key-20250313false000009157600000915762025-03-132025-03-130000091576us-gaap:CommonStockMember2025-03-132025-03-130000091576us-gaap:SeriesEPreferredStockMember2025-03-132025-03-130000091576us-gaap:SeriesFPreferredStockMember2025-03-132025-03-130000091576us-gaap:SeriesGPreferredStockMember2025-03-132025-03-130000091576us-gaap:SeriesHPreferredStockMember2025-03-132025-03-13
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 Number | | I.R.S. Employer Identification Number: |
| | | | | | | | | | | | | | |
127 Public Square, | Cleveland, | Ohio | | 44114-1306 |
| Address of principal executive offices: | | Zip Code: |
(216) 689-3000
Registrant’s telephone number, including area code:
| | | | | |
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
| |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| |
Securities Registered Pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading 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 8.01 Other Events.
On March 13, 2025, KeyCorp (the “Company”) announced that its Board of Directors has authorized a share repurchase program pursuant to which KeyCorp may purchase up to $1.0 billion of KeyCorp common shares. A copy of the press release announcing the share repurchase program is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
From time to time, the Company has made or will make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company’s disclosures in this report contain forward-looking statements. Forward-looking statements can be identified by the use of words such as “outlook,” “goal,” “objective,” “plan,” “expect,” “anticipate,” “intend,” “project,” “believe,” “estimate,” “potential,” “contemplate,” “explore,” “may,” or other words of similar meaning. Forward-looking statements represent management’s current expectations and forecasts regarding future events. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual results could vary materially from these projections or expectations. Factors that could cause the Company’s actual results to differ from those described in the forward-looking statements can be found in the Company’s Form 10-K for the year ended December 31, 2024, as well as in the Company’s subsequent filings with the Securities and Exchange Commission (“SEC”), all of which have been filed with the SEC and are available on the Company’s website (www.key.com/ir) and on the SEC’s website (www.sec.gov). Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update the forward-looking statements to reflect new information or future events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: March 13, 2025 | | /s/ Andrea R. McCarthy |
| | Name: Andrea R. McCarthy |
| | Title: Assistant Secretary |
| | |
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 $1.0 billion of KeyCorp common shares, in the open market or in privately negotiated transactions.
The company intends to begin repurchasing shares in the second half of 2025. The timing and price of repurchases as well as the actual number of shares repurchased under the program will be at the discretion of KeyCorp and will depend on a variety of factors, including general market conditions, the stock price, regulatory requirements and limitations, corporate liquidity requirements and priorities, and other factors.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "outlook," "goal," "objective," "plan," "expect," "anticipate," "intend," “may,” "project," "believe," "estimate," "potential," "contemplate," "explore," and other words of similar meaning. Forward-looking statements represent management's current expectations and forecasts regarding future events. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual results could vary materially from these projections or expectations. Factors that could cause KeyCorp's actual results to differ from those described in the forward-looking statements can be found in KeyCorp's Form 10-K for the year ended December 31, 2024, as well as in KeyCorp's subsequent filings with the Securities and Exchange Commission (SEC), all of which have been filed with the SEC and are available on KeyCorp's website (www.key.com/ir) and on the SEC’s website (www.sec.gov). Forward-looking statements speak only as of the date they are made and KeyCorp does not undertake any obligation to update the forward-looking statements to reflect new information or future events.
For more information contact:
ABOUT KEYCORP
In 2025, KeyCorp celebrates its bicentennial, marking 200 years of service to clients and communities from Maine to Alaska. To learn more, visit KeyBank Heritage Center. Headquartered in Cleveland, Ohio, Key is one of the nation's largest bank-based financial services companies, with assets of approximately $187 billion at December 31, 2024.
Key provides deposit, lending, cash management, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of approximately 1,000 branches and approximately 1,200 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank Member FDIC.
# # #
