KeyCorp (NYSE: KEY) pairs 2025 results with new independent board nominees

Rhea-AI Filing Summary

KeyCorp furnished its financial results for the three- and twelve-month periods ended December 31, 2025, and announced several board changes. The company issued a press release and a supplemental information package outlining fourth quarter 2025 performance, and filed its consolidated balance sheets and statements of income as part of the report. Two long-serving directors, Ruth Ann Gillis and Carlton Highsmith, plan to retire from the board at the 2026 Annual Meeting of Shareholders. The board intends to nominate Antonio "Tony" DeSpirito and Christopher L. "Chris" Henson as independent directors at that meeting, keeping the board size at 14 members. KeyCorp also named Todd Vasos as Lead Independent Director, succeeding Alexander M. "Sandy" Cutler, who remains on the board.

Insights

Banking sector & governance analyst

KeyCorp pairs 2025 results disclosure with a planned refresh of its independent board leadership.

KeyCorp released its financial results for the three- and twelve-month periods ended December 31, 2025 via a press release and supplemental information package, while formally filing its consolidated balance sheets and income statements. This combines the usual earnings communication with a clear separation between materials deemed "furnished" and those deemed "filed" for securities law purposes.

On the governance side, two directors, Ruth Ann Gillis and Carlton Highsmith, notified the board they will retire at the 2026 Annual Meeting of Shareholders. The board plans to nominate Antonio "Tony" DeSpirito, with a long tenure in investment management leadership roles, and Christopher L. "Chris" Henson, an experienced banking executive, as independent directors, keeping the board at 14 members.

Additionally, Todd Vasos was appointed Lead Independent Director, replacing Alexander M. "Sandy" Cutler, who remains on the board as an independent director. Together, these moves indicate an orderly board transition and refreshed independent leadership alongside the latest annual financial reporting, with the detailed financial metrics contained in the referenced exhibits.

8-K Event Classification

4 items: 2.02, 5.02, 8.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

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 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 →

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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 15, 2026

KeyCorp

(Exact name of registrant as specified in its charter)

Ohio

001-11302

34-6542451

State or other jurisdiction of incorporation or organization:

Commission File Number

I.R.S. Employer Identification Number:

127 Public Square,

Cleveland,

Ohio

44114-1306

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
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 2.02     Results of Operations and Financial Condition.

    On January 20, 2026, KeyCorp issued a press release announcing its financial results for the three- and twelve-month periods ended December 31, 2025 (the “Press Release”), and posted on its website its fourth quarter 2025 Supplemental Information Package (the “Supplemental Information Package”). The Press Release and Supplemental Information Package are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively.

The information in the preceding paragraph, as well as Exhibit 99.1 and Exhibit 99.2 referenced therein, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).

    KeyCorp’s Consolidated Balance Sheets and Consolidated Statements of Income (collectively, the “Financial Statements”), included as part of the Press Release, are filed as Exhibit 99.3 to this report. Exhibit 99.3 is deemed “filed” for purposes of Section 18 of the Exchange Act and, therefore, may be incorporated by reference in filings under the Securities Act.

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    On January 15, 2026, each of Ruth Ann Gillis and Carlton Highsmith, directors of KeyCorp, informed the Board of Directors (the "Board") that they will retire from the Board effective upon the expiration of their current terms at KeyCorp's 2026 Annual Meeting of Shareholders (the "Annual Meeting"). On January 20, 2026, KeyCorp announced that the Board will nominate Antonio "Tony" DeSpirito and Christopher L. "Chris" Henson for election as independent directors at the Annual Meeting. Following the Annual Meeting, the size of the Board will remain at 14 directors.

Mr. DeSpirito, 57, has served in various executive positions at BlackRock, Inc. since August 2014. During his time at BlackRock, he has served as a Managing Director, as the Lead Portfolio Manager of the Equity Dividend Franchise (from August 2014 through December 2025), as the Chief Investment Officer for U.S. Fundamental Equities (from May 2016 through December 2025), and as the Global Chief Investment Officer of Fundamental Equities (from April 2023 through December 2025). Prior to his time at BlackRock, Mr. DeSpirito held various roles at Pzena Investment Management, including as a Managing Principal and Portfolio Manager, from 1996 to 2014. He also previously served as an attorney at Ropes & Gray LLP.

Mr. Henson, 64, served as the Head of Banking and Insurance of Truist Bank from 2019 until his retirement in September 2021. He joined Truist Financial Corporation’s predecessor BB&T’s executive management team in 2004 and served in various executive positions, including Chief Financial Officer and Chief Operating Officer, before being promoted to serve as President and Chief Operating Officer from 2016 to 2019. Mr. Henson has served on the Board of Directors of Hooker Furnishings Corporation (NASDAQ: HOFT) since October 2022.

Additional information about each of Messrs. DeSpirito and Henson will be included in KeyCorp’s Definitive Proxy Statement for the Annual Meeting.

Additionally, on January 20, 2026, KeyCorp announced that Todd Vasos has been appointed to the role of Lead Independent Director, effective immediately. Mr. Vasos succeeds Alexander M. “Sandy” Cutler, who will continue to serve as an independent director of the Board.

Item 8.01     Other Events.

    On January 20, 2026, KeyCorp issued a press release announcing the updates to the Board described in Item 5.02 herein. A copy of the press release is attached hereto as Exhibit 99.4 and is incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits

The following exhibits are furnished, or filed in the case of Exhibit 99.3, herewith:

99.1    Press Release, dated January 20, 2026, announcing financial results for the three- and twelve-month periods ended December 31, 2025

99.2    Supplemental Information Package reviewed during the conference call and webcast.

99.3    Financial Statements.

99.4    Press Release, dated January 20, 2026, announcing updates to the KeyCorp Board of Directors.

104    Cover Page Interactive Data File (embedded within the 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
						(Registrant)
Date: January 20, 2026						/s/ Stacy L. Gilbert
						By: Stacy L. Gilbert
						Chief Accounting Officer

FAQ

What did KeyCorp (KEY) report in this Form 8-K?

KeyCorp reported that it issued a press release with financial results for the three- and twelve-month periods ended December 31, 2025, posted a fourth quarter 2025 supplemental information package, and filed its consolidated balance sheets and income statements as exhibits.

Which financial documents did KeyCorp file or furnish with its Q4 2025 update?

KeyCorp furnished a press release (Exhibit 99.1) and a fourth quarter 2025 supplemental information package (Exhibit 99.2), and filed its consolidated balance sheets and consolidated statements of income as Financial Statements in Exhibit 99.3.

What board changes did KeyCorp (KEY) announce in this filing?

KeyCorp disclosed that directors Ruth Ann Gillis and Carlton Highsmith will retire at the 2026 Annual Meeting of Shareholders and that the board will nominate Antonio "Tony" DeSpirito and Christopher L. "Chris" Henson as independent directors, with the board size remaining at 14 members.

Who are the new independent director nominees for KeyCorp?

The board plans to nominate Antonio "Tony" DeSpirito, an experienced investment management executive, and Christopher L. "Chris" Henson, a former senior banking executive, for election as independent directors at KeyCorp's 2026 Annual Meeting of Shareholders.

Who is KeyCorps new Lead Independent Director?

KeyCorp appointed Todd Vasos as Lead Independent Director, effective immediately, succeeding Alexander M. "Sandy" Cutler, who will continue to serve as an independent director on the board.

How will KeyCorps board size change after the 2026 Annual Meeting?

Following the 2026 Annual Meeting of Shareholders, KeyCorp states that the size of the board will remain at 14 directors.

Where can investors find KeyCorps detailed Q4 and full-year 2025 financial results?

Investors can review the detailed Q4 and full-year 2025 results in the press release (Exhibit 99.1), the fourth quarter 2025 supplemental information package (Exhibit 99.2), and the Financial Statements filed as Exhibit 99.3, all referenced in the report.