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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
keylogoa11.jpg
(Exact name of registrant as specified in its charter)
 
Ohio
001-11302
34-6542451
State or other jurisdiction of incorporation or organization:Commission File NumberI.R.S. Employer Identification Number:
127 Public Square,
Cleveland,
Ohio
44114-1306
Address of principal executive offices:Zip Code:

(216) 689-3000
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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 classTrading 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 Reset Perpetual Non-Cumulative Preferred Stock, Series H)KEY PrL
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company

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




Item 7.01    Regulation FD Disclosure.

KeyCorp will review its performance, strategy, and outlook at the Morgan Stanley U.S. Financials Conference on June 11, 2025. A copy of the slides forming the basis of the presentation is attached hereto as Exhibit 99.1 and will be posted on KeyCorp’s website (www.key.com/ir) in connection with the conference. A live audio webcast will also be available at www.key.com/ir. A recording will also be available at www.key.com/ir after the event.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into the filings of KeyCorp under the Securities Act of 1933, as amended. The content of the KeyCorp website referenced herein and in the exhibit are not incorporated into this Current Report on Form 8-K.


Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.    Description of Exhibit

99.1        KeyCorp Presentation Slides, Morgan Stanley U.S. Financials Conference.

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.
KEYCORP
(Registrant)
Date: June 10, 2025/s/ Andrea R. McCarthy
Name: Andrea R. McCarthy
Title: Assistant Secretary


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 95% of deposits attached to an operating account ~1/3 of new Commercial clients are payments led w/ no credit extended(3) Commercial Payments 2024(1) ~$58Bn Commercial Deposits Commercial Bank Organization 2 Total Average Deposits 2024 Growth & Returns Significant source of primacy to the bank Product, Digital, Onboarding, and Servicing All together in one organization, built around the customer ~17-20% Avg ROE across our Middle Market business(2) ~10% Commercial Payments Revenue CAGR over last 5 years (1) Total Key revenue excludes 2024 securities repositioning loss of $1.8 billion; (2) FY2022 - FY2024; (3) FY2024 ~$2Bn Commercial Payments & Middle Market


 
A Purpose-Built Platform for Middle Market Clients 3 A multi-decade journey to create a platform tailored to the needs of Middle Market clients… …with significant opportunity given our <5% market penetration 1998 2014 2022 2023 Acquisition of McDonald Investments Build out of Middle Market Investment Banking practice Integrated Servicing Model To create teams focused on end-to-end client journeys Combined Middle Market and Payments businesses To create one team to serve the customers’ primary needs 2017 Elevation of Commercial Payments business Teams, platforms, industry focus, fintech strategy E xp e rtis e H o li s ti c C a p ab ili tie s Service 200K+ U.S. Middle Market Businesses


 
A Clear Value Proposition that Resonates Our targeted, full-service platform is delivered seamlessly through a unique relationship-based approach 4 Capabilities Scaled Holistic Platform (Commercial Payments, Capital Markets, and Wealth) Industry Expertise Integrated Delivery Model Regional Banks Trillionaire Banks Boutiques Middle Market Focus Client Impact (Average Tenure of ~15 years) Key’s Solutions Supply chain solutions manufacturer and distributor with 175+ locations in 10+ countries 60-Year Client Relationship Core Treasury | Lending | FX Merchant | Capital Markets Electric power systems solutions provider New Client Relationship Key’s Solutions Core Treasury | Lending | FX Merchant | Embedded Banking


 
Holistic Payments Platform with Growth Tailwinds 5 Deeply Embedded in the Fintech Ecosystem Full Suite of Commercial Payments Capabilities Delivering one of the broadest platforms of banking and software-based capabilities in the market 325% Growth in API Clients(1) 71% Growth in Embedded Banking Clients(1) ~15 Fintech Partnerships 7 VC Investments TRADITIONAL CAPABILITIES EMERGING CAPABILITIES Meaningful Growth Opportunities Core Treasury Liquidity Card & Merchant Foreign Exchange Embedded Banking Automation Virtual Ledgering Supported by Deep Industry Vertical Expertise Meaningful Growth Trends (1) Dec 2023 – Mar 2025; (2) Source: 2024 BCG Middle Market Benchmarking Report; (3) Source: Nilson 2024; Peer group is TFC, PNC, MTB, top quartile excludes USB; (4) Source: Nilson 2024; commercial card volume includes purchase card, fleet volume, and corporate card, top quartile excludes USB and ZION; (5) Source: The Ayden and BCG Embedded Finance Report Core Treasury TM Fees / Commercial Deposits (bps)(2) 60 71 Key Top Quartile Merchant Spend Volume / Total Deposits(3) 16% 21% Key Peer Top Quartile Card & Automation Volume / Commercial Deposits(4) 6% 10% Key Peer Top Quartile Embedded Banking Industry Growth(5) $32Bn $62Bn 2024 2030F


 
Commercial Banking: Then and Now ~$13 ~$18 2019 2024 81% ~89% 2019 2024 ~4.2 ~4.6 2019 2024 ~$800MM >$1.0Bn 2019 2024 Revenue(1) Deposits (Bn) % Operating Deposits Clients (Thousands) +24% +38% ~800bps +8% 6 (1) Excludes the allocated impact of securities portfolio and swaps; (2) “Add’tl Gross Fees” consists of Fee Equivalent Revenue (FER) generated through treasury management products and services compensated by deposits clients retain on balance sheet; (3) “Net Revenue” consists of Deposit Service Charges, Cards & Payments Revenue, and Corporate Services Revenue driven by Foreign Exchange and Trade Finance service products Middle Market Commercial Payments ~$36 ~$58 2019 2024 2019 2024 2019 2024 Fees (MM) Deposits (Bn) Merchant Fees Fee Equivalent Revenue +60% +85% +58% ~$290 ~$360 ~$60 ~$210 2019 2024 +61% Net Revenue(3) Add’tl Gross Fees(2)


 
Investing in Strategic Areas to Scale the Business Continuing to Build Our Brand of Expertise and Service 7 Progress: Recent expansion into Chicago and Southern California Progress: 77% of total Commercial deposits are operating deposits Progress: ~25% growth in business- focused risk team(1) • Attractive banker-friendly model • Market expansions bolstered by great talent and opportunity • Growing our own talent Growing Bankers • Persistent investment across our payments platforms • Leveraging more automation to drive efficiency • Scaling embedded banking • Deeper risk expertise in strategic focus areas • Increasing portfolio management efficiency and capacity capabilities • Elevated focus on portfolio optimization Continuing Our Primacy Focus Elevating Risk Management (1) Jan 2024 – Mar 2025


 
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “seek,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “contemplate,” “explore,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible,” “potential,” “strategy,” “opportunities,” or “trends,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are based on assumptions that involve risks and uncertainties, which are subject to change based on various important factors (some of which are beyond KeyCorp’s control.) Actual results may differ materially from current projections. Actual outcomes may differ materially from those expressed or implied as a result of the factors described under “Forward-looking Statements” and “Risk Factors” in KeyCorp’s Annual Report on Form 10-K for the year ended December 31, 2024 and in other filings of KeyCorp with the Securities and Exchange Commission (the “SEC”). Such forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events. For additional information regarding KeyCorp, please refer to our SEC filings available at www.key.com/ir. Certain returns, yields, performance ratios, or quarterly growth rates are presented on an “annualized” basis. This is done for analytical and decision-making purposes to better discern underlying performance trends when compared to full-year or year-over-year amounts. Income from tax-exempt earning assets is increased by an amount equivalent to the taxes that would have been paid if this income had been taxable at the federal statutory rate. This adjustment puts all earning assets, most notably tax-exempt municipal securities, and certain lease assets, on a common basis that facilitates comparison of results to results of peers. Forward-looking Statements and Additional Information 8