8-K

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 6, 2023

KeyCorp

(Exact name of registrant as specified in charter)

001-11302

(Commission File Number)

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:

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

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. ☐

KeyCorp will review its strategy, performance, and outlook at the 2023 RBC Capital Markets Financial Institutions Conference on March 7, 2023. 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.

(d) Exhibits

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 thereunto duly authorized.

EX-99.1

Clark Khayat Executive Vice President and Chief Strategy Officer Don Kimble Vice Chairman and Chief Financial Officer 2023 RBC Capital Markets Financial Institutions Conference Exhibit 99.1

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, 2022, 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. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. 2 Forward-looking Statements and Additional Information

Expecting relatively stable expenses despite the impact of inflation and continued strategic investments, via cost reductions in: Personnel Non-revenue generating roles Continued investment in client-facing roles, including relationship bankers Professional Services Consulting services Contract renegotiation Contractors Continue to build technology expertise while reducing reliance on third parties Occupancy Achieved non-branch non-operations real estate reduction target of 25% Ongoing opportunity from hybrid models Driving Sound, Profitable Growth 3 Relationship-based business model and targeted scale strategy position Key to deliver sound, profitable growth Repricing opportunity: More than ~$22Bn of short duration swaps and Treasuries to mature through 2024 Potential annualized total net interest income benefit of >$1Bn at today’s rates Reserve levels at five years of coverage using our 2023 net charge-off outlook, above CECL Day 1 Historically low NCO and NPL levels Balance Sheet Tailwinds Strong Credit Quality Prudent Expense Management NCOs and Provision for Credit Losses $ in millions Swap and Treasury Maturity Schedule $ in billions NCOs Provision NCOs to avg. loans $265 $43 $44 $33 ü $7.1 ü ü ü $15.2 WA yield (Treasuries) 0.23% 0.44% WA receive-fixed rate (Swaps) 0.99% 0.50% $83 $45 $109

Appendix

2023 Outlook FY 2023 (vs. FY 2022) 5 Average Balance Sheet Loans: up 6% - 9% Deposits: flat to down 2% Net Interest Income (TE) Net interest income: Updated guidance: up 1% - 4% (assumes a cumulative beta in the mid- to high 30s(1)) x Prior guidance: up 6% - 9% Noninterest Income Noninterest income: down 1% - 3% Noninterest Expense Noninterest expense: relatively stable Credit Quality Net charge-offs to average loans: 25 – 30 bps Taxes GAAP tax rate: 19% - 20% Long-term Targets Positive operating leverage Moderate risk profile: Net charge-offs to avg. loans targeted range of 40-60 bps ROTCE: 16% - 19% Cash efficiency ratio: 54% - 56% (1) Cumulative beta indexed to 4Q21 Note: Guidance range: relatively stable: +/- 2%

WA Receive Rate on Maturities Net Interest Income Opportunities $ in billions Recent ALM Hedge Actions(2) $ in billions Future Net Interest Income Drivers Organic Growth Focus on relationship banking - driving loans and deposits Investment Portfolio Positioned to provide liquidity and enhance returns while benefiting from higher reinvestment rates Balance Sheet Positioning Opportunity to accelerate realization of value of short-term Treasuries Executing hedges to manage downside risk Deposit Beta and Funding Costs Marginal funding costs are increasing with rising market interest rates, and are expected to weigh on net interest income ALM Interest Rate Swap Maturities(1) Short-term Treasury Maturities $ in billions WA yield on portfolio: 0.43% Actively managing downside risk while maintaining significant upside potential Added $3Bn of forward-starting receive fixed swaps - WA receive rate: 3.4% Executed $3.3Bn of forward-starting floor spreads - WA buy strike: 3.4%, WA sold strike: 2.3% 2.62% .37% .27% ..41% .34% .65% .57% .53% 6 $5.1Bn of swaps set to mature in 2025; $9.1Bn in 2026 Chart includes forward-starting swaps and floor spreads since 4Q22 1Q23 QTD .48% .44% .45% .29% .17% .28%