KEY 8-K
Keycorp /New/ (KEY)
8-K
2026-02-09
For: 2026-02-09
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April 10, 2026
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 registrant as specified in charter)
| State or other jurisdiction of incorporation or organization: | Commission File Number | I.R.S. Employer Identification Number: | ||||||||||||
| 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 | ||||||
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 Registration FD Disclosure.
KeyCorp will review its performance, strategy, and outlook at the UBS Financial Services Conference on Monday, February 9, 2026. A copy of the slides forming the basis of the presentation is attached hereto as Exhibit 99.1 and has been posted on KeyCorp’s website (www.key.com/ir) in connection with the conference. A live audio webcast will also be available on the day of the conference 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.
| Exhibit No. | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within 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 | ||||||||
| Date: February 9, 2026 | /s/ Andrea R. McCarthy | |||||||
| By: Andrea R. McCarthy | ||||||||
| Title: Assistant Secretary | ||||||||
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.S. middle market businesses • ~$7Tn annual payments volume • Holistic platform, vertical expertise • Total addressable market: 3-4% North America annual payments industry growth(1) 2 Total Revenue 2025 Total Average Deposits 2025 Supporting Clients Across Industries & Geographies Meaningful Contributor to KEY Earnings & Returns ~$58Bn Commercial Deposits ~$2.1Bn Commercial Payments & Middle Market Growth & Returns Avg ROE across our Middle Market business(2) Commercial Payments Revenue CAGR over last 5 years~17-20% ~9% Middle Market Commercial Payments
National Middle Market Presence Established Middle Market Presence, Significant Growth Opportunities 3 Middle Market Presence in 11 of the Top 20 MSAs 2024 2025 +9% Supporting clients’ capital and operating needs … with a holistic, integrated offering Payments & Deposits Wealth LendingCapital Markets National Reach, Growing in Top MSAs Commercial & Institutional Bank Presence Middle Market Presence in a Top 20 MSA(1) Key Clients (no Commercial / Inst. Presence) 2024 2025 +54% ~98% Deposits attached to an operating account 2024 2025 Clients Period-End Middle Market C&I Loan Balances Middle Market Loan Pipelines +4% (1) Top 20 MSAs ranked by number of Middle Market companies
Fintech partnerships Holistic Payments Platform with Growth Tailwinds Delivering One of the Broadest Platforms of Banking & Software-based Capabilities in the Market 4 (1) Gross payments fees exclude prepaid card fees; (2) Cumulative beta indexed to 3Q24; (3) Compared to 2024 TRADITIONAL CAPABILITIES INNOVATIVE CAPABILITIES Core Treasury Liquidity Card & Merchant Foreign Exchange Automation Embedded Banking Strategic Focus Areas o Continue primacy focus to grow the core operating deposit base o Increasing our product investment o Continued scaling of embedded banking business 2019 2020 2021 2022 2023 2024 2025 ~2x 90% Payments penetration of Middle Market clients Embedded banking revenue and fee growth in 2025(3) Gross Payments Fees(1) Meaningful Growth Trends …with Strong Tailwinds from Suite of Capabilities +8% CAGR Full Suite of Commercial Payment Capabilities, Continuing to Invest in Growth ~70% Cumulative commercial deposit beta(2)
$36.4 $58.1 2019 2025 $13.4 $18.3 2019 2025 Commercial Banking: Continued Progress $823MM $1.04Bn 2019 2025 Revenue(1) Deposits +26% +37% (1) Excludes the allocated impact of securities portfolio and swaps; (2) Gross payments fees exclude prepaid card fees 2019 2025 Deposits Gross Fees(2) +60% Middle Market Commercial Payments +57% 5 FER Merchant Other $’s in billions $’s in billions 88% Operating Deposits Operating Non-operating
Target: ~10% growth in bankers Growing Bankers Deposit Growth Growth Strategies Target: Double-digit improvements in banker productivity and cost to serve Driving Scalability and Productivity Target: High single-digit to low double-digit growth in commercial payments fees Investing in the Platform Investing in Strategic Areas to Scale the Business Loan GrowthContinuing to Build our Brand of Expertise and Service 6 • Attractive banker-friendly model • Team hire strategy, adding scale in existing markets and targeting select MSAs for expansion • Growing our own talent funnel • Continued focus on self-service adoption, AI, and automation across servicing • Increasing portfolio management capabilities and efficiency • Driving productivity in the sales funnel • Digital refresh across core platforms driving engagement and monetization • Continue to scale embedded banking • Investing in our analytics and data foundation
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. Forward-looking statements are typically identified by words such as “believe,” “seek,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “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 subsequent 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. Non-GAAP Measures. This presentation may include non-GAAP measures where management believes it to be helpful in understanding Key’s results of operations or financial position. Such non-GAAP measures are not alternatives to GAAP measures, and you should not consider these non-GAAP measures in isolation or as a substitute for analysis of our results as reported under GAAP. For additional disclosure regarding such non-GAAP measures, including reconciliations to their most directly comparable GAAP measure, please refer to KeyCorp's most recent earnings release which is available at www.key.com/ir. Forward-Looking Non-GAAP Measures. From time to time we may discuss forward-looking non-GAAP financial measures. We are unable to provide a reconciliation of forward-looking non- GAAP financial measures to their most directly comparable GAAP financial measures because we are unable to provide, without unreasonable effort, a meaningful or accurate calculation or estimation of amounts that would be necessary for the reconciliation due to the complexity and inherent difficulty in forecasting and quantifying future amounts or when they may occur. Such unavailable information could be significant for future results. Annualized Data. 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. Forward-looking Statements and Additional Information 7