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 0924, 2026

KeyCorp

(Exact name of registrant as specified in 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 75.0102 ~~Registration~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~KeyCorp~~On ~~will review its performance, strategy, and outlook at the UBS Financial Services Conference on Monday,~~ February 924, 2026., AAmy ~~copy of the slides forming the basis of the presentation is attached hereto as Exhibit 99~~G.1 ~~and~~Brady ~~has~~informed ~~been posted on~~ KeyCorp’s ~~website~~ (~~www.key.com/ir) in connection with~~ the ~~conference.~~“Company”) Aof ~~live~~her ~~audio~~intention ~~webcast~~to ~~will~~resign ~~also~~from beher ~~available~~position onas ~~the~~Chief ~~day~~Information ofOfficer ~~the~~due ~~conference~~to atpersonal ~~www.key.com/ir.~~health Aconsiderations, ~~recording~~effective ~~will~~March ~~also~~2, ~~be available at www~~2026.~~key.com/ir~~ ~~after the event.~~

~~The~~In ~~information~~connection inwith ~~this~~her ~~Item~~resignation, ~~7.01~~the Company and ~~Exhibit 99~~Ms.1 ~~attached~~Brady ~~hereto~~entered ~~shall~~into ~~not~~a betransition ~~deemed~~letter ~~“filed” for purposes of Section 18 of~~ (the ~~Securities~~“Transition ~~Exchange Act of 1934~~Letter”), aspursuant ~~amended, or otherwise subject~~ to ~~the~~which ~~liabilities~~Ms. ~~under~~Brady ~~that~~will ~~Section,~~remain ~~nor~~employed ~~shall it be deemed incorporated~~ by ~~reference into~~ the ~~filings~~Company ofas ~~KeyCorp~~a ~~under~~non-executive ~~the~~employee ~~Securities~~through ~~Act~~May ~~of 1933~~31, as2026 ~~amended. The content of~~ (the ~~KeyCorp~~“Termination ~~website~~Date”) ~~referenced~~to ~~herein~~assist ~~and~~with in the ~~exhibit~~smooth ~~are~~and ~~not~~orderly ~~incorporated~~transition ~~into~~of ~~this~~her ~~Current~~duties ~~Report~~and ~~on Form 8-K~~responsibilities.

Under the Transition Letter, Ms. Brady will be entitled to receive salary continuation and continued participation in the Company’s standard health and welfare benefit plans for a period of one year following the Termination Date. In addition, Ms. Brady will be eligible to receive an incentive compensation award for the 2026 performance year and will continue to vest in the Capital and Earnings Improvement Award granted to her on December 30, 2024, subject to the terms and conditions of such award. The one-year post-vesting holding requirement applicable to the Capital and Earnings Improvement Award will be waived upon vesting of the award.

The Company’s obligation to provide the payments and benefits described above is conditioned upon Ms. Brady’s execution and non-revocation of a general release of claims in favor of the Company.

The foregoing description of the Transition Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.						Description of Exhibit
99.1						KeyCorp Presentation Slides, UBS Financial Services Conference.
104						Cover Page Interactive Data File (embedded within Inline XBRL document).

(d) Exhibits.

SIGNATURE
Exhibit No.						Description of Exhibit
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.
10.1						Transition Letter, dated March 2, 2026, by and between Amy G. Brady and KeyCorp.
						KEYCORP
104						Cover Page Interactive Data File (embedded within Inline XBRL document).
Date: February 9, 2026						/s/ Andrea R. McCarthy
						By: Andrea R. McCarthy
						Title: Assistant Secretary


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: March 2, 2026						/s/ Andrea R. McCarthy
						By: Andrea R. McCarthy
						Title: Assistant Secretary

Filing Compare · KEYCORP /NEW/