KEYCORP /NEW/ 8-K

What Happened

• On January 20, 2026, KeyCorp (KEY) filed an 8‑K furnishing a press release and a supplemental information package with its financial results for the three- and twelve-month periods ended December 31, 2025. The Consolidated Balance Sheets and Consolidated Statements of Income included in the release are filed as Exhibit 99.3 to the report.
• On January 15, 2026, directors Ruth Ann Gillis and Carlton Highsmith notified the Board they will retire upon the expiration of their terms at KeyCorp’s 2026 Annual Meeting. On January 20, 2026, the Board nominated Antonio "Tony" DeSpirito (age 57) and Christopher L. "Chris" Henson (age 64) as independent director nominees for election at the Annual Meeting. Also on January 20, 2026, Todd Vasos was appointed Lead Independent Director, succeeding Alexander M. “Sandy” Cutler, who will remain an independent director.

Key Details

• Financial disclosure: press release and supplemental package furnished on Jan 20, 2026; consolidated financial statements from the release are filed as Exhibit 99.3.
• Director retirements: Ruth Ann Gillis and Carlton Highsmith will retire effective at the 2026 Annual Meeting (upon expiration of current terms).
• Director nominees: Antonio DeSpirito — long career at BlackRock (various CIO and portfolio roles through Dec 2025); Christopher L. Henson — former Truist/BB&T executive (served as President & COO, CFO, COO; retired Sept 2021).
• Governance change: Todd Vasos named Lead Independent Director effective immediately (Jan 20, 2026); Board size will remain at 14 after the Annual Meeting.

Why It Matters

• For investors, the 8‑K provides KeyCorp’s latest quarterly and full‑year financial results and the filed consolidated financial statements for review — important for evaluating recent earnings and financial condition.
• The announced board changes update corporate governance: two long‑time directors plan to retire, two experienced financial services executives are nominated to the board, and the Lead Independent Director role has transitioned — all material for oversight and shareholder voting at the Annual Meeting.