Every material Form 8-K KeyCorp has filed with the SEC since April 18, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
KeyCorp issued $1,000,000,000 of 5.889% Fixed-to-Floating Rate Senior Medium Term Notes, Series U, due November 2, 2032, on November 2, 2026, under a registration statement on Form S-3. The filing is a routine debt issuance and includes a legal opinion from Squire Patton Boggs (US) LLP on the validity of the notes.
Principal amount: $1,000,000,000 in senior medium term notes, Series U
Interest: 5.889% fixed-to-floating rate; maturity date November 2, 2032
Issued under Form S-3 registration statement (File No. 333-296536)
Legal opinion from Squire Patton Boggs (US) LLP filed as Exhibit 5.1
KeyCorp reported third quarter 2026 net income from continuing operations attributable to common shareholders of $537 million, or $0.51 per diluted share, up from $454 million, or $0.41, in the third quarter of 2025. Total revenue reached $2.04 billion, up 8% year over year, and net loan charge-offs fell to $89 million from $114 million a year earlier. The company also repurchased $320 million of common shares during the quarter, which supports per-share earnings for shareholders.
Net income of $537 million, or $0.51 per diluted share, versus $472 million, or $0.44, in the second quarter of 2026
Total revenue of $2.04 billion, up 8.4% year over year; net interest margin of 2.95%
Share repurchases of $320 million in the quarter; Common Equity Tier 1 ratio of 11.1% at September 30, 2026 (estimated)
Nonperforming loans of $618 million at September 30, 2026, down from $809 million at June 30, 2026
KeyCorp reported second-quarter 2026 net income from continuing operations of $472 million, or $0.44 per diluted share, up from $387 million and $0.35 a year earlier but down from $486 million in the first quarter. Revenue rose 7% year over year to $1.96 billion, and the company repurchased $341 million of common shares during the quarter.
Net income of $472 million, or $0.44 per diluted share, versus $387 million, or $0.35, in the second quarter of 2025; first-quarter 2026 net income was $486 million, or $0.44 per diluted share
Total revenue of $1.96 billion, up 6.7% from the second quarter of 2025; net interest margin of 2.89%
Repurchased $341 million of common shares; Common Equity Tier 1 ratio of 11.2% at June 30, 2026, which the company describes as estimated
Nonperforming loans rose to $809 million at June 30, 2026, from $696 million a year earlier
KeyCorp shareholders elected all 14 nominated directors and approved the 2026 Equity Compensation Plan at the May 14, 2026 annual meeting. The company also announced a new share repurchase program of up to $3.0 billion of common shares, which replaces a $1.0 billion authorization that had about $280 million remaining. For shareholders, the buyback is the most significant item, while the new plan raises the annual compensation limit for non-employee directors to $750,000 from $500,000.
All 14 director nominees were elected at the May 14, 2026 annual meeting.
The 2026 Equity Compensation Plan was approved; it raises the non-employee director annual limit from $500,000 to $750,000.
New repurchase authorization of up to $3.0 billion of common shares replaces the $1.0 billion program, which had about $280 million remaining.
Quarterly common dividend of $0.205 per share is payable June 15, 2026, to holders of record on June 2, 2026.
KeyCorp reported first-quarter 2026 net income from continuing operations attributable to common shareholders of $486 million, or $0.44 per diluted share, up from $370 million, or $0.33, a year earlier. Total revenue rose 10.2% year over year to $1.95 billion, but fell 2.6% from the fourth quarter of 2025. The bank also repurchased $389 million of common shares during the quarter, reducing shares outstanding.
Net income $486 million ($0.44 per diluted share) for Q1 2026, versus $370 million ($0.33) in Q1 2025 and $474 million ($0.43) in Q4 2025
Total revenue (taxable-equivalent) of $1.95 billion, up 10.2% year over year and down 2.6% from Q4 2025
Repurchased $389 million of common shares; estimated Common Equity Tier 1 ratio of 11.4% at March 31, 2026, versus 11.8% at December 31, 2025
Net loan charge-offs of $101 million (0.38% of average total loans), down from $110 million a year earlier
KeyCorp said its Chief Information Officer, Amy G. Brady, will resign effective March 2, 2026, citing personal health considerations. Under a transition letter, she will remain a non-executive employee through May 31, 2026 to help hand off her duties, and she will receive salary continuation, benefits, and a 2026 incentive award eligibility, subject to a general release of claims.
Amy G. Brady informed KeyCorp of her resignation as CIO on February 24, 2026, effective March 2, 2026.
Brady stays employed as a non-executive employee through the Termination Date of May 31, 2026, to assist the transition.
She will get salary continuation and health and welfare benefits for one year after the Termination Date, conditioned on a general release.
She remains eligible for a 2026 incentive award and continues to vest in a Capital and Earnings Improvement Award granted December 30, 2024.
KeyCorp reported fourth-quarter 2025 net income of $474 million, or $0.43 per diluted share, up from $454 million, or $0.41, in the third quarter, and full-year revenue of $7.5 billion, a record that rose 16% year-over-year adjusted for selected items. The company repurchased $200 million of common shares in the quarter and announced board changes, including two director retirements, two director nominees and a new lead independent director. The results and capital return support per-share earnings for shareholders, while the board changes affect governance rather than operations.
Q4 2025 net income from continuing operations was $474 million, or $0.43 per diluted share, versus $454 million, or $0.41, in Q3 2025
Q4 2025 total revenue was $2.0 billion, up from $1.9 billion in Q3 2025; full-year 2025 revenue was a record $7.5 billion
KeyCorp repurchased $200 million of common shares in Q4 2025; Common Equity Tier 1 ratio was an estimated 11.7% at December 31, 2025
Directors Ruth Ann Gillis and Carlton Highsmith will retire after the 2026 Annual Meeting; Tony DeSpirito and Chris Henson are nominees, and Todd Vasos was named Lead Independent Director
KeyCorp disclosed that director David K. Wilson retired from its Board of Directors for personal health reasons, effective immediately, after informing the company on January 13, 2026. The Board reduced its size to 14 members, effective January 15, 2026. The filing contains no financial results or operational changes, so the event is administrative for shareholders.
David K. Wilson informed KeyCorp of his retirement on January 13, 2026, citing personal health reasons
Retirement from the Board was effective immediately
Board size reduced to 14 members, effective January 15, 2026
Filing does not disclose a replacement director or any financial impact
KeyCorp reported third-quarter 2025 net income from continuing operations attributable to common shareholders of $454 million, or $0.41 per diluted share, up from $387 million, or $0.35, in the second quarter. Total revenue was $1.9 billion, up 3.0% from the prior quarter, and book value per share rose to $15.86 at September 30, 2025. The third quarter of 2024 had a net loss of $447 million that included a securities sale loss, so the year-over-year comparison is distorted.
Net income of $454 million, or $0.41 per diluted share, versus $387 million, or $0.35, in the second quarter of 2025
Total revenue of $1.9 billion, up 3.0% from the second quarter; net interest margin of 2.75%, up 9 basis points
Net loan charge-offs of $114 million, or 0.42% of average total loans; nonperforming assets of $668 million, down 5.5% from June 30, 2025
Book value per share of $15.86 at September 30, 2025, up from $15.32 at June 30, 2025
KeyCorp reported second-quarter 2025 net income from continuing operations attributable to common shareholders of $387 million, or $0.35 per diluted share, up from $370 million, or $0.33, in the first quarter and $237 million, or $0.25, a year earlier. Total revenue rose 21% year over year to $1.8 billion, while noninterest expense grew 7% to $1.15 billion, which shows revenue growing faster than costs. The filing gives no new full-year guidance.
Net income of $387 million, or $0.35 per diluted share, for Q2 2025, compared with $370 million, or $0.33, in Q1 2025 and $237 million, or $0.25, in Q2 2024
Total revenue of $1.8 billion, up 21% year over year; net interest income (TE) of $1.15 billion, up 27.9% year over year
Provision for credit losses of $138 million, compared with $118 million in Q1 2025 and $100 million in Q2 2024
Common Equity Tier 1 ratio of 11.7% at June 30, 2025, estimated
KeyCorp reported first-quarter 2025 net income from continuing operations attributable to common shareholders of $370 million, or $0.33 per diluted share, compared with a net loss of $279 million in the fourth quarter of 2024 and $183 million in the first quarter of 2024. Total revenue rose 16% year over year to $1.8 billion while noninterest expense fell 1%, which the company said produced positive operating leverage.
Net income of $370 million, or $0.33 per diluted share, versus $183 million, or $0.20 per share, in Q1 2024
Total revenue of $1.8 billion, up 16% year over year; net interest margin rose to 2.58%
Net loan charge-offs of $110 million; nonperforming assets declined 9% from the prior quarter to $700 million
In March 2025, the board authorized a new repurchase program of up to $1 billion of common shares
KeyCorp reported a fourth-quarter 2024 net loss from continuing operations attributable to common shareholders of $279 million, or $(.28) per diluted share, compared with net income of $30 million, or $.03 per share, a year earlier. Results were weighed down by after-tax charges of $657 million tied to the loss on the sale of securities; excluding selected items, adjusted net income was $378 million, or $.38 per diluted share.
Q4 2024 net loss of $279 million, or $(.28) per diluted share, versus net income of $30 million, or $.03, in Q4 2023
Adjusted net income of $378 million, or $.38 per diluted share; the securities-related charges totaled $657 million after tax
Total revenue of $865 million, up from $695 million in Q3 2024 but down 43.8% from $1,538 million in Q4 2023
Common Equity Tier 1 ratio was an estimated 12.0% at December 31, 2024, up from 10.8% at September 30, 2024
On December 27, 2024, Scotiabank completed its final purchase of KeyCorp common stock for approximately $2.0 billion, bringing its stake to approximately 14.9%. KeyCorp also expanded its board to fifteen directors, adding Jacqueline Allard and Somesh Khanna at Scotiabank's designation, and granted performance-based equity awards to executives. Before the closing, KeyCorp repositioned its securities portfolio, with an expected after-tax loss of approximately $700 million in the fourth quarter of 2024, which weighs on near-term results.
Scotiabank invested approximately $2.0 billion in the Second Closing on December 27, 2024, owning approximately 14.9% of KeyCorp common stock.
Jacqueline Allard and Somesh Khanna joined the board effective December 27, 2024, with terms expiring at the 2025 annual meeting; the board size increased to fifteen.
Securities repositioning sold an additional $3.0 billion of low-yielding securities and terminated about $3.0 billion of cash flow hedges, with an expected after-tax loss of approximately $700 million in Q4 2024.
Executive Capital and Earnings Improvement Awards, granted December 30, 2024, vest in January 2027 based on regulatory capital and cumulative EPS goals; CEO Christopher M. Gorman's target value is $7,570,295.
KeyCorp reported a third-quarter 2024 net loss from continuing operations attributable to common shareholders of $447 million, or $0.47 per diluted share, after $737 million in after-tax charges tied to a securities portfolio repositioning. Excluding those charges, adjusted net income was $290 million, or $0.30 per diluted share, up from $237 million, or $0.25, in the second quarter, though total revenue fell to $695 million from $1.5 billion. The company received an initial $821 million tranche of its Scotiabank strategic investment, and expects the final tranche in the first quarter of 2025, subject to Federal Reserve approval.
Net loss of $447 million, or $0.47 per diluted share, versus net income of $266 million in the third quarter of 2023
Adjusted net income of $290 million, or $0.30 per diluted share, excluding $737 million in after-tax charges
Net interest income rose 7% quarter-over-quarter to $964 million; total revenue (TE) was $695 million versus $1,526 million in the second quarter
Received initial $821 million Scotiabank investment tranche; Common Equity Tier 1 ratio was 10.8%
KeyCorp entered an Investment Agreement with The Bank of Nova Scotia to sell common shares in two closings at a fixed price of $17.17 per share, for approximately $2.8 billion in aggregate consideration. After the second closing, the Bank of Nova Scotia would hold about 14.9% of KeyCorp's outstanding common shares and would be entitled to designate two board representatives.
Fixed price of $17.17 per share; aggregate consideration of approximately $2.8 billion
First closing gives the purchaser 4.90% of outstanding shares; second closing, subject to bank regulatory approvals, brings it to 14.90%
Two board designees upon the second closing; standstill limits the purchaser to 19.99% ownership
Purchaser's shares are locked up for one year after the second closing; shares issued under Section 4(a)(2) exemption
KeyCorp reported second-quarter 2024 net income from continuing operations attributable to common shareholders of $237 million, or $.25 per diluted share, up from $183 million, or $.20, in the first quarter but down from $250 million, or $.27, a year earlier. Total revenue on a taxable-equivalent basis was $1,526 million, down 0.5% from the prior quarter and 4.3% from a year earlier, while noninterest expense fell 5.6% from the first quarter to $1,079 million. For shareholders, earnings improved sequentially but remain below last year's level.
Net income of $237 million, or $.25 per diluted share, versus $183 million ($.20) in Q1 2024 and $250 million ($.27) in Q2 2023.
Total revenue (TE) of $1,526 million, compared with $1,533 million in Q1 2024 and $1,595 million in Q2 2023.
Noninterest expense of $1,079 million, down from $1,143 million in Q1 2024.
Net loan charge-offs were 0.34% of average total loans; the Common Equity Tier 1 ratio was an estimated 10.5% at June 30, 2024.
KeyCorp reported first quarter 2024 net income from continuing operations attributable to common shareholders of $183 million, or $0.20 per diluted share, up sharply from $30 million, or $0.03, in the fourth quarter of 2023 but down from $275 million, or $0.30, in the first quarter of 2023. Total revenue of $1.53 billion fell 10.6% from a year earlier, while noninterest expense also declined, so the quarter improved on the prior quarter but remained weaker than a year ago.
Net income of $183 million, or $0.20 per diluted share, versus $275 million, or $0.30, in Q1 2023 and $30 million, or $0.03, in Q4 2023
Total revenue of $1.53 billion, down 10.6% from $1.71 billion in Q1 2023 and down 0.3% from Q4 2023
Net interest income of $886 million, down 19.9% from a year earlier; noninterest income of $647 million, up 6.4%
FDIC special assessment charges reduced first quarter earnings by $22 million, or $0.02 per diluted share, after tax
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