KEY / KeyCorp - SEC-Einreichungen, Jahresbericht, Proxy Statement

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 03, 2026 (Exact name of regi

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 03, 2026 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

Page Number Introduction 6 Corporate strategy 6 Executive overview 7 Results of Operations 8 Earnings overview 8 Net interest income 8 Provision for credit losses 11 Noninterest income 11 Noninterest expense 13 Income taxes 14 Business Segment Result

Table of contents Exhibit 99.1 Explanatory Note KeyCorp (“KeyCorp,” “we,” “our,” “us,” or the “Company”) is filing this Current Report on Form 8-K (this “Form 8-K”) solely to recast certain segment financial information and related disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the

KeyCorp Investor Meetings: Europe June 2026 Brian Mauney Director of Investor Relations Chris Gorman Chairman & Chief Executive Officer Strong Foundation ▪ Sticky, granular client deposit base ▪ Leading capital and liquidity positions among our peers

europejune2026presentati KeyCorp Investor Meetings: Europe June 2026 Brian Mauney Director of Investor Relations Chris Gorman Chairman & Chief Executive Officer Strong Foundation ▪ Sticky, granular client deposit base ▪ Leading capital and liquidity positions among our peers ▪ Diversified, fee-based business mix ▪ Risk management excellence: ‒ 10-year average(1) NCO ratio of 30 bps ▪ Highly engage

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 29, 2026 (Exact name of regis

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 29, 2026 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

KEYCORP 2026 EQUITY COMPENSATION PLAN

KEYCORP 2026 EQUITY COMPENSATION PLAN 1.Establishment, Purpose, Duration. (a)Establishment. KeyCorp (the “Corporation”) establishes this KeyCorp 2026 Equity Compensation Plan (the “Plan”), effective as of May 14, 2026 (the “Effective Date”), subject to the approval of the Plan by the stockholders of the Corporation at the 2026 Annual Meeting of Stockholders held on the Effective Date. Definitions

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2026 (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2026 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

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 KEYCORP /NEW/ 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 1 Equity Common Shares, par value $1.

As filed with the Securities and Exchange Commission on May 14, 2026

S-8 POS As filed with the Securities and Exchange Commission on May 14, 2026 Registration No.

As filed with the Securities and Exchange Commission on May 14, 2026

S-8 POS As filed with the Securities and Exchange Commission on May 14, 2026 Registration No.

As filed with the Securities and Exchange Commission on May 14, 2026

S-8 As filed with the Securities and Exchange Commission on May 14, 2026 Registration No.

KEYCORP POWER OF ATTORNEY

EX-24.1 Exhibit 24.1 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 the following: (i) a regis

Acknowledgment of Independent Registered Public Accounting Firm

EX-15.1 Exhibit 15.1 Acknowledgment of Independent Registered Public Accounting Firm May 14, 2026 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-188703), Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-231689), an

Acknowledgment of Independent Registered Public Accounting Firm

EX-15.1 Exhibit 15.1 Acknowledgment of Independent Registered Public Accounting Firm May 14, 2026 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-188703), Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-231689), an

Acknowledgment of Independent Registered Public Accounting Firm

EX-15.1 Exhibit 15.1 Acknowledgment of Independent Registered Public Accounting Firm May 14, 2026 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 24,000,000 common shares issuable under the KeyCorp 2026 Equity Compensation Plan of our report dated May 5, 2026 relating to

RESTRICTED SHARE UNIT AWARD AGREEMENT

RESTRICTED SHARE UNIT AWARD AGREEMENT KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2026 Equity Compensation Plan (the “Plan”), this Restricted Share Unit Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the number of Restricted Share Units (“Units” or “Award”), on the Date of Grant, each as set forth below.

As filed with the Securities and Exchange Commission on May 14, 2026

S-8 POS As filed with the Securities and Exchange Commission on May 14, 2026 Registration No.

KEYCORP POWER OF ATTORNEY

EX-24.1 Exhibit 24.1 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 the following: (i) a regis

KEYCORP POWER OF ATTORNEY

EX-24.1 Exhibit 24.1 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 the following: (i) a regis

Acknowledgment of Independent Registered Public Accounting Firm

EX-15.1 Exhibit 15.1 Acknowledgment of Independent Registered Public Accounting Firm May 14, 2026 To the Shareholders and Board of Directors of KeyCorp We are aware of the incorporation by reference in the Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-188703), Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-231689), an

KEYCORP DECLARES QUARTERLY CASH DIVIDEND ON COMMON SHARES AND PREFERRED STOCKS AND ANNOUNCES NEW SHARE REPURCHASE PROGRAM

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE KEYCORP DECLARES QUARTERLY CASH DIVIDEND ON COMMON SHARES AND PREFERRED STOCKS AND ANNOUNCES NEW SHARE REPURCHASE PROGRAM CLEVELAND, May 13, 2026 – KeyCorp (NYSE: KEY) announced today that its Board of Directors declared the following dividends for the second quarter of 2026: •A cash dividend of $0.205 per share on the corporation’s outstanding common shares

KEYCORP POWER OF ATTORNEY

EX-24.1 Exhibit 24.1 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 the following: (i) a regis

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, 2026 ☐ TRANSITION REPORT PURSUANT TO S

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, 2026 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

Acknowledgment of Independent Registered Public Accounting Firm

EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm May 5, 2026 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.

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 16, 2026 (Exact name of reg

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 16, 2026 KeyCorp (Exact name of registrant as specified in its charter) Ohio 001-11302 34-6542451 State or other jurisdiction of incorporation or organization: Commission File N

KEYCORP REPORTS FIRST QUARTER 2026 NET INCOME OF $486 MILLION, OR $0.44 PER DILUTED COMMON SHARE INCREASING 33% YEAR-OVER-YEAR Revenue of $1.95 billion, up 10% year-over-year, with noninterest income up 8% Net interest income up 11% year-over-year an

KEYCORP REPORTS FIRST QUARTER 2026 NET INCOME OF $486 MILLION, OR $0.44 PER DILUTED COMMON SHARE INCREASING 33% YEAR-OVER-YEAR Revenue of $1.95 billion, up 10% year-over-year, with noninterest income up 8% Net interest income up 11% year-over-year and 1% quarter-over-quarter despite seasonality impact; net interest margin of 2.87% increased 5 bps sequentially Period-end loans up $2.6 billion quart

KeyCorp First Quarter 2026 Earnings Review April 16, 2026 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer 10.0% Marked CET1 ratio(3),(4) 1Q26 Results +12% Collective growth of priority fee-based businesses YoY(1

a1q26confcallslidesvf KeyCorp First Quarter 2026 Earnings Review April 16, 2026 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer 10.

Consolidated Balance Sheets (dollars in millions) 3/31/2026 12/31/2025 3/31/2025 Assets Loans $ 109,190 $ 106,541 $ 104,809 Loans held for sale 876 1,077 811 Securities available for sale 38,918 39,596 40,751 Held-to-maturity securities 9,116 8,622 7

Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 3/31/2026 12/31/2025 3/31/2025 Assets Loans $ 109,190 $ 106,541 $ 104,809 Loans held for sale 876 1,077 811 Securities available for sale 38,918 39,596 40,751 Held-to-maturity securities 9,116 8,622 7,160 Trading account assets 783 1,061 1,296 Short-term investments 11,782 10,163 15,349 Other investments 1,204 949 1,050 Total earning a

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

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

ARS

KeyCorp Annual Report 2 0 2 5To help our clients, colleagues, and communities thrive.

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

DEFA14A 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))

General Release of Claims

Exhibit 10.1 February 24, 2026 Personal and Confidential Amy G. Brady [***] [***] Dear Amy: This Transition Letter (“Transition Letter”) confirms our discussions concerning your separation 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 Transition Letter in con

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 24, 2026 (Exact name of

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 24, 2026 KeyCorp (Exact name of registrant as specified in charter) Ohio 001-11302 34-6542451 State or other jurisdiction of incorporation or organization: Commission File Nu

CASH PERFORMANCE SHARES AWARD AGREEMENT

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 (“Performance Shares” or “Award”), on the Date of Grant, each as set forth below.

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.

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, 2025 Commission file number: 1-11302 Exact n

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, 2025 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:

RESTRICTED STOCK UNIT AWARD AGREEMENT

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 (“Units” or “Award”), on the Date of Grant, each as set forth below.

STOCK OPTION AWARD AGREEMENT

STOCK OPTION 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 Stock Option Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an option to purchase the number of Common Shares set forth below (rounded down to the nearest whole Common Share) (“Options” or “Award”) at the exercise price per share set forth below (the “Exercise Price”).

FOURTH AMENDED AND RESTATED REGULATIONS OF KEYCORP (Effective September 21, 2023) ARTICLE I SHAREHOLDERS

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

KEYCORP POWER OF ATTORNEY

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.

KEYCORP SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2025 Subsidiaries(a) Jurisdiction of Incorporation or Organization Parent Company KeyBank National Association United States KeyCorp

EXHIBIT 21 KEYCORP SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2025 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.

This Policy provides guidelines with respect to transactions in the securities of Key and the companies with which Key does business. Key has adopted this Policy to promote compliance with federal, state, and foreign securities laws that prohibit per

EXHIBIT 19 1.Purpose This Policy provides guidelines with respect to transactions in the securities of Key and the companies with which Key does business. Key has adopted this Policy to promote compliance with federal, state, and foreign securities laws that prohibit persons who are aware of MNPI (as defined in Section 3.1.1) about a company from: (i) trading in securities of that company; or (ii)

DESCRIPTION OF KEYCORP’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

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

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 09, 2026 (Exact name of

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 09, 2026 KeyCorp (Exact name of registrant as specified in charter) Ohio 001-11302 34-6542451 State or other jurisdiction of incorporation or organization: Commission File Nu

KeyCorp UBS Financial Services Conference February 9, 2026 Ken Gavrity Head of the Commercial Bank Commercial Bank (1) Source: BCG Global Payments Report 2025; (2) FY2022 - FY2025 • ~5K customers across 30 markets • Serving clients $10MM - $1B revenu

ubsconferencepresentatio KeyCorp UBS Financial Services Conference February 9, 2026 Ken Gavrity Head of the Commercial Bank Commercial Bank (1) Source: BCG Global Payments Report 2025; (2) FY2022 - FY2025 • ~5K customers across 30 markets • Serving clients $10MM - $1B revenue • Total addressable market: 200K+ U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2026 KeyCorp (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2026 KeyCorp (Exact name of registrant as specified in charter) 001-11302 (Commission File Number) Ohio 34-6542451 (State or other jurisdiction of incorporation) (I.R.S. E

Security Type

Calculation of Filing Fee Tables S-3 KEYCORP /NEW/ Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable 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 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 1 Debt 5.

Senior Medium-Term Notes, Series S 5.305% Fixed-to-Floating Rate Senior Notes due January 28, 2037

424B5 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 5.305% Fixed-to-Floating Rate Senior Notes due January 28, 2037 This pricing supplement describes the series of our fixed-to-floating rate senior notes that will be is

SUBJECT TO COMPLETION, DATED JANUARY 21, 2026

424B5 Table of Contents The information in this pricing supplement is not complete and may be changed.

TERM SHEET Dated January 21, 2026 Senior Medium-Term Notes, Series S 5.305% Fixed-to-Floating Senior Notes due 2037 Issuer: KeyCorp Security Type: Senior Notes Aggregate Principal Amount Offered: $750,000,000 Settlement Date*: January 28, 2026 (T+5)

FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333- 272573 TERM SHEET Dated January 21, 2026 KeyCorp Senior Medium-Term Notes, Series S $750,000,000 5.305% Fixed-to-Floating Senior Notes due 2037 Issuer: KeyCorp Security Type: Senior Notes Aggregate Principal Amount Offered: $750,000,000 Settlement Date*: January 28, 2026 (T+5) Maturity Date: January 28, 2037 Issue Price:

KEYCORP REPORTS FOURTH QUARTER 2025 NET INCOME OF $474 MILLION, OR $.43 PER DILUTED COMMON SHARE Revenue of $2.0 billion; Record full year revenue of $7.5 billion, up 16% year-over-year adjusted for selected items(a),(b) Pre-provision net revenue(b)

KEYCORP REPORTS FOURTH QUARTER 2025 NET INCOME OF $474 MILLION, OR $.43 PER DILUTED COMMON SHARE Revenue of $2.0 billion; Record full year revenue of $7.5 billion, up 16% year-over-year adjusted for selected items(a),(b) Pre-provision net revenue(b) increased $46 million quarter-over-quarter; Full year pre-provision net revenue increased 44% year-over-year adjusted for selected items(a),(b) Net in

KeyCorp Board of Directors Update Antonio DeSpirito and Christopher Henson to be nominated for election at 2026 Annual Meeting Todd Vasos appointed Lead Independent Director Carlton Highsmith and Ruth Ann Gillis to retire at 2026 Annual Meeting

Exhibit 99.4 KeyCorp Board of Directors Update Antonio DeSpirito and Christopher Henson to be nominated for election at 2026 Annual Meeting Todd Vasos appointed Lead Independent Director Carlton Highsmith and Ruth Ann Gillis to retire at 2026 Annual Meeting CLEVELAND — January 20, 2026 /PRNewswire/ — KeyCorp (NYSE: KEY) today announced several changes to its Board of Directors, reaffirming the Boa

Consolidated Balance Sheets (dollars in millions) 12/31/2025 9/30/2025 12/31/2024 Assets Loans $ 106,541 $ 105,902 $ 104,260 Loans held for sale 1,077 998 797 Securities available for sale 39,596 40,456 37,707 Held-to-maturity securities 8,622 7,509

Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 12/31/2025 9/30/2025 12/31/2024 Assets Loans $ 106,541 $ 105,902 $ 104,260 Loans held for sale 1,077 998 797 Securities available for sale 39,596 40,456 37,707 Held-to-maturity securities 8,622 7,509 7,395 Trading account assets 1,061 972 1,283 Short-term investments 10,163 13,334 17,504 Other investments 949 921 1,041 Total earning as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2026 (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2026 KeyCorp (Exact name of registrant as specified in its charter) Ohio 001-11302 34-6542451 State or other jurisdiction of incorporation or organization: Commission File

KeyCorp Fourth Quarter 2025 Earnings Review January 20, 2026 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer 8 out of 14 new Directors over the past 6 years(5) +26% 2025 total shareholder return, #2 rank amongst

a4q25confcallslidesvfina KeyCorp Fourth Quarter 2025 Earnings Review January 20, 2026 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer 8 out of 14 new Directors over the past 6 years(5) +26% 2025 total shareholder return, #2 rank amongst peers(2) ROTCE targets with limited execution risk $1.

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 13, 2026 (Exact name of r

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 13, 2026 KeyCorp (Exact name of registrant as specified in charter) Ohio 001-11302 34-6542451 State or other jurisdiction of incorporation or organization: Commission File Num

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

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 Nu

Security Type

Calculation of Filing Fee Tables S-3 KEYCORP /NEW/ Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable 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 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 1 Equity Common Shares, par value $1.

Common Shares

424B7 Table of Contents Filed Pursuant to 424(b)(7) Registration No. 333-272573 Prospectus Supplement (To Prospectus dated June 9, 2023) Common Shares This prospectus supplement supplements our prospectus dated June 9, 2023 and registers the resale of an aggregate of 161,968,762 of our common shares, par value $1.00 per share (the “common shares”), issued to the selling shareholder named herein (t

KeyCorp Goldman Sachs 2025 U.S. Financial Services Conference December 9, 2025 Chris Gorman Chairman and Chief Executive Officer This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act

key-2025goldmansachsconf KeyCorp Goldman Sachs 2025 U.S. Financial Services Conference December 9, 2025 Chris Gorman Chairman and Chief Executive Officer 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

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 9, 2025 (Exact name of r

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 9, 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

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 25, 2025 (Exact name of

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 25, 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 Fil

KEYBANK NATIONAL ASSOCIATION ANNOUNCES REDEMPTION OF SENIOR BANK NOTES DUE JANUARY 26, 2026

KEYBANK NATIONAL ASSOCIATION ANNOUNCES REDEMPTION OF SENIOR BANK NOTES DUE JANUARY 26, 2026 CLEVELAND, November 25, 2025 /PRNewswire/ - KeyCorp (NYSE:KEY) announced that its subsidiary, KeyBank National Association (the “Bank”), delivered a redemption notice to Deutsche Bank Trust Company Americas, as fiscal and paying agent, to redeem on December 29, 2025 (the “Redemption Date”) all of the Bank’s outstanding 4.

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 5, 2025 (Exact name of r

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 5, 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

KeyCorp BancAnalysts Association of Boston Conference November 6, 2025 Victor Alexander Head of the Consumer Bank Strong Consumer Banking Foundation 2 Retail footprint ~2MM+ Households ~250k+ Business Clients ~$80Bn Total Deposits Retail & Business B

baabpresentation-consume KeyCorp BancAnalysts Association of Boston Conference November 6, 2025 Victor Alexander Head of the Consumer Bank Strong Consumer Banking Foundation 2 Retail footprint ~2MM+ Households ~250k+ Business Clients ~$80Bn Total Deposits Retail & Business Banking ~150k+ Clients $68Bn AUM ~$8Bn Total Deposits Wealth Management Dense Eastern Markets High Growth Western Markets ~2x higher population growth(1), with younger demographics Median household income grew 7%(1) faster Large wealth density, making up >75% of AUM Note: Metrics are as of 3Q25; Economic metrics from CapIQ (1) Growth is calculated from 2019 to 2025 in Key’s state footprint and compared to total U.

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, 2025 ☐ TRANSITION REPORT PURSUANT

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, 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

Acknowledgment of Independent Registered Public Accounting Firm

EXHIBIT 15 Acknowledgment of Independent Registered Public Accounting Firm November 4, 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.

KeyCorp Third Quarter 2025 Earnings Review October 16, 2025 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer 3Q25 Results +8% Noninterest Income Growth YoY(1) $68Bn Assets Under Management(2), up 11% YoY Differen

a3q25confcallslidesvf KeyCorp Third Quarter 2025 Earnings Review October 16, 2025 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer 3Q25 Results +8% Noninterest Income Growth YoY(1) $68Bn Assets Under Management(2), up 11% YoY Differentiated Fee Businesses Focused on Targeted Scale +2% Client Deposits YoY and Net New Relationship Household Growth(3) Strong Client Growth and Relationship Depth Balance Sheet Management from a Position of Strength Risk Management Excellence 63bps NPAs / Loans + OREO 42bps NCOs / Average Loans 2 (1) Reflects comparison of adjusted metrics.

Consolidated Balance Sheets (dollars in millions) 9/30/2025 6/30/2025 9/30/2024 Assets Loans $ 105,902 $ 106,389 $ 105,346 Loans held for sale 998 530 1,058 Securities available for sale 40,456 40,669 34,169 Held-to-maturity securities 7,509 6,914 7,

Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 9/30/2025 6/30/2025 9/30/2024 Assets Loans $ 105,902 $ 106,389 $ 105,346 Loans held for sale 998 530 1,058 Securities available for sale 40,456 40,669 34,169 Held-to-maturity securities 7,509 6,914 7,702 Trading account assets 972 1,374 1,404 Short-term investments 13,334 11,564 22,796 Other investments 921 1,058 1,117 Total earning as

KEYCORP REPORTS THIRD QUARTER 2025 NET INCOME OF $454 MILLION, OR $.41 PER DILUTED COMMON SHARE Revenue of $1.9 billion, up 17% year-over-year adjusted for last year's securities portfolio repositioning(a); Positive operating leverage on both a total

KEYCORP REPORTS THIRD QUARTER 2025 NET INCOME OF $454 MILLION, OR $.41 PER DILUTED COMMON SHARE Revenue of $1.9 billion, up 17% year-over-year adjusted for last year's securities portfolio repositioning(a); Positive operating leverage on both a total and adjusted fee(a) basis year-over-year Net interest income increased 4% quarter-over-quarter, and net interest margin of 2.75% increased 9 bps Aver

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 16, 2025 (Exact name of r

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 16, 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

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 26, 2025 (Exact name of

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 26, 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 Fi

KeyCorp Investor Meetings: Europe September 2025 Brian Mauney Director of Investor Relations Chris Gorman Chairman & Chief Executive Officer Tim Schmidt Corporate Treasurer Strong Foundation ▪ Sticky, granular client deposit base ▪ Leading capital an

europeseptember2025prese KeyCorp Investor Meetings: Europe September 2025 Brian Mauney Director of Investor Relations Chris Gorman Chairman & Chief Executive Officer Tim Schmidt Corporate Treasurer Strong Foundation ▪ Sticky, granular client deposit base ▪ Leading capital and liquidity positions among our peers ▪ Risk management excellence: ‒ Low-to-moderate risk profile ‒ 10-year average(1) NCO r

144

144 0001669883 XXXXXXXX LIVE 0000091576 KEYCORP /NEW/ 001-11302 127 PUBLIC SQ CLEVELAND OH 44114-1306 2166896300 Paine Andrew J III Officer Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 44955 867143.

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 ☐ TRANSITION REPORT PURSUANT TO SE

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

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.

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 Bu

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.

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

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

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 7,96

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

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 (Exact name of regi

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

Financial statements and supplemental schedule of the KeyCorp 401(k) Savings Plan for the fiscal year ended December 31, 2024, prepared in accordance with the financial reporting requirements of ERISA.

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

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

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 custom

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

Regulation FD Disclosure

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

Current Report

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

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. __)

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

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.

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 ☐ TRANSITION REPORT PURSUANT TO S

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

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)

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.

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

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

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

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 8,2

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

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

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

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

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

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

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.

Current Report

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

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

Calculation of Filing Fee Tables (Form Type) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

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.

TERM SHEET Dated February 25, 2025 Senior Medium-Term Notes, Series S 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) Ma

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%

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

Subsidiary Issuers of Guaranteed Securities, filed as Exhibit 22 to Form 10-K for the year ended December 31, 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.

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

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.

Description of KeyCorp’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

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

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.

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 Exact n

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:

Form of Restricted Stock Unit Award Agreement (New Hire/Retention) under KeyCorp Amended and Restated 2019 Equity Compensation Plan.

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

Form of Restricted Stock Unit Award Agreement under KeyCorp Amended and Restated 2019 Equity Compensation Plan.

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

Power of Attorney.

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.

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

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/

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;

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

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

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

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% y

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

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

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): 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.

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

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%

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

Current Report

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.

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 ☐ TRANSITION REPORT PURSUANT

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

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.

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

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,

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

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 r

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.

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 fro

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

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

Current Report

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.

Current Report

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

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

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 na

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

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

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 cond

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

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 capaci

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

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 na

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

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 ☐ TRANSITION REPORT PURSUANT TO SE

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

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.

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,

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

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

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 expe

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

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

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

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

Financial statements and supplemental schedule of the KeyCorp 401(k) Savings Plan for the fiscal year ended December 31, 2023, prepared in accordance with the financial reporting requirements of ERISA.

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

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 o

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

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 ☐ TRANSITION REPORT PURSUANT TO S

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

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.

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 refle

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.

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 (Exact name of reg

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

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

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

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

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

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

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

ARS

ANNUAL2023 REPORTWell positioned for the future Chris Gorman, KeyCorp Chairman and CEO Looking ahead, I am confident that our strong foundation, talented team, and targeted relationship strategy will propel sound, profitable growth for the benefit of every stakeholder we serve.

Current Report

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

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

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.

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

Calculation of Filing Fee Tables (Form Type) (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 Uni

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.

TERM SHEET Dated February 26, 2024 Senior Medium-Term Notes, Series S 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+

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

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

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.

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

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

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.

Power of Attorney.

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.

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

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 Exact n

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:

Description of KeyCorp’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

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

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

Subsidiary Issuers of Guaranteed Securities, filed as Exhibit 22 to Form 10-K for the year ended December 31, 2023. ^

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.

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

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

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

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

KEY / KeyCorp / STATE STREET CORP Passive Investment

SC 13G/A 1 KeyCorp.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING KEYCORP (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 493267108 (CUSIP NUMBER) 12/31/2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCH

KEY / KeyCorp / BlackRock Inc. Passive Investment

SC 13G/A 1 us4932671088012424.txt us4932671088012424.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 11) KEYCORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 493267108 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

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, efficien

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

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 stat

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.

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,

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

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 (Exact name of r

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

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 predictio

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

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 n

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

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 n

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

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.

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

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 ☐ TRANSITION REPORT PURSUANT

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

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 state

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.

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

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

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

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 F

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

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

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

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.

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.

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 ☐ TRANSITION REPORT PURSUANT TO SE

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

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 loa

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

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 stateme

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.

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

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 9,56

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

KEY / Keycorp / BlackRock Inc. Passive Investment

us4932671088070723.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 10) KEYCORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 493267108 - (CUSIP Number) June 30, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Financial statements and supplemental schedule of the KeyCorp 401(k) Savings Plan for the fiscal year ended December 31, 202

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

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

Officers’ Certificate and Company Order dated June 16, 2023, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture (excluding exhibits thereto).

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

Officers’ Certificate and Company Order dated June 16, 2023, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture (excluding exhibits thereto).

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

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

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

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

(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

(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

(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

Third Supplemental Indenture, dated as of June 16, 2023, between KeyCorp and Deutsche Bank relating to unsecured and subordinated securities.

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

(a)   Series S Fixed Rate Note;

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

Senior Medium-Term Notes, Series S Subordinated Medium-Term Notes, Series T Due 9 Months or More from Date of Issue

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

(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

(d)   Series T Fixed Rate Note;

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

Form T-1 Statement of Eligibility of Deutsche Bank Trust Company Americas to act as Senior Trustee under the Senior Indenture.

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

Filing Fee Table.

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.

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.

Power of Attorney.

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

Consent of Ernst & Young LLP.

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

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

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

Form T-1 Statement of Eligibility of Deutsche Bank Trust Company Americas to act as Subordinated Trustee under the Subordinated Indenture.

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

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

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

Power of Attorney.

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

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.

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.

Filing Fee Table.

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

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

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.

Form 10-Q

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

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 con

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.

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

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

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

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

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

ARS

2022 Annual ReportKey’s purpose is to help our clients, our colleagues, and our communities thrive.

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)

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 nam

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

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

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

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 cond

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

Form 10-K

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:

Amendment to the KeyCorp Deferred Savings Plan (effective January 1, 2023), filed as Exhibit 10.37 to Form 10-K for the year ended December 31, 2022.*

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”

Amendment to the KeyCorp Deferred Savings Plan (effective January 1, 2023), filed as Exhibit 10.38 to Form 10-K for the year ended December 31, 2022.*

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

Amended and Restated KeyCorp Second Deferred Savings Plan (effective January 1, 2023), filed as Exhibit 10.40 to Form 10-K for the year ended December 31, 2022.*

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

Exhibit 4.1

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

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.

Form of Stock-settling Performance Shares Award Agreement (2023-2025), filed as Exhibit 10.7 to Form 10-K for the year ended December 31, 2022.*

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

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.

Power of Attorney.

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.

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

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

KEY / KeyCorp / STATE STREET CORP Passive Investment

SC 13G/A 1 KeyCorp.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING KEYCORP (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 493267108 (CUSIP NUMBER) 12/31/2022 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCH

KEY / KeyCorp / BlackRock Inc. Passive Investment

us4932671088020723.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 9) KEYCORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 493267108 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this