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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): December 9, 2025
 
KeyCorp
keylogoa11.jpg
(Exact name of registrant as specified in its charter)
 
Ohio
001-11302
34-6542451
State or other jurisdiction of incorporation or organization:Commission File NumberI.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 classTrading 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 7.01 Regulation FD Disclosure.

On December 9, 2025, KeyCorp posted an investor presentation to its website. A copy of the presentation is attached hereto as Exhibit 99.1. KeyCorp may use or refer to this presentation in conversations with investors and analysts, including in connection with the Goldman Sachs Financial Services Conference on Tuesday, December 9, 2025. The presentation may be accessed through the Investor Relations page of KeyCorp’s website at www.key.com/ir.

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.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.Description of Exhibit
99.1
104Cover Page Interactive Data File (embedded within 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: December 9, 2025/s/ Andrea R. McCarthy
By: Andrea R. McCarthy
Title: Assistant Secretary
KeyCorp Goldman Sachs 2025 U.S. Financial Services Conference December 9, 2025 Chris Gorman Chairman and Chief Executive Officer

 
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, 2024, and in subsequent 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. Non-GAAP Measures. This presentation may include non-GAAP measures where management believes it to be helpful in understanding Key’s results of operations or financial position. Such non-GAAP measures are not alternatives to GAAP measures, and you should not consider these non-GAAP measures in isolation or as a substitute for analysis of our results as reported under GAAP. For additional disclosure regarding such non-GAAP measures, including reconciliations to their most directly comparable GAAP measure, please refer to KeyCorp’s most recent earnings release which is available at www.key.com/ir. Forward-Looking Non-GAAP Measures. From time to time we may discuss forward-looking non-GAAP financial measures. We are unable to provide a reconciliation of forward- looking non-GAAP financial measures to their most directly comparable GAAP financial measures because we are unable to provide, without unreasonable effort, a meaningful or accurate calculation or estimation of amounts that would be necessary for the reconciliation due to the complexity and inherent difficulty in forecasting and quantifying future amounts or when they may occur. Such unavailable information could be significant for future results. Forward-looking Statements and Additional Information 2

 
12.5% 15%+ 3Q25 4Q27 Long-Term Target Strong Positioning for the Future 2025 expected to be a record revenue year Franchise Momentum Through Client Growth Compelling ROTCE(1) Trajectory Significant Capital Return Opportunity 3 Up 15%+ FY Adjusted Total Revenue (TE)(1),(2) growth YoY 22%+ Net Interest Income (TE)(1) growth 6.5%+ Adjusted Noninterest Income(1),(2) growth On pace to meet or exceed all FY financial targets while making meaningful investments in our franchise 10.3% 3Q25 Marked Common Equity Tier 1(3) Not pursuing depository institution acquisitions ~$200MM Expected shares repurchased in 4Q25 with ~$800MM remaining on existing authorization TE = Taxable equivalent (1) Represents a forward-looking Non-GAAP measure: Refer to slide 2, "Forward-Looking Statements and Additional Information," for more information; (2) Full year growth is presented against a 2024 Non-GAAP number that excludes $1,836MM from losses on sale of securities and the Scotiabank investment agreement valuation; (3) Adjusted for unrealized AFS Securities and Pension losses and non-GAAP measure: see 3Q25 earnings presentation appendix for reconciliation; (4) Expected run rate by year-end 2027 (4) 16% – 19%