8-K

Date: June 10, 2026

/s/ Andrea R. McCarthy

By: Andrea R. McCarthy

Assistant Secretary

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, 2026

LOGO

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. Employer

Identification No.)

127 Public Square

Cleveland, Ohio 44114-1306

(Address of principal executive offices and zip code)

(216) 689-6300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $1 par value	KEY	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)	KEY PrI	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)	KEY PrJ	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)	KEY PrK	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series H)	KEY PrL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On June 10, 2026, KeyCorp (the “Company”) updated its Medium-Term Note Program, under which the Company may issue from time to time Senior Medium-Term Notes, Series U (the “Series U Notes”), and Subordinated Medium-Term Notes, Series V (the “Series V Notes,” and together with the Series U Notes, the “Notes”). The Series U Notes will be issued pursuant to the Indenture dated as of June 10, 1994, as amended by a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental Indenture dated as of November 13, 2013, and a Third Supplemental Indenture dated as of May 23, 2022 (as so amended, the “Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) (“Deutsche Bank”), as Senior Note Trustee, and the Officers’ Certificate and Company Order dated as of June 10, 2026, pursuant to Sections 201, 301 and 303 of the Senior Indenture. The Series V Notes will be issued pursuant to the Indenture dated as of June 10, 1994, as amended by a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental Indenture dated as of November 13, 2013, and a Third Supplemental Indenture dated as of June 16, 2023 (as so amended, the “Subordinated Indenture”) between the Company and Deutsche Bank, as Subordinated Note Trustee, and the Officers’ Certificate and Company Order dated June 10, 2026, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3, File No. 333-296536, filed on June 5, 2026.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


1.1		Distribution Agreement dated June 10, 2026 between the Company and the Agents named therein.

4.1		Officers’ Certificate and Company Order dated June 10, 2026, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture (excluding exhibits thereto).

4.2		Officers’ Certificate and Company Order dated June 10, 2026, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture (excluding exhibits thereto).

4.3		Specimen of Notes:

		(a) Series U Fixed Rate Note;

		(b) Series U Floating Rate Note;

		(c) Series U Fixed Rate Reset Note;

		(d) Series U Fixed Rate/Floating Rate Note;

		(e) Series U Master Global Note;

		(f) Series V Fixed Rate Note;

		(g) Series V Floating Rate Note;

		(h) Series V Fixed Rate Reset Note;

		(i) Series V Fixed Rate/Floating Rate Note; and

		(j) Series V Master Global Note.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by KeyCorp