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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to KeyCorp - Preferred Stock
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 5, 2025 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm August 5, 2025 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| August 5, 2025 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 KeyCo |
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| July 22, 2025 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 6/30/2025 3/31/2025 6/30/2024 Assets Loans $ 106,389 $ 104,809 $ 107,078 Loans held for sale 530 811 517 Securities available for sale 40,669 40,751 37,460 Held-to-maturity securities 6,914 7,160 7,968 Trading account assets 1,374 1,296 1,219 Short-term investments 11,564 15,349 15,536 Other investments 1,058 1,050 1,259 Total earning |
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| July 22, 2025 |
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): July 22, 2025 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 Nu |
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| July 22, 2025 |
KEYCORP REPORTS SECOND QUARTER 2025 NET INCOME OF $387 MILLION, OR $.35 PER DILUTED COMMON SHARE Revenue of $1.8 billion, up 21% year-over-year; Significant positive operating leverage on both a total and fee basis year-over-year Net interest income up 4% and net interest margin increased 8 bps quarter-over-quarter Period-end loans up $1.6 billion quarter-over-quarter; Commercial loans up $3.3 bil |
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| July 22, 2025 |
a2q25confcallslidesvfina KeyCorp Second Quarter 2025 Earnings Review July 22, 2025 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer 2Q25 Results +10% Noninterest Income Growth YoY $64Bn In Assets Under Management(1) Differentiated Fee Businesses Focused on Targeted Scale +3% Commercial Loan Growth QoQ +2% Client Deposits and Net New Relationship Household Growth YoY Driving New Relationships Focused on Primacy 11. |
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| June 30, 2025 |
Exhibit 99.1 KEYCORP 401(k) SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM December 31, 2024 KeyCorp 401(k) Savings Plan INDEX Page Report of Independent Registered Public Accounting Firm 1 Financial Statements: Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K 11-K 1 a11-kkey401k123124.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From To Commission file number 001-11302 |
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| June 10, 2025 |
KeyCorp Morgan Stanley U.S. Financials Conference June 11, 2025 Ken Gavrity Head of the Commercial Bank Commercial Banking: Relevance to Total KeyCorp Middle Market Total Revenue 27 Markets ➔ Strong coverage across top Middle Market MSAs ~4.6K customers ➔ 98% of deposits attached to an operating account 94% have at least 1 non-lending product with Key National Footprint ➔ ~8.3K Commercial Clients |
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| June 10, 2025 |
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): June 10, 2025 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 Nu |
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| May 19, 2025 |
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 15, 2025 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 Num |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 6, 2025 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 KeyC |
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| May 6, 2025 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm May 6, 2025 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| April 17, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 17, 2025 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 N |
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| April 17, 2025 |
KEYCORP REPORTS FIRST QUARTER 2025 NET INCOME OF $370 MILLION, OR $.33 PER DILUTED COMMON SHARE Revenue of $1.8 billion, up 16% year-over-year; noninterest expense down 1% year-over-year Net interest income up 4% quarter-over-quarter Improved credit metrics - nonperforming assets declined by 9% and net charge-offs by 4% quarter-over-quarter Common equity tier 1 ratio of 11.8%, up ~150 basis points |
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| April 17, 2025 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 3/31/2025 12/31/2024 3/31/2024 Assets Loans $ 104,809 $ 104,260 $ 109,885 Loans held for sale 811 797 228 Securities available for sale 40,751 37,707 37,298 Held-to-maturity securities 7,160 7,395 8,272 Trading account assets 1,296 1,283 1,171 Short-term investments 15,349 17,504 13,205 Other investments 1,050 1,041 1,247 Total earning |
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| April 17, 2025 |
KeyCorp First Quarter 2025 Earnings Review April 17, 2025 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer 1Q25 Results +6% Noninterest Income Growth(1) +3% on a reported basis $61Bn In Assets Under Management(2) Differentiated Fee Businesses Focused on Targeted Scale +4% Client Deposit Growth +2% Net New Relationship Household Growth Driving New Relationships Focused on Primacy 11. |
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| March 28, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| March 13, 2025 |
Financial Statements and Exhibits, Other Events 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): March 13, 2025 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 N |
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| March 13, 2025 |
KEYCORP ANNOUNCES SHARE REPURCHASE PROGRAM NEWS FOR IMMEDIATE RELEASE KEYCORP ANNOUNCES SHARE REPURCHASE PROGRAM CLEVELAND, March 13, 2025 – KeyCorp (NYSE: KEY) today announced that its Board of Directors has authorized a share repurchase program pursuant to which KeyCorp may purchase up to $1. |
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| March 4, 2025 |
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): March 4, 2025 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. Empl |
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| February 26, 2025 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) KEYCORP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Debt 5. |
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| February 26, 2025 |
Senior Medium-Term Notes, Series S 5.121% Fixed-to-Floating Rate Senior Notes due April 4, 2031 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-272573 PRICING SUPPLEMENT (To Prospectus dated June 9, 2023 and Prospectus Supplement dated June 16, 2023) Senior Medium-Term Notes, Series S $750,000,000 5.121% Fixed-to-Floating Rate Senior Notes due April 4, 2031 This pricing supplement describes the series of our fixed-to-floating rate senior notes that will be issued unde |
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| February 25, 2025 |
Free Wrinting Prospectus Filed Pursuant to Rule 433 Registration No. 333- 272573 TERM SHEET Dated February 25, 2025 KeyCorp Senior Medium-Term Notes, Series S $750,000,000 5.121% Fixed-to-Floating Senior Notes due 2031 Issuer: KeyCorp Security Type: Senior Notes Aggregate Principal Amount Offered: $750,000,000 Settlement Date*: March 4, 2025 (T+5) Maturity Date: April 4, 2031 Issue Price: 100.000% |
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| February 25, 2025 |
SUBJECT TO COMPLETION, DATED FEBRUARY 25, 2025 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-272573 The information in this pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these securities, nor |
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| February 21, 2025 |
KeyCorp Insider Trading Policy EXHIBIT 19 Executive Summary The purpose of the KeyCorp Insider Trading Policy (“Policy”) is to address employees’ obligations when they are in possession of Material Non-Public Information (“MNPI,” as defined below in Section 3. |
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| February 21, 2025 |
EXHIBIT 4.1 DESCRIPTION OF KEYCORP’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summarizes the terms and provisions of the securities of KeyCorp, an Ohio corporation (“KeyCorp”), registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following does not purport to be complete and is qualified |
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| February 21, 2025 |
EXHIBIT 10.13 RESTRICTED STOCK UNIT AWARD AGREEMENT KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp Amended and Restated 2019 Equity Compensation Plan (the “Plan”), this Restricted Stock Unit Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the number of Restricted Stock Units (“Uni |
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| February 21, 2025 |
Form of Cash-settling Performance Shares Award Agreement (2025-2027). EXHIBIT 10.6 CASH PERFORMANCE SHARES AWARD AGREEMENT KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp Amended and Restated 2019 Equity Compensation Plan (the “Plan”), this Cash Performance Shares Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the target number of performance shares |
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| February 21, 2025 |
EXHIBIT 24 KEYCORP POWER OF ATTORNEY Each of the undersigned, an officer, a director, or both of KeyCorp, an Ohio corporation, hereby constitutes and appoints Clark H. |
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| February 21, 2025 |
Amended and Restated KeyCorp Second Deferred Savings Plan (effective May 8, 2023). EXHIBIT 10.40 THE KEYCORP SECOND DEFERRED SAVINGS PLAN Amended and Restated Effective as of May 8, 2023 KEYCORP SECOND DEFERRED SAVINGS PLAN ARTICLE I - PURPOSE; EFFECTIVE DATE; PLAN TYPE 1.1. Purpose. The purpose of this Second Deferred Savings Plan (hereinafter, the "Plan") is to permit a select group of management or highly compensated employees of KeyCorp (and its selected subsidiaries and/or |
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| February 21, 2025 |
Subsidiaries of the Registrant. EXHIBIT 21 KEYCORP SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2024 Subsidiaries(a) Jurisdiction of Incorporation or Organization Parent Company KeyBank National Association United States KeyCorp (a)Subsidiaries of KeyCorp other than KeyBank National Association are not listed above since, in the aggregate, they would not constitute a significant subsidiary. |
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| February 21, 2025 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission file number: 1-11302 KeyCorp Exact name of registrant as specified in its charter: Ohio 34-6542451 State or other jurisdiction of incorporation or organization: |
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| February 21, 2025 |
EXHIBIT 10.12 RESTRICTED STOCK UNIT AWARD AGREEMENT KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp Amended and Restated 2019 Equity Compensation Plan (the “Plan”), this Restricted Stock Unit Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the number of Restricted Stock Units (“Uni |
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| February 21, 2025 |
EXHIBIT 22 SUBSIDIARY ISSUERS OF GUARANTEED SECURITIES KeyCorp has guaranteed the payment of certain amounts due with respect to the securities of its subsidiaries described below. |
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| January 21, 2025 |
EX-99.2 3 a4q24confcallslidesvfina.htm EX-99.2 KeyCorp Fourth Quarter 2024 Earnings Review January 21, 2025 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer Note: All metrics are FY 2024, unless otherwise noted (1) FY24 vs. FY23; (2) As of 12/31/2024; (3) 12/31/2024 ratio is estimated and reflects Key's election to adopt the CECL optional transition provision; |
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| January 21, 2025 |
KEYCORP REPORTS FOURTH QUARTER 2024 NET LOSS OF $(279) MILLION, OR $(.28) PER DILUTED COMMON SHARE, AND ADJUSTED NET INCOME OF $378 MILLION, OR $.38 PER DILUTED COMMON SHARE(a) Revenue of $865 million; Adjusted for selected items(a), revenue up 16% year-over-year Net interest income up 10% linked quarter Momentum across investment banking, payments, and wealth management fees up 27% year-over-year |
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| January 21, 2025 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 12/31/2024 9/30/2024 12/31/2023 Assets Loans $ 104,260 $ 105,346 $ 112,606 Loans held for sale 797 1,058 483 Securities available for sale 37,707 34,169 37,185 Held-to-maturity securities 7,395 7,702 8,575 Trading account assets 1,283 1,404 1,142 Short-term investments 17,504 22,796 10,817 Other investments 1,041 1,117 1,244 Total earn |
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| January 21, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 21, 2025 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 |
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| January 6, 2025 |
SCHEDULE I Information Relating to Directors and Executive Officers of The Bank of Nova Scotia Exhibit 99.2 SCHEDULE I Information Relating to Directors and Executive Officers of The Bank of Nova Scotia The following tables set forth information relating to directors and executive officers of The Bank of Nova Scotia (“BNS”). I. Directors Name of Director Principal Occupation or Employment Principal Business Address Citizenship Nora A. Aufreiter Corporate director 40 Temperance Street, Toron |
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| January 6, 2025 |
SCHEDULE II 60-Day Trading History Exhibit 99.3 SCHEDULE II 60-Day Trading History Date Number of Shares Purchased / (Sold) Price Per Share ($) 1/3/2025 77 $ 17.29 12/30/2024 (551) $ 17.20 12/20/2024 6,123 $ 17.09 12/19/2024 (458) $ 16.81 12/19/2024 7 $ 16.96 12/17/2024 (719) $ 17.80 12/17/2024 (70) $ 16.96 12/13/2024 (278) $ 18.13 12/12/2024 (5) $ 18.06 12/11/2024 92 $ 18.31 12/11/2024 71 $ 18.32 12/11/2024 77 $ 18.30 12/6/2024 (6 |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2024 KeyCorp (Exact name of registrant as specified in charter) 001-11302 (Commission File Number) Ohio 34-6542451 (State or other jurisdiction of inc |
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| December 31, 2024 |
KeyCorp and Scotiabank Complete Strategic Minority Investment Exhibit 99.1 KeyCorp and Scotiabank Complete Strategic Minority Investment CLEVELAND, December 27, 2024 /PRNewswire/ — KeyCorp (NYSE: KEY) today announced that The Bank of Nova Scotia (“Scotiabank”) has completed its purchase of KeyCorp’s common stock with an investment of approximately $2.0 billion, as expected. With this investment, Scotiabank (TSX: BNS) (NYSE: BNS) now owns approximately 14.9% |
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| December 31, 2024 |
Form of Performance Shares Award Agreement. Exhibit 10.1 CAPITAL AND EARNINGS IMRPOVEMENT AWARD PERFORMANCE SHARES AWARD AGREEMENT Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. KeyCorp grants to the Participant named below, in accordance with |
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| December 31, 2024 |
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): December 27, 2024 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. |
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| December 13, 2024 |
KeyCorp and Scotiabank Receive Regulatory Approval To Complete Strategic Minority Investment EX-99.1 Exhibit 99.1 KeyCorp and Scotiabank Receive Regulatory Approval To Complete Strategic Minority Investment CLEVELAND, Dec. 13, 2024 /PRNewswire/ — KeyCorp (NYSE: KEY) announced today that all required regulatory approvals have been received for completion of The Bank of Nova Scotia’s (“Scotiabank”) strategic minority investment in Key as announced on August 12, 2024. The Board of Governors |
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| December 13, 2024 |
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): December 13, 2024 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. |
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| November 6, 2024 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm November 6, 2024 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| November 6, 2024 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 |
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| October 18, 2024 |
KEY / KeyCorp / STATE STREET CORP Passive Investment SC 13G/A 1 KeyCorp.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KEYCORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 493267108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| October 17, 2024 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 9/30/2024 6/30/2024 9/30/2023 Assets Loans $ 105,346 $ 107,078 $ 115,544 Loans held for sale 1,058 517 730 Securities available for sale 34,169 37,460 35,839 Held-to-maturity securities 7,702 7,968 8,853 Trading account assets 1,404 1,219 1,325 Short-term investments 22,796 15,536 7,871 Other investments 1,117 1,259 1,356 Total earning |
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| October 17, 2024 |
KeyCorp Third Quarter 2024 Earnings Review October 17, 2024 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer Note: All metrics are as of 9/30/2024 unless otherwise noted (1) YTD Annualized growth; (2) 9/30/2024 ratio is estimated and reflects Key's election to adopt the CECL optional transition provision 3Q24 Results +4% YoY Client Deposit Growth +3. |
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| October 17, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 17, 2024 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 |
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| October 17, 2024 |
KEYCORP REPORTS THIRD QUARTER 2024 NET LOSS OF $(447) MILLION, OR $(.47) PER DILUTED COMMON SHARE, AND ADJUSTED NET INCOME OF $290 MILLION, OR $.30 PER DILUTED COMMON SHARE(a) Received initial $821 million tranche of strategic minority investment from Scotiabank; Common Equity Tier 1 ratio of 10.8% and Tangible Common Equity ratio of 6.2%(b) Net interest income up 7% quarter-over-quarter, with ave |
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| September 9, 2024 |
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): September 6, 2024 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. |
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| August 30, 2024 |
KeyCorp and Scotiabank Complete Initial Tranche of Strategic Minority Investment EX-99.1 Exhibit 99.1 NEWS KeyCorp and Scotiabank Complete Initial Tranche of Strategic Minority Investment CLEVELAND, OH - August 30, 2024 /PRNewswire/ — KeyCorp (NYSE: KEY) today announced that The Bank of Nova Scotia (“Scotiabank”) has completed the initial purchase of KeyCorp’s common stock with an investment of approximately $0.8 billion as expected. With this investment, Scotiabank now owns a |
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| August 30, 2024 |
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): August 30, 2024 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. Em |
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| August 13, 2024 |
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): August 12, 2024 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 |
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| August 13, 2024 |
Investment Agreement, dated August 12, 2024, by and between KeyCorp and The Bank of Nova Scotia. Exhibit 10.1 EXECUTION VERSION INVESTMENT AGREEMENT by and between KEYCORP and THE BANK OF NOVA SCOTIA Dated as of August 12, 2024 TABLE OF CONTENTS Page ARTICLE I PURCHASE; CLOSINGS 1 Section 1.1 Purchase 1 Section 1.2 Closings 1 ARTICLE II REPRESENTATIONS AND WARRANTIES 7 Section 2.1 Representations and Warranties of the Company 7 Section 2.2 Representations and Warranties of Purchaser 22 ARTICL |
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| August 12, 2024 |
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): August 12, 2024 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 |
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| August 12, 2024 |
EX-99.2 KeyCorp Strategic Minority Equity Investment from Scotiabank August 12, 2024 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer Exhibit 99.2 This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financ |
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| August 12, 2024 |
EX-99.1 Exhibit 99.1 NEWS KeyCorp Receives Strategic Minority Investment from Scotiabank Opportunistic capital raise on attractive terms Accelerates capital and earnings improvement; capital raise estimated to result in pro forma CET1 of 12.4% Further strengthens Key’s capacity for growth CLEVELAND, OH - August 12, 2024 /PRNewswire/ — KeyCorp (NYSE: KEY) today announced it has reached an agreement |
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| July 26, 2024 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm July 26, 2024 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| July 26, 2024 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 KeyCo |
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| July 18, 2024 |
KeyCorp Second Quarter 2024 Earnings Review July 18, 2024 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer 2 Note: All metrics are as of 6/30/2024 unless otherwise noted (1) 1H24 Annualized growth; (2) 6/30/2024 ratio is estimated and reflects Key's election to adopt the CECL optional transition provision ✓Enhanced underwrite-to- distribute platform through pa |
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| July 18, 2024 |
KEYCORP REPORTS SECOND QUARTER 2024 NET INCOME OF $237 MILLION, OR $.25 PER DILUTED COMMON SHARE Average deposits up $1.3 billion compared to the prior quarter and the second quarter of 2023, with client deposits up 5% year-over-year Disciplined expense management: expenses declined approximately 6% from the prior quarter and were stable versus the year-ago period Common Equity Tier 1 ratio rose 2 |
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| July 18, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 18, 2024 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 Nu |
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| July 18, 2024 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 6/30/2024 3/31/2024 6/30/2023 Assets Loans $ 107,078 $ 109,885 $ 119,011 Loans held for sale 517 228 1,130 Securities available for sale 37,460 37,298 37,908 Held-to-maturity securities 7,968 8,272 9,189 Trading account assets 1,219 1,171 1,177 Short-term investments 15,536 13,205 8,959 Other investments 1,259 1,247 1,474 Total earning |
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| June 27, 2024 |
Exhibit 99.1 KEYCORP 401(k) SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM December 31, 2023 KeyCorp 401(k) Savings Plan INDEX Page Reports of Independent Registered Public Accounting Firm 1 Financial Statements: Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Note |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From To Commission file number 001-11302 KeyCorp 401(k) Savings Plan (Full |
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| May 10, 2024 |
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 9, 2024 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. Employ |
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| May 2, 2024 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 KeyC |
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| May 2, 2024 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm May 2, 2024 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| April 18, 2024 |
KEYCORP REPORTS FIRST QUARTER 2024 NET INCOME OF $183 MILLION, OR $.20 PER DILUTED COMMON SHARE, WITH $.02 IMPACT FROM THE FDIC SPECIAL ASSESSMENT(a) Noninterest income up 6% year-over-year and linked quarter, driven by strength in investment banking and debt placement fees Continued to strengthen the balance sheet by reducing reliance on wholesale funding and higher cost brokered deposits Common |
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| April 18, 2024 |
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): April 18, 2024 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 N |
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| April 18, 2024 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 3/31/2024 12/31/2023 3/31/2023 Assets Loans $ 109,885 $ 112,606 $ 119,971 Loans held for sale 228 483 1,211 Securities available for sale 37,298 37,185 39,498 Held-to-maturity securities 8,272 8,575 9,561 Trading account assets 1,171 1,142 1,118 Short-term investments 13,205 10,817 8,410 Other investments 1,247 1,244 1,587 Total earnin |
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| April 18, 2024 |
KeyCorp First Quarter 2024 Earnings Review April 18, 2024 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer 2 Note: All metrics are as of 3/31/2024 unless otherwise noted (1) 3/31/2024 ratio is estimated and reflects Key's election to adopt the CECL optional transition provision ✓Enhanced underwrite-to- distribute platform through partnership with Blackstone+6% YoY Commercial Client Growth Differentiated Fee Businesses Focused on Targeted Scale Driving New Relationships Focused on Primacy 10. |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini |
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| March 15, 2024 |
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): March 14, 2024 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. Emp |
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| February 28, 2024 |
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): February 28, 2024 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. |
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| February 27, 2024 |
Free Wrinting Prospectus Filed Pursuant to Rule 433 Registration No. 333- 272573 TERM SHEET Dated February 26, 2024 KeyCorp Senior Medium-Term Notes, Series S $1,000,000,000 6.401% Fixed-to-Floating Senior Notes due 2035 Issuer: KeyCorp Security Type: Senior Notes Aggregate Principal Amount Offered: $1,000,000,000 Settlement Date: February 28, 2024 (T+2) Maturity Date: March 6, 2035 Issue Price: 9 |
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| February 27, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) KEYCORP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Debt 6. |
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| February 27, 2024 |
Senior Medium-Term Notes, Series S 6.401% Fixed-to-Floating Rate Senior Notes due March 6, 2035 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-272573 PRICING SUPPLEMENT (To Prospectus dated June 9, 2023 and Prospectus Supplement dated June 16, 2023) Senior Medium-Term Notes, Series S $1,000,000,000 6.401% Fixed-to-Floating Rate Senior Notes due March 6, 2035 This pricing supplement describes the series of our fixed-to-floating rate senior notes that will be issued un |
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| February 26, 2024 |
KeyCorp announces Stacy L. Gilbert to succeed Douglas M. Schosser as Chief Accounting Officer EX-99.1 Exhibit 99.1 KeyCorp announces Stacy L. Gilbert to succeed Douglas M. Schosser as Chief Accounting Officer CLEVELAND, February 26, 2024 /PRNewswire/ — KeyCorp (NYSE:KEY) announced that Douglas M. Schosser, currently Chief Accounting Officer, will be leaving the company to pursue a senior executive position at another company, effective March 15, 2024. Stacy L. Gilbert will succeed him as K |
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| February 26, 2024 |
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): February 23, 2024 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. |
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| February 26, 2024 |
SUBJECT TO COMPLETION, DATED FEBRUARY 26, 2024 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-272573 The information in this pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these securities, nor |
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| February 22, 2024 |
Amended and Restated KeyCorp Second Deferred Savings Plan (effective May 8, 2023). EXHIBIT 10.42 THE KEYCORP SECOND DEFERRED SAVINGS PLAN Amended and Restated Effective as of May 8, 2023 EXHIBIT 10.42 KEYCORP SECOND DEFERRED SAVINGS PLAN ARTICLE I - PURPOSE; EFFECTIVE DATE; PLAN TYPE 1.1. Purpose. The purpose of this Second Deferred Savings Plan (hereinafter, the "Plan") is to permit a select group of management or highly compensated employees of KeyCorp (and its selected subsid |
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| February 22, 2024 |
Amendment to the KeyCorp Second Excess Cash Balance Pension Plan (effective May 8, 2023). EXHIBIT 10.35 AMENDMENT TO THE KEYCORP SECOND EXCESS CASH BALANCE PENSION PLAN WHEREAS, KeyCorp maintains the KeyCorp Second Excess Cash Balance Pension Plan (the "Plan"), which was amended effective December 31, 2009, to freeze all new participants and new accruals under the Plan, and which was then amended and restated effective as of February 8, 2010; and WHEREAS, by action taken by the Adminis |
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| February 22, 2024 |
Subsidiaries of the Registrant. EXHIBIT 21 KEYCORP SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2022 Subsidiaries(a) Jurisdiction of Incorporation or Organization Parent Company KeyBank National Association United States KeyCorp (a)Subsidiaries of KeyCorp other than KeyBank National Association are not listed above since, in the aggregate, they would not constitute a significant subsidiary. |
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| February 22, 2024 |
Form of Cash-settling Performance Shares Award Agreement (2024-2026). EXHIBIT 10.6 CASH PERFORMANCE SHARES AWARD AGREEMENT KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp Amended and Restated 2019 Equity Compensation Plan (the “Plan”), this Cash Performance Shares Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the target number of performance shares |
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| February 22, 2024 |
KeyCorp Compensation Recovery Policy. EXHIBIT 97 KEYCORP COMPENSATION RECOVERY POLICY (Adopted November 15, 2023) 1.Introduction The Compensation and Organization Committee (the “Committee”) of the Board of Directors (the “Board”) of KeyCorp (the “Company”) has adopted this Compensation Recovery Policy (the “Policy”), which provides for the recovery of certain executive compensation in the event of an accounting restatement resulting |
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| February 22, 2024 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Commission file number: 1-11302 KeyCorp Exact name of registrant as specified in its charter: Ohio 34-6542451 State or other jurisdiction of incorporation or organization: |
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| February 22, 2024 |
EXHIBIT 24 KEYCORP POWER OF ATTORNEY Each of the undersigned, an officer, a director, or both of KeyCorp, an Ohio corporation, hereby constitutes and appoints Clark H. |
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| February 22, 2024 |
EXHIBIT 4.1 DESCRIPTION OF KEYCORP’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summarizes the terms and provisions of the securities of KeyCorp, an Ohio corporation (“KeyCorp”), registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following does not purport to be complete and is qualified |
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| February 22, 2024 |
EXHIBIT 22 SUBSIDIARY ISSUERS OF GUARANTEED SECURITIES KeyCorp has guaranteed the payment of certain amounts due with respect to the securities of its subsidiaries described below. |
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| February 13, 2024 |
KEY / KeyCorp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01276-keycorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: KeyCorp Title of Class of Securities: Common Stock CUSIP Number: 493267108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant |
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| February 9, 2024 |
KEY / KeyCorp / Capital International Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* KeyCorp (Name of Issuer) Common Stock (Title of Class of Securities) 493267108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| January 18, 2024 |
a4q23confcallslidesvf KeyCorp Fourth Quarter 2023 Earnings Review January 18, 2024 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer Forward-looking Statements and Additional Information This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financial or business performance or conditions. |
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| January 18, 2024 |
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 18, 2024 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 |
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| January 18, 2024 |
KEYCORP REPORTS FOURTH QUARTER 2023 NET INCOME OF $30 MILLION, OR $.03 PER DILUTED COMMON SHARE Fourth quarter 2023 net income reflects $209 million of after-tax expenses, or $.22 per share, from the following items: FDIC special assessment, efficiency related expenses, and a pension settlement charge Strong capital position: Common Equity Tier 1 of 10.0%(a), above targeted range Exceeded 2023 ful |
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| January 18, 2024 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 12/31/2023 9/30/2023 12/31/2022 Assets Loans $ 112,606 $ 115,544 $ 119,394 Loans held for sale 483 730 963 Securities available for sale 37,185 35,839 39,117 Held-to-maturity securities 8,575 8,853 8,710 Trading account assets 1,142 1,325 829 Short-term investments 10,817 7,871 2,432 Other investments 1,244 1,356 1,308 Total earning as |
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| December 4, 2023 |
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): December 4, 2023 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. E |
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| December 4, 2023 |
EX-99.1 Clark Khayat Chief Financial Officer Chris Gorman Chairman and Chief Executive Officer Goldman Sachs 2023 U.S. Financial Services Conference Exhibit 99.1 Forward-looking Statements and Additional Information This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations |
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| November 16, 2023 |
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): November 9, 2023 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. E |
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| November 2, 2023 |
Fourth Amended and Restated Regulations of KeyCorp, effective September 21, 2023. EXHIBIT 3.1 FOURTH AMENDED AND RESTATED REGULATIONS OF KEYCORP (Effective September 21, 2023) ARTICLE I SHAREHOLDERS Section 1. Place of Meeting. All meetings of the shareholders of the Corporation shall be held at the office of the Corporation or at such other places, within or without the State of Ohio, and/or in part by means of communications equipment in the manner provided for in Section 11 |
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| November 2, 2023 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm November 2, 2023 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| November 2, 2023 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 |
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| October 19, 2023 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 9/30/2023 6/30/2023 9/30/2022 Assets Loans $ 115,544 $ 119,011 $ 116,191 Loans held for sale 730 1,130 1,048 Securities available for sale 35,839 37,908 40,000 Held-to-maturity securities 8,853 9,189 8,163 Trading account assets 1,325 1,177 1,068 Short-term investments 7,871 8,959 4,896 Other investments 1,356 1,474 1,272 Total earning |
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| October 19, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 19, 2023 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 |
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| October 19, 2023 |
KEYCORP REPORTS THIRD QUARTER 2023 NET INCOME OF $266 MILLION, OR $.29 PER DILUTED COMMON SHARE Strong balance sheet with significant capital build: Common Equity Tier 1 of 9.8%(a), up 50 basis points from the prior quarter and above targeted range Focus on relationships and balance sheet optimization drives reduction in risk-weighted assets, down $7 billion(b), compared to the prior quarter Incre |
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| October 19, 2023 |
a3q23confcallslidesvff KeyCorp Third Quarter 2023 Earnings Review October 19, 2023 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer Forward-looking Statements and Additional Information This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financial or business performance or conditions. |
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| September 22, 2023 |
Fourth Amended and Restated Regulations of KeyCorp, effective September 21, 2023 Exhibit 3.1 THIRD FOURTH AMENDED AND RESTATED REGULATIONS OF KEYCORP (Effective May 23, 2019September 21, 2023) ARTICLE I SHAREHOLDERS Section 1. Place of Meeting. All meetings of the shareholders of the Corporation shall be held at the office of the Corporation or at such other places, within or without the State of Ohio, and/or in part by means of communications equipment in the manner provided |
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| September 22, 2023 |
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): September 21, 2023 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. |
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| August 2, 2023 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm August 2, 2023 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| August 2, 2023 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 KeyCo |
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| July 20, 2023 |
a2q23confcallslidesversi KeyCorp Second Quarter 2023 Earnings Review July 20, 2023 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer Forward-looking Statements and Additional Information This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financial or business performance or conditions. |
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| July 20, 2023 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 6/30/2023 3/31/2023 6/30/2022 Assets Loans $ 119,011 $ 119,971 $ 112,390 Loans held for sale 1,130 1,211 1,306 Securities available for sale 37,908 39,498 42,437 Held-to-maturity securities 9,189 9,561 8,186 Trading account assets 1,177 1,118 809 Short-term investments 8,959 8,410 2,456 Other investments 1,474 1,587 969 Total earning a |
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| July 20, 2023 |
KEYCORP REPORTS SECOND QUARTER 2023 NET INCOME OF $250 MILLION, OR $.27 PER DILUTED COMMON SHARE Strong, core funded balance sheet: period-end deposits up $1.0 billion compared to the prior quarter Solid credit quality: net charge-offs to average loans of 17 basis points Built capital: Common Equity Tier 1 of 9.2%(a) Disciplined expense management: expenses down 9% from prior quarter and relativel |
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| July 20, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 20, 2023 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 Nu |
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| June 27, 2023 |
Exhibit 99.1 KEYCORP 401(k) SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM December 31, 2022 KeyCorp 401(k) Savings Plan INDEX Page Reports of Independent Registered Public Accounting Firm 1 Financial Statements: Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Note |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From To Commission file number 001-11302 KeyCorp 401(k) Savings Plan (Full |
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| June 16, 2023 |
EX-4.4(a) Exhibit 4.4(a) THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. CUSIP NO. [ISIN: ] [Common Code: ] REGISTERED PRINCIPAL AMOUNT $ No. FX - KEYCORP FORM OF SENIOR MEDIUM-TERM NOTE, SERIES S (FIXED RATE) D |
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| June 16, 2023 |
EX-4.1 Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE TO INDENTURE DATED JUNE 10, 1994 This THIRD SUPPLEMENTAL INDENTURE dated as of June 16, 2023 is executed by and between KEYCORP, a corporation duly organized and existing under the laws of the State of Ohio (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a New York banking corporation duly organized |
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| June 16, 2023 |
(b) Series S Floating Rate Note; EX-4.4(b) Exhibit 4.4(b) THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. CUSIP NO. [ISIN: ] [Common Code: ] REGISTERED PRINCIPAL AMOUNT $ No. FL - KEYCORP FORM OF SENIOR MEDIUM-TERM NOTE, SERIES S (FLOATING RATE |
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| June 16, 2023 |
(e) Series T Floating Rate Note; and EX-4.4(e) Exhibit 4.4(e) THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS SECURITY IS SUBORDINATED, AS TO PRINCIPAL, INTEREST AND PREMIUM, AND ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR INDEBTEDNESS” OF KEY |
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| June 16, 2023 |
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): June 16, 2023 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. Empl |
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| June 16, 2023 |
Distribution Agreement dated June 16, 2023 between the Company and the Agents named therein. EX-1.1 Exhibit 1.1 KeyCorp Senior Medium-Term Notes, Series S Subordinated Medium-Term Notes, Series T Due Nine Months or More From Date of Issue DISTRIBUTION AGREEMENT June 16, 2023 GOLDMAN SACHS & CO. LLC 200 West Street New York, New York 10282 AND EACH OF THE OTHER AGENTS LISTED ON SCHEDULE I HERETO Ladies and Gentlemen: KeyCorp, an Ohio corporation (the “Company”), confirms its agreement with |
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| June 16, 2023 |
(f) Series T Master Global Note. EX-4.4(f) Exhibit 4.4(f) THIS MASTER GLOBAL NOTE IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS SECURITY IS SUBORDINATED, AS TO PRINCIPAL, INTEREST AND PREMIUM, AND ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR INDEBTEDNE |
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| June 16, 2023 |
424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-272573 PROSPECTUS SUPPLEMENT (To Prospectus dated June 9, 2023) Senior Medium-Term Notes, Series S Subordinated Medium-Term Notes, Series T Due 9 Months or More from Date of Issue We may use this prospectus supplement to offer our medium-term notes from time to time. The specific terms of each note offered will be includ |
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| June 16, 2023 |
EX-4.2 Exhibit 4.2 KEYCORP Senior Medium-Term Notes, Series S Officers’ Certificate and Company Order Pursuant to the Indenture dated as of June 10, 1994, as supplemented by the First Supplemental Indenture, dated as of November 14, 2001, the Second Supplemental Indenture, dated as of November 13, 2013, and the Third Supplemental Indenture, dated as of May 23, 2022, relating to unsecured and unsub |
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| June 16, 2023 |
EX-4.4(d) Exhibit 4.4(d) [REVERSE OF NOTE] KEYCORP SUBORDINATED MEDIUM-TERM NOTE, SERIES T Section 1. General. This Security is one of a duly authorized issue of securities (herein called the “Securities”) of the Company, issued and to be issued in one or more series under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time to time (herein called the “Inden |
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| June 16, 2023 |
(c) Series S Master Global Note; EX-4.4(c) Exhibit 4.4(c) THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS SECURITY IS SUBORDINATED, AS TO PRINCIPAL, INTEREST AND PREMIUM, AND ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR INDEBTEDNESS” OF KEY |
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| June 16, 2023 |
EX-4.3 Exhibit 4.3 KEYCORP Subordinated Medium-Term Notes, Series T Officers’ Certificate and Company Order Pursuant to the Indenture dated as of June 10, 1994, as supplemented by the First Supplemental Indenture, dated as of November 14, 2001, the Second Supplemental Indenture, dated as of November 13, 2013, and the Third Supplemental Indenture, dated as of June 16, 2023, relating to unsecured an |
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| June 9, 2023 |
EX-25.(a) Exhibit 25(a) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee |
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| June 9, 2023 |
EX-FILING FEES Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) KEYCORP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title (1)(2) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt Debt Securities Rule 456(b) and 457(r)(7) (3) (3) (3) (7) (7) Equity Preferred Stock, par value $1. |
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| June 9, 2023 |
As filed with the Securities and Exchange Commission on June 9, 2023 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 9, 2023 Registration No. |
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| June 9, 2023 |
Acknowledgment of Ernst & Young LLP. EX-15.(a) Exhibit 15(a) Acknowledgment of Independent Registered Public Accounting Firm June 9, 2023 The Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the Registration Statement (Form S-3ASR) and related Prospectus of KeyCorp for the registration of debt securities, preferred stock, depositary shares, common shares, warrants, purchase contracts an |
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| June 9, 2023 |
EX-23.(a) Exhibit 23(a) Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3ASR) and related Prospectus of KeyCorp for the registration of debt securities, preferred stock, depositary shares, common shares, warrants, purchase contracts and units and to the incorporation by reference ther |
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| June 9, 2023 |
EX-24.(a) Exhibit 24(a) KEYCORP POWER OF ATTORNEY Each of the undersigned, an officer, a director, or both of KeyCorp, an Ohio corporation, hereby constitutes and appoints James L. Waters and Andrea R. McCarthy, and each of them, as his or her true and lawful attorney-in fact with full power of substitution and resubstitution, to sign in his or her name, place, and stead one or more Registration S |
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| June 9, 2023 |
Opinion of Squire Patton Boggs (US) LLP as to the validity of the securities to be registered. EX-5.(a) Exhibit 5(a) Squire Patton Boggs (US) LLP 4900 Key Tower 127 Public Square Cleveland, OH 44114 O +1 216 479 8500 F +1 216 479 8780 squirepattonboggs.com June 9, 2023 KeyCorp 127 Public Square Cleveland, Ohio 44114 Ladies and Gentlemen: We have acted as counsel to KeyCorp, an Ohio corporation (the “Company”), in connection with a Registration Statement on Form S-3ASR (the “Registration Sta |
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| June 9, 2023 |
EX-25.(b) Exhibit 25(b) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee |
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| May 12, 2023 |
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 11, 2023 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. Emplo |
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| May 11, 2023 |
EX-FILING FEES 6 d671215dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) KeyCorp (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regi |
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| May 11, 2023 |
EX-24 4 d671215dex24.htm EX-24 Exhibit 24 KEYCORP POWER OF ATTORNEY Each of the undersigned, an officer, a director, or both of KeyCorp, an Ohio corporation, hereby constitutes and appoints James L. Waters and Andrea R. McCarthy, and each of them, as their true and lawful attorneys-in fact with full power of substitution and resubstitution, to sign in their name, place, and stead and to file (i) a |
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| May 11, 2023 |
Acknowledgment of Independent Registered Public Accounting Firm. EX-15 Exhibit 15 Acknowledgment of Independent Registered Public Accounting Firm May 8, 2023 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the Registration Statement (Form S-8) of KeyCorp for the registration of 40,000,000 common shares issuable under KeyCorp’s Amended and Restated 2019 Equity Compensation Plan of our report dated May 4, 2023 relating to the unaudited consolidated interim financial statements of KeyCorp that is included in its Form 10-Q for the quarter ended March 31, 2023. |
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| May 11, 2023 |
KeyCorp Amended and Restated 2019 Equity Compensation Plan (effective May 11, 2023). EX-99.1 Exhibit 99.1 KEYCORP AMENDED AND RESTATED 2019 EQUITY COMPENSATION PLAN 1. EFFECTIVE DATE; AMENDMENT AND RESTATEMENT; PURPOSE; TERM; PRIOR PLAN. (a) The Corporation established the KeyCorp 2019 Equity Compensation Plan effective as of January 10, 2019, and the Plan was approved by the shareholders of the Corporation on May 23, 2019. Definitions of capitalized terms used in the Plan are con |
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| May 11, 2023 |
As filed with the Securities and Exchange Commission on May 11, 2023 S-8 As filed with the Securities and Exchange Commission on May 11, 2023 Registration No. |
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| May 4, 2023 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 KeyC |
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| May 4, 2023 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm May 4, 2023 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| April 20, 2023 |
a1q23confcallslidesvf KeyCorp First Quarter 2023 Earnings Review April 20, 2023 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Executive Vice President and Chief Financial Officer Forward-looking Statements and Additional Information This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financial or business performance or conditions. |
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| April 20, 2023 |
KEYCORP REPORTS FIRST QUARTER 2023 NET INCOME OF $275 MILLION, OR $.30 PER DILUTED COMMON SHARE Net income includes $126 million, or $.14 per share from allowance build and expense actions Durable, relationship-based business model provides stability and positions the company to perform well throughout the business cycle Strong liquidity and funding, supported by diverse, core deposits Solid credi |
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| April 20, 2023 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 3/31/2023 12/31/2022 3/31/2022 Assets Loans $ 119,971 $ 119,394 $ 106,600 Loans held for sale 1,211 963 1,170 Securities available for sale 39,498 39,117 43,681 Held-to-maturity securities 9,561 8,710 6,871 Trading account assets 1,118 829 848 Short-term investments 8,410 2,432 3,881 Other investments 1,587 1,308 722 Total earning asse |
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| April 20, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 20, 2023 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 N |
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| March 24, 2023 |
Definitive Proxy Statement on Schedule 14A, filed on March 24, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 16, 2023 |
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): March 16, 2023 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. Emp |
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| March 6, 2023 |
EX-99.1 Clark Khayat Executive Vice President and Chief Strategy Officer Don Kimble Vice Chairman and Chief Financial Officer 2023 RBC Capital Markets Financial Institutions Conference Exhibit 99.1 This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of |
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| March 6, 2023 |
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): March 6, 2023 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. Empl |
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| February 22, 2023 |
EXHIBIT 24 KEYCORP POWER OF ATTORNEY Each of the undersigned, an officer, a director, or both of KeyCorp, an Ohio corporation, hereby constitutes and appoints Donald R. |
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| February 22, 2023 |
EXHIBIT 10.37 AMENDMENT TO THE KEYCORP DEFERRED SAVINGS PLAN WHEREAS, KeyCorp maintains the KeyCorp Deferred Savings Plan (the “Plan”), which was amended and restated effective as of January 1, 2015 and amended effective as of December 31, 2018 in order to freeze all accruals of Plan Accounts under the Plan as such date. WHEREAS, by action taken by the Administrative Oversight Committee (the “AOC” |
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| February 22, 2023 |
EXHIBIT 10.40 THE KEYCORP SECOND DEFERRED SAVINGS PLAN Amended and Restated Effective as of January 1, 2023 EXHIBIT 10.40 KEYCORP SECOND DEFERRED SAVINGS PLAN ARTICLE I - PURPOSE; EFFECTIVE DATE; PLAN TYPE 1.1 Purpose. The purpose of this Second Deferred Savings Plan (hereinafter, the "Plan") is to permit a select group of management or highly compensated employees of KeyCorp (and its selected sub |
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| February 22, 2023 |
EXHIBIT 10.7 CASH PERFORMANCE SHARES AWARD AGREEMENT KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2019 Equity Compensation Plan (the “Plan”), this Cash Performance Shares Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the target number of performance shares (“Performance Shares |
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| February 22, 2023 |
EXHIBIT 4.1 DESCRIPTION OF KEYCORP’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summarizes the terms and provisions of the securities of KeyCorp, an Ohio corporation (“KeyCorp”), registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following does not purport to be complete and is qualified |
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| February 22, 2023 |
Subsidiaries of the Registrant. EXHIBIT 21 KEYCORP SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2022 Subsidiaries(a) Jurisdiction of Incorporation or Organization Parent Company KeyBank National Association United States KeyCorp (a)Subsidiaries of KeyCorp other than KeyBank National Association are not listed above since, in the aggregate, they would not constitute a significant subsidiary. |
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| February 22, 2023 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Commission file number: 1-11302 KeyCorp Exact name of registrant as specified in its charter: Ohio 34-6542451 State or other jurisdiction of incorporation or organization: |
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| February 22, 2023 |
EXHIBIT 10.38 AMENDMENT TO THE KEYCORP DEFERRED SAVINGS PLAN WHEREAS, KeyCorp maintains the KeyCorp Deferred Savings Plan (the “Plan”), which was amended and restated effective as of January 1, 2015, and amended, effective as of December 31, 2018, in order to freeze all accruals of Plan Accounts under the Plan as of such date, and further amended, effective as of January 1, 2023, to revise certain |
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| February 22, 2023 |
Subsidiary Issuers of Guaranteed Securities EXHIBIT 22 SUBSIDIARY ISSUERS OF GUARANTEED SECURITIES KeyCorp has guaranteed the payment of certain amounts due with respect to the securities of its subsidiaries described below. |
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| February 13, 2023 |
KEY / KeyCorp / Capital International Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* KeyCorp (Name of Issuer) Common Stock (Title of Class of Securities) 493267108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 9, 2023 |
KEY / KeyCorp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01235-keycorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: KeyCorp Title of Class of Securities: Common Stock CUSIP Number: 493267108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant |
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| January 19, 2023 |
EX-99.3 4 a4q22erex993.htm EX-99.3 Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 12/31/2022 9/30/2022 12/31/2021 Assets Loans $ 119,394 $ 116,191 $ 101,854 Loans held for sale 963 1,048 2,729 Securities available for sale 39,117 40,000 45,364 Held-to-maturity securities 8,710 8,163 7,539 Trading account assets 829 1,068 701 Short-term investments 2,432 4,896 11,010 Other investmen |
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| January 19, 2023 |
KeyCorp Fourth Quarter 2022 Earnings Review January 19, 2023 Don Kimble Vice Chairman and Chief Financial Officer Chris Gorman Chairman and Chief Executive Officer Clark Khayat Executive Vice President and Chief Strategy Officer Forward-looking Statements and Additional Information This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financial or business performance or conditions. |
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| January 19, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 19, 2023 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 |
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| January 19, 2023 |
KEYCORP REPORTS FOURTH QUARTER 2022 NET INCOME OF $356 MILLION, OR $.38 PER DILUTED COMMON SHARE Results reflect provision for credit losses of $265 million, which exceeded net charge-offs by $224 million, or $.20 per share Loan and deposit growth across commercial and consumer businesses Solid credit quality with net charge-offs to average loans of 14 basis points Annual positive operating levera |
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| December 5, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 5, 2022 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. E |
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| December 5, 2022 |
Don Kimble Vice Chairman and Chief Financial Officer Chris Gorman Chairman and Chief Executive Officer Goldman Sachs 2022 U. |
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| November 17, 2022 |
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): November 17, 2022 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. |
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| November 17, 2022 |
Exhibit 99.1 KeyCorp announces retirement of Chief Financial Officer, Donald R. Kimble and names Chief Strategy Officer, Clark H.I. Khayat, as successor CLEVELAND, November 17, 2022 /PRNewswire/ ? KeyCorp (NYSE:KEY) announced that Donald R. Kimble, Chief Financial Officer (CFO) and Chief Administrative Officer, will retire on May 1, 2023. He will be succeeded by Clark H.I. Khayat, currently Chief |
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| November 1, 2022 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm November 1, 2022 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| November 1, 2022 |
Letter agreement between KeyBank National Association and Kevin T. Ryan, dated as of July 2, 2022. EXHIBIT 10.1 Personal and Confidential VIA ELECTRONIC DELIVERY May 20, 2022 Kevin T. Ryan [Home Address] Dear Kevin: This Letter Agreement (?Agreement?) confirms our discussions concerning your retirement from employment with KeyBank National Association (?Employer?), and it serves to outline the particular terms and conditions of the benefits to be provided to you under the terms of this Agreemen |
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| November 1, 2022 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 |
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| October 20, 2022 |
a3q22confcallslidesvf KeyCorp Third Quarter 2022 Earnings Review October 20, 2022 Don Kimble Vice Chairman and Chief Financial Officer Chris Gorman Chairman and Chief Executive Officer Forward-looking Statements and Additional Information This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financial or business performance or conditions. |
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| October 20, 2022 |
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): October 20, 2022 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 |
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| October 20, 2022 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 9/30/2022 6/30/2022 9/30/2021 Assets Loans $ 116,191 $ 112,390 $ 98,609 Loans held for sale 1,048 1,306 1,805 Securities available for sale 40,000 42,437 40,594 Held-to-maturity securities 8,163 8,186 8,423 Trading account assets 1,068 809 902 Short-term investments 4,896 2,456 19,608 Other investments 1,272 969 607 Total earning asset |
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| October 20, 2022 |
KEYCORP REPORTS THIRD QUARTER 2022 NET INCOME OF $513 MILLION, OR $.55 PER DILUTED COMMON SHARE Revenue up from the prior quarter and year-ago period Continued loan growth driven by commercial and consumer businesses Strong credit quality with net charge-offs to average loans of 15 basis points Positive operating leverage compared to the prior quarter and year-ago period CLEVELAND, October 20, 202 |
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| August 24, 2022 |
Exhibit 4.1 Form 540 Prescribed by: Toll Free: 877.767.3453 | Central Ohio: 614.466.3910 OhioSoS.gov | [email protected] File online or for more information: OhioBusinessCentral.gov Certificate of Amendment (For-Profit, Domestic Corporation) Filing Fee: $50 Form Must Be Typed Check appropriate box: ????Amendment to existing Articles of Incorporation (125-AMDS) ????Amended and Restated Articles |
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| August 24, 2022 |
Exhibit 1.1 EXECUTION VERSION 24,000,000 Depositary Shares KeyCorp Each Representing 1/40th Ownership Interest in a Share of 6.200% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H Underwriting Agreement August 17, 2022 BofA Securities, Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC Citigroup Global Markets Inc. Goldman Sachs & Co. LLC KeyBa |
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| August 24, 2022 |
Exhibit 4.3 Execution Version DEPOSIT AGREEMENT between KEYCORP and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of August 24, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS Section 1.1. Definitions 1 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES H PREFERRED STOCK, EXECUT |
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| August 24, 2022 |
As filed with the Securities and Exchange Commission on August 24, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 KeyCorp (Exact name of registrant as specified in its charter) Ohio 34-6542451 (State of Incorporation or Organization) (I. |
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| August 24, 2022 |
Exhibit 4.2 PREFERRED STOCK, SERIES H PREFERRED STOCK, SERIES H THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND NEW YORK, NY THE SHARES OF PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. UNLESS THIS GLOBAL CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPR |
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| August 24, 2022 |
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): August 22, 2022 KeyCorp (Exact name of registrant as specified in charter) Ohio 001-11302 34-6542451 State or other jurisdiction of incorporation or organization: Commission File Numb |
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| August 19, 2022 |
Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) KEYCORP (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Depositary Shares Each Representing a 1/40th Ownership Interest in a Share of Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H Rule 457(r) $600,000,000 100% $600,000,000 . |
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| August 19, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239044 PROSPECTUS SUPPLEMENT (To Prospectus Dated June 9, 2020) 24,000,000 Depositary Shares Each Representing a 1/40th Ownership Interest in a Share of 6.200% Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H We are offering 24,000,000 depositary shares, each representing a 1/40th ownership interest in a sha |
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| August 17, 2022 |
Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-239044 Term Sheet Dated August 17, 2022 24,000,000 Depositary Shares Each Representing a 1/40th Ownership Interest in a Share of 6.200% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H Issuer: KeyCorp (Ticker: KEY) Security: Depositary Shares Each Representing a 1/40th Ownership Interest in a Share of 6.200% |
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| August 17, 2022 |
SUBJECT TO COMPLETION, DATED AUGUST 17, 2022. Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-239044 The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and are not soliciting an offer to buy these securities, in any jurisdi |
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| August 2, 2022 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 KeyCo |
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| August 2, 2022 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm August 2, 2022 The Board of Directors and Shareholders of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| July 21, 2022 |
KEYCORP REPORTS SECOND QUARTER 2022 NET INCOME OF $504 MILLION, OR $.54 PER DILUTED COMMON SHARE Positive operating leverage compared to the prior quarter and year-ago period Revenue up 6% from the prior quarter, driven by growth in net interest income Strong loan growth across commercial and consumer businesses Credit quality remains strong with net charge-offs to average loans of 16 basis points |
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| July 21, 2022 |
KeyCorp Second Quarter 2022 Earnings Review July 21, 2022 Don Kimble Vice Chairman and Chief Financial Officer Chris Gorman Chairman and Chief Executive Officer Forward-looking Statements and Additional Information This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp?s expectations or predictions of future financial or business performance or conditions. |
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| July 21, 2022 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 6/30/2022 3/31/2022 6/30/2021 Assets Loans $ 112,390 $ 106,600 $ 100,730 Loans held for sale 1,306 1,170 1,537 Securities available for sale 42,437 43,681 34,638 Held-to-maturity securities 8,186 6,871 6,175 Trading account assets 809 848 851 Short-term investments 2,456 3,881 20,460 Other investments 969 722 635 Total earning assets 1 |
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| July 21, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 20, 2022 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 Nu |
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| July 21, 2022 |
KeyCorp Second Quarter 2022 Earnings Review July 21, 2022 Don Kimble Vice Chairman and Chief Financial Officer Chris Gorman Chairman and Chief Executive Officer Exhibit 99. |
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| July 21, 2022 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 6/30/2022 3/31/2022 6/30/2021 Assets Loans $ 112,390 $ 106,600 $ 100,730 Loans held for sale 1,306 1,170 1,537 Securities available for sale 42,437 43,681 34,638 Held-to-maturity securities 8,186 6,871 6,175 Trading account assets 809 848 851 Short-term investments 2,456 3,881 20,460 Other investments 969 722 635 Total earning assets 1 |
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| July 21, 2022 |
Exhibit 99.1 KEYCORP REPORTS SECOND QUARTER 2022 NET INCOME OF $504 MILLION, OR $.54 PER DILUTED COMMON SHARE Positive operating leverage compared to the prior quarter and year-ago period Revenue up 6% from the prior quarter, driven by growth in net interest income Strong loan growth across commercial and consumer businesses Credit quality remains strong with net charge-offs to average loans of 16 |
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| July 21, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2022 KeyCorp (Exact name of registrant as specified in its charter) Ohio 001-11302 34-6542451 State or other jurisdiction of incorporation or organization |
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| June 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K 11-K 1 a11-kkey401k123121.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From To Commission file number 001-11302 |
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| June 27, 2022 |
Exhibit 99.1 KEYCORP 401(k) SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM December 31, 2021 KeyCorp 401(k) Savings Plan INDEX Page Reports of Independent Registered Public Accounting Firm 1 Financial Statements: Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Note |
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| June 13, 2022 |
KeyCorp Morgan Stanley US Financials, Payments & CRE Conference June 13, 2022 Don Kimble Vice Chairman and Chief Financial Officer Chris Gorman Chairman and Chief Executive Officer Exhibit 99. |
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| June 13, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 13, 2022 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. Empl |
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| May 23, 2022 |
Financial Statements and Exhibits, Other Events 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 23, 2022 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. Emplo |
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| May 23, 2022 |
Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE TO INDENTURE DATED JUNE 10, 1994 This THIRD SUPPLEMENTAL INDENTURE dated as of May 23, 2022 is executed by and between KEYCORP, a corporation duly organized and existing under the laws of the State of Ohio (the ?Company?), and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a New York banking corporation duly organized and exi |
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| May 23, 2022 |
Exhibit 4.2 KEYCORP Senior Medium-Term Notes, Series Q Amended and Restated Officers? Certificate and Company Order Pursuant to the Indenture, dated as of June 10, 1994, as supplemented by the First Supplemental Indenture, dated as of November 14, 2001, the Second Supplemental Indenture, dated as of November 13, 2013, and the Third Supplemental Indenture, dated as of May 23, 2022, relating to unse |
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| May 18, 2022 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) KEYCORP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Debt 3. |
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| May 18, 2022 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) KEYCORP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Debt 4. |
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| May 18, 2022 |
Senior Medium-Term Notes, Series Q 3.878% Fixed-to-Floating Rate Senior Notes due May 23, 2025 424B5 1 d521529d424b5.htm 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-239044 PRICING SUPPLEMENT (To Prospectus dated June 9, 2020 and Prospectus Supplement dated June 9, 2020) Senior Medium-Term Notes, Series Q $600,000,000 3.878% Fixed-to-Floating Rate Senior Notes due May 23, 2025 This pricing supplement describes the series of our fixed-to-floating rate senior |
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| May 18, 2022 |
Senior Medium-Term Notes, Series Q 4.789% Fixed-to-Floating Rate Senior Notes due June 1, 2033 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239044 PRICING SUPPLEMENT (To Prospectus dated June 9, 2020 and Prospectus Supplement dated June 9, 2020) Senior Medium-Term Notes, Series Q $750,000,000 4.789% Fixed-to-Floating Rate Senior Notes due June 1, 2033 This pricing supplement describes the series of our fixed-to-floating rate senior notes that will be issued under |
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| May 17, 2022 |
Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-239044 TERM SHEET Dated May 16, 2022 KeyCorp Senior Medium-Term Notes, Series Q $750,000,000 4.789% Fixed-to-Floating Senior Notes due 2033 Issuer: KeyCorp Security Type: Senior Notes Aggregate Principal Amount Offered: $750,000,000 Settlement Date: May 23, 2022 (T+5) Maturity Date: June 1, 2033 Issue Price: 100.000% of princi |
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| May 17, 2022 |
Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-239044 TERM SHEET Dated May 16, 2022 KeyCorp Senior Medium-Term Notes, Series Q $600,000,000 3.878% Fixed-to-Floating Senior Notes due 2025 Issuer: KeyCorp Security Type: Senior Notes Aggregate Principal Amount Offered: $600,000,000 Settlement Date: May 23, 2022 (T+5) Maturity Date: May 23, 2025 Issue Price: 100.000% of princi |
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| May 16, 2022 |
SUBJECT TO COMPLETION, DATED MAY 16, 2022 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-239044 The information in this pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these securities, nor |
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| May 16, 2022 |
SUBJECT TO COMPLETION, DATED MAY 16, 2022 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239044 The information in this pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these securities, nor |
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| May 13, 2022 |
Submission of Matters to a Vote of Security Holders 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 12, 2022 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. Emplo |
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| May 4, 2022 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 KeyC |
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| May 4, 2022 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm May 4, 2022 The Board of Directors and Shareholders of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 21, 2022 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 3/31/2022 12/31/2021 3/31/2021 Assets Loans $ 106,600 $ 101,854 $ 100,926 Loans held for sale 1,170 2,729 2,296 Securities available for sale 43,681 45,364 33,923 Held-to-maturity securities 6,871 7,539 6,857 Trading account assets 848 701 811 Short-term investments 3,881 11,010 15,376 Other investments 722 639 621 Total earning assets |
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| April 21, 2022 |
KeyCorp First Quarter 2022 Earnings Review April 21, 2022 Don Kimble Vice Chairman and Chief Financial Officer Chris Gorman Chairman and Chief Executive Officer Forward-looking Statements and Additional Information This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp?s expectations or predictions of future financial or business performance or conditions. |
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| April 21, 2022 |
KEYCORP REPORTS FIRST QUARTER 2022 NET INCOME OF $420 MILLION, OR $.45 PER DILUTED COMMON SHARE Strong loan growth driven by consumer and commercial businesses Record loan originations from Laurel Road Net interest income reflects strong loan growth and liquidity deployment Noninterest income adversely impacted by market conditions late in the quarter Credit quality remains strong with net charge- |
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| April 21, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 21, 2022 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 N |
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| March 25, 2022 |
DEF 14A 1 d233047ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Us |
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| February 28, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 28, 2022 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. |
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| February 28, 2022 |
Exhibit 99.1 Key Overview Chris Gorman Chairman and Chief Executive Officer Forward-looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp?s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typicall |
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| February 22, 2022 |
EXHIBIT 10.8 CASH PERFORMANCE SHARES AWARD AGREEMENT KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2019 Equity Compensation Plan (the ?Plan?), this Cash Performance Shares Award Agreement (the ?Award Agreement?) and the attached Acceptance Agreement, an award of the target number of performance shares (?Performance Shares |
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| February 22, 2022 |
EXHIBIT 24 KEYCORP POWER OF ATTORNEY Each of the undersigned, an officer, a director, or both of KeyCorp, an Ohio corporation, hereby constitutes and appoints Donald R. |
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| February 22, 2022 |
Subsidiaries of the Registrant. EXHIBIT 21 KEYCORP SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2021 Subsidiaries(a) Jurisdiction of Incorporation or Organization Parent Company KeyBank National Association United States KeyCorp (a)Subsidiaries of KeyCorp other than KeyBank National Association are not listed above since, in the aggregate, they would not constitute a significant subsidiary. |
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| February 22, 2022 |
EX-22 6 key-123121xexx22.htm EX-22 EXHIBIT 22 SUBSIDIARY ISSUERS OF GUARANTEED SECURITIES KeyCorp has guaranteed the payment of certain amounts due with respect to the securities of its subsidiaries described below. Subsidiary Issuer Guaranteed Securities KeyCorp Capital I KeyCorp Capital I Floating Rate Capital Securities KeyCorp Capital II KeyCorp Capital II 6 7/8% Capital Securities KeyCorp Cap |
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| February 22, 2022 |
EXHIBIT 4.1 DESCRIPTION OF KEYCORP?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summarizes the terms and provisions of the securities of KeyCorp, an Ohio corporation (?KeyCorp?), registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following does not purport to be complete and is qualified |
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| February 22, 2022 |
EXHIBIT 10.17 RESTRICTED STOCK UNIT AWARD AGREEMENT KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2019 Equity Compensation Plan (the ?Plan?), this Restricted Stock Unit Award Agreement (the ?Award Agreement?) and the attached Acceptance Agreement, an award of the number of Restricted Stock Units (?Units? or ?Award?), on t |
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| February 22, 2022 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Commission file number: 1-11302 KeyCorp Exact name of registrant as specified in its charter: Ohio 34-6542451 State or other jurisdiction of incorporation or organization: |
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| February 11, 2022 |
KEY / KeyCorp / Capital International Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES 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) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 10, 2022 |
KEY / KeyCorp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: KeyCorp Title of Class of Securities: Common Stock CUSIP Number: 493267108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1 |
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| January 20, 2022 |
EX-99.3 4 a4q21erex993.htm EX-99.3 Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 12/31/2021 9/30/2021 12/31/2020 Assets Loans $ 101,854 $ 98,609 $ 101,185 Loans held for sale 2,729 1,805 1,583 Securities available for sale 45,364 40,594 27,556 Held-to-maturity securities 7,539 8,423 7,595 Trading account assets 701 902 735 Short-term investments 11,010 19,608 16,194 Other investme |
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| January 20, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 20, 2022 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 |
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| January 20, 2022 |
EX-99.1 2 a4q21earningsrelease.htm EX-99.1 KEYCORP REPORTS FOURTH QUARTER 2021 NET INCOME OF $601 MILLION, OR $.64 PER DILUTED COMMON SHARE Record revenue for the fourth quarter and full year Record pre-provision net revenue for the fourth quarter and full year Positive operating leverage for the fourth quarter and full year Strong credit quality: net charge-offs to average loans of 8 basis points |
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| January 20, 2022 |
KeyCorp Fourth Quarter 2021 Earnings Review January 20, 2022 Chris Gorman Chairman and Chief Executive Officer Don Kimble Vice Chairman and Chief Financial Officer FORWARD-LOOKING STATEMENTS AND ADDITIONAL INFORMATION This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp?s expectations or predictions of future financial or business performance or conditions. |
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| December 13, 2021 |
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): December 10, 2021 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. |
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| November 2, 2021 |
Acknowledgment of Independent Registered Public Accounting Firm. EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm November 2, 2021 The Board of Directors and Shareholders of KeyCorp We are aware of the incorporation by reference in the following Registration Statements (including all amendments thereto) of KeyCorp: Form S-3 No. |
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| November 2, 2021 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11302 |
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| October 21, 2021 |
KEYCORP REPORTS THIRD QUARTER 2021 NET INCOME OF $616 MILLION, OR $.65 PER DILUTED COMMON SHARE Positive operating leverage compared to the year-ago period Record third quarter revenue, up 8% from the year-ago period Record third quarter noninterest income, up 17% from the year-ago period Strong credit quality: net charge-offs to average loans of 11 basis points Entered into accelerated share repu |
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| October 21, 2021 |
Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 9/30/2021 6/30/2021 9/30/2020 Assets Loans $ 98,609 $ 100,730 $ 103,081 Loans held for sale 1,805 1,537 1,724 Securities available for sale 40,594 34,638 26,895 Held-to-maturity securities 8,423 6,175 8,384 Trading account assets 902 851 733 Short-term investments 19,608 20,460 14,148 Other investments 607 635 620 Total earning assets |
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| October 21, 2021 |
KeyCorp Third Quarter 2021 Earnings Review October 21, 2021 Chris Gorman Chairman and Chief Executive Officer Don Kimble Vice Chairman and Chief Financial Officer FORWARD-LOOKING STATEMENTS AND ADDITIONAL INFORMATION This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp?s expectations or predictions of future financial or business performance or conditions. |
