KEYCORP /NEW/ 8-K

What Happened

• KeyCorp (KEY) filed a prospectus supplement on December 23, 2025 to its Form S-3 registration statement (No. 333-272573) to register 161,968,762 common shares, $1.00 par value, that were issued to The Bank of Nova Scotia (BNS) pursuant to the Investment Agreement dated August 12, 2024. The prospectus supplement was required under the Investment Agreement to be filed no later than December 27, 2025. The company also filed a legal opinion (Exhibit 5.1) with the current report, which is incorporated by reference into the registration statement.

Key Details

• 161,968,762 common shares, par value $1.00 per share, were issued to BNS.
• Investment Agreement date: August 12, 2024; prospectus supplement filed: December 23, 2025 (required by Dec. 27, 2025).
• Registration Statement: Form S-3, No. 333-272573; legal opinion filed as Exhibit 5.1 to the 8-K.

Why It Matters

• This filing registers the large block of shares issued to BNS, which is a material issuance that increases the company’s outstanding share count and can affect ownership percentages and per-share metrics for investors.
• The prospectus supplement and accompanying legal opinion fulfill KeyCorp’s contractual and disclosure obligations under the Investment Agreement, ensuring the shares are registered for resale under the Securities Act.
• There are no financial results, board or management changes, or additional terms disclosed in this 8-K beyond the registration and legal opinion filing; investors should review the prospectus supplement and prior Investment Agreement disclosures for further context.