 2026 – KeyCorp (NYSE: KEY) announced today that its Board of Directors declared the following dividends for the second quarter of 2026:
•A cash dividend of $0.205 per share on the corporation’s outstanding common shares (NYSE: KEY). The dividend is payable on June 15, 2026, to holders of record of such Common Shares as of the close of business on June 2, 2026;
•A dividend of $312.50 per share (equivalent to $12.50 per depositary share (CUSIP #493267AK4)) on the corporation’s outstanding Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series D (CUSIP #493267603), payable on June 15, 2026 to holders of record as of the close of business on June 1, 2026, for the period commencing on (and including) March 15, 2026 to (but excluding) June 15, 2026;
•A dividend of $15.3125 per share (equivalent to $.382813 per depositary share (NYSE: KEY.I)) on the corporation’s outstanding Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E (CUSIP #493267801), payable on June 15, 2026 to holders of record as of the close of business on June 1, 2026, for the period commencing on (and including) March 15, 2026 to (but excluding) June 15, 2026;
•A dividend of $14.1250 per share (equivalent to $.353125 per depositary share (NYSE: KEY.J)) on the corporation’s outstanding Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F (CUSIP #493267884), payable on June 15, 2026 to holders of record as of the close of business on June 1, 2026, for the period commencing on (and including) March 15, 2026 to (but excluding) June 15, 2026;
•A dividend of $14.0625 per share (equivalent to $.351563 per depositary share (NYSE: KEY.K)) on the corporation’s outstanding Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G (CUSIP #493267850), payable on June 15, 2026 to holders of record as of the close of business on June 1, 2026, for the period commencing on (and including) March 15, 2026 to (but excluding) June 15, 2026; and
•A dividend of $15.50 per share (equivalent to $.3875 per depositary share (NYSE: KEY.L)) on the corporation’s outstanding Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H (CUSIP #493267835), payable on June 15, 2026 to holders of record as of the close of business on June 1, 2026, for the period commencing on (and including) March 15, 2026 to (but excluding) June 15, 2026.
KeyCorp also announced that its Board of Directors has authorized a new share repurchase program pursuant to which KeyCorp may purchase up to $3.0 billion of KeyCorp common shares, through open market purchases, privately negotiated transactions, or other means, including through Rule 10b5-1 plans and other programs, at the discretion of management and on terms that management determines to be advisable. The new repurchase authorization replaces KeyCorp’s existing $1.0 billion share repurchase authorization, which had approximately $280 million in common stock repurchases remaining. The timing and price of repurchases as well as the actual number of shares repurchased under the new program will depend on a variety of factors, including general market conditions, the stock price, regulatory requirements and limitations, corporate liquidity requirements and priorities, and other factors.
About KeyCorp
KeyCorp's roots trace back more than 200 years to Albany, New York. Headquartered in Cleveland, Ohio, Key is one of the nation's largest bank-based financial services companies, with assets of approximately $189 billion at March 31, 2026.
Key provides deposit, lending, cash management, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of approximately 950 branches and approximately 1,100 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank Member FDIC.
# # #
Note to Editors: For up-to-date company information, media contacts and facts and figures about Key lines of business, visit our Media Newsroom at Key.com/newsroom.
For more information contact:
Investor Relations: Brian Mauney, 216.689.0521, brian_mauney@keybank.com
Media: Beth Strauss, 216.471.2787, beth_a_strauss@keybank.com
4913-9770-4100, v. 1
FAQ
What dividends did KeyCorp declare on its preferred stock series?
KeyCorp declared specific quarterly dividends on multiple preferred series, including $312.50 per Series D share, $15.3125 per Series E, $14.1250 per Series F, $14.0625 per Series G, and $15.50 per Series H, all payable June 15, 2026, to holders of record June 1, 2026.
How large is KeyCorp and where does it operate as of early 2026?
KeyCorp reported approximately $189 billion in assets at March 31, 2026. It serves individuals and businesses in 15 states through about 950 branches and 1,100 ATMs, and offers corporate and investment banking nationwide under the KeyBanc Capital Markets name.