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): ~~October 16~~November 5, 2025

KeyCorp

(Exact name of registrant as specified in its 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 27.~~02 Results~~01 Regulation ofFD ~~Operations and Financial Condition~~Disclosure.

OnKeyCorp ~~October 16~~will review its performance, ~~2025~~strategy, ~~KeyCorp~~and ~~issued~~outlook aat ~~press~~the ~~release~~BancAnalysts ~~announcing~~Association ~~its~~of ~~financial~~Boston ~~results~~Conference ~~for~~on ~~the~~Thursday, ~~three-~~November ~~and~~6, ~~nine-month~~2025. ~~periods~~A ~~ended~~copy ~~September 30,~~of ~~2025~~the (slides forming the ~~“Press~~basis ~~Release”),~~of the presentation is attached hereto as Exhibit 99.1 and has been posted on ~~its~~KeyCorp’s website ~~its~~(www.key.com/ir) ~~third~~in ~~quarter~~connection ~~2025~~with ~~Supplemental~~the ~~Information~~conference. ~~Package~~A ~~(the~~live ~~“Supplemental~~audio ~~Information~~webcast ~~Package”). The~~will ~~Press~~also ~~Release~~be ~~and~~available ~~Supplemental~~on ~~Information~~the ~~Package~~day ~~are~~of ~~being~~the ~~furnished~~conference asat ~~Exhibit 99~~www.1key.com/ir. ~~and~~A ~~Exhibit~~recording 99will also be available at www.2,key.com/ir ~~respectively~~after the event.

The information in ~~the~~this ~~preceding~~Item ~~paragraph, as well as Exhibit 99~~7.101 and Exhibit 99.21 ~~referenced~~attached ~~therein,~~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 ~~“Exchange~~liabilities ~~Act”)~~under that Section, nor shall it be deemed incorporated by reference ininto ~~any~~the ~~filing~~filings of KeyCorp under the Securities Act of 1933, as amended. (The content of the ~~“Securities~~KeyCorp ~~Act”)~~website referenced herein and in the exhibit are not incorporated into this Current Report on Form 8-K.

KeyCorp’s Consolidated Balance Sheets and Consolidated Statements of Income (collectively, the “Financial Statements”), included as part of the Press Release, are filed as Exhibit 99.3 to this report. Exhibit 99.3 is deemed “filed” for purposes of Section 18 of the Exchange Act and, therefore, may be incorporated by reference in filings under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished, or filed in the case of Exhibit 99.3, herewith:



Exhibit No.						Description of Exhibit

99.1						KeyCorp Presentation Slides, BancAnalysts Association of Boston Conference

104						Cover Page Interactive Data File (embedded within Inline XBRL document).

99.1 Press Release, dated October 16, 2025, announcing financial results for the three- and nine-month period ended September 30, 2025


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
						(Registrant)


Date: November 5, 2025						/s/ Andrea R. McCarthy
						By: Andrea R. McCarthy
						Title: Assistant Secretary

99.2 Supplemental Information Package reviewed during the conference call and webcast.

99.3 Financial Statements.

104 Cover Page Interactive Data File (embedded within the 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
						(Registrant)
Date: October 16, 2025						/s/ Stacy L. Gilbert
						By: Stacy L. Gilbert
						Chief Accounting Officer

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