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 23, 2025
KeyCorp
(Exact name of registrant as specified in charter)
| Ohio | 001-11302 | 34-6542451 | ||
| State or other jurisdiction of incorporation or organization: | Commission File Number | I.R.S. Employer Identification Number: |
| 127 Public Square, Cleveland, Ohio | 44114-1306 | |
| Address of principal executive offices: | Zip code: |
(216) 689-3000
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading | Name of each exchange | ||
| Common Shares, $1 par value | KEY | New York Stock Exchange | ||
| Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E) | KEY PrI | New York Stock Exchange | ||
| Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F) | KEY PrJ | New York Stock Exchange | ||
| Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G) | KEY PrK | New York Stock Exchange | ||
| Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H) | KEY PrL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On December 23, 2025, KeyCorp (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3 (No. 333-272573) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the registration of 161,968,762 common shares, par value $1.00 per share, of the Company that were issued to The Bank of Nova Scotia (“BNS”) pursuant to the Investment Agreement, dated as of August 12, 2024, by and between the Company and BNS. Pursuant to the terms of the Investment Agreement, the Company was required to file this prospectus supplement no later than December 27, 2025.
In connection with the filing of the prospectus supplement, the Company is filing a legal opinion as Exhibit No. 5.1 to this Current Report on Form 8-K, which is incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description of Exhibit | |
| 5.1 | Opinion of Squire Patton Boggs (US) LLP. | |
| 23.1 | Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KEYCORP | ||||||
| (Registrant) | ||||||
| Date: December 23, 2025 | ||||||
| /s/ Andrea R. McCarthy | ||||||
| Name: | Andrea R. McCarthy | |||||
| Title: | Assistant Secretary | |||||