Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E) 0000091576 0000091576 2022-07-21 2022-07-21 0000091576 us-gaap:CommonStockMember 2022-07-21 2022-07-21 0000091576 us-gaap:SeriesEPreferredStockMember 2022-07-21 2022-07-21 0000091576 us-gaap:SeriesFPreferredStockMember 2022-07-21 2022-07-21 0000091576 us-gaap:SeriesGPreferredStockMember 2022-07-21 2022-07-21

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2022

 

 

KeyCorp

 

LOGO

(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

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.  ☐

EXPLANATORY NOTE

On July 21, 2022, KeyCorp filed with the U.S. Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) regarding the press release for KeyCorp’s financial results for the three- and six-month periods ended June 30, 2022. This Current Report on Form 8-K/A amends the Original Form 8-K solely to correct an error in the date of the press release and the date of the Original Form 8-K. The Original Form 8-K listed the date of the press release and the date of the Original Form 8-K as July 20, 2022, and the correct date is July 21, 2022. Except as described above, this amendment does not amend, update, or change any other items or disclosures contained in the Original Form 8-K.

Item 2.02

Results of Operations and Financial Condition.

On July 21, 2022, KeyCorp issued a press release announcing its financial results for the three- and six-month period ended June 30, 2022 (the “Press Release”), and posted on its website its second quarter 2022 Supplemental Information Package (the “Supplemental Information Package”). The Press Release and Supplemental Information Package are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively.

The information in the preceding paragraph, as well as Exhibit 99.1 and Exhibit 99.2 referenced therein, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).

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:

 

99.1    Press Release, dated July 21, 2022, announcing financial results for the three-month and six-month periods ended June 30, 2022
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: July 21, 2022      

/s/     Douglas M. Schosser

      By:   Douglas M. Schosser
      Chief Accounting Officer