Shareholders' Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Shareholders' Equity

19. Shareholders' Equity

Comprehensive Capital Plan

During the third quarter of 2024, Key did not complete any open market share repurchases. We repurchased less than $1 million of shares related to equity compensation programs in the third quarter of 2024.

Consistent with our capital plan, the Board declared a quarterly dividend of $.205 per Common Share for the third quarter of 2024.

Scotiabank Investment

On August 12, 2024, we entered into an Investment Agreement with Scotiabank pursuant to which Scotiabank agreed to make a strategic minority investment in KeyCorp of approximately $2.8 billion, representing approximately 14.9% pro forma common stock ownership of KeyCorp, for a fixed price of $17.17 per share. On August 30, 2024, Scotiabank completed the initial purchase of 47,829,359 of KeyCorp’s Common Shares with an investment of approximately $821 million in gross proceeds. With this investment, Scotiabank owns approximately 4.9% of KeyCorp’s Common Shares. The parties expect to complete the final purchase of approximately $2.0 billion of KeyCorp’s Common Shares in the first quarter of 2025, subject to Federal Reserve approval. The exact number of shares to be issued in connection with the final purchase is dependent on the total shares outstanding at the time of final purchase which precludes equity classification of the Investment Agreement. As such the Investment Agreement is accounted for as a financial instrument at fair value with changes recorded through earnings. As of September 30, 2024, the value of the financial instrument did not have a material impact to our results of operations or financial condition.

In connection with the completion of the initial purchase of the Scotiabank investment, we incurred $10 million in issuance costs, which are classified in shareholders’ equity and recorded against the gross proceeds received.

Preferred Stock

The following table summarizes our preferred stock at September 30, 2024.

Preferred stock series	Amount outstanding (in millions)		Book value (net of capital surplus)		Shares authorized and outstanding	Par value		Liquidation preference		Ownership interest per depositary share	Liquidation preference per depositary share		Third quarter 2024 dividends paid per depositary share
5.000% Fixed-to-Floating Rate Perpetual Noncumulative Series D	$	525	$	519	21,000	$	1	$	25,000	1/25th	$	1,000	$	12.50
6.125% Fixed-to-Floating Rate Perpetual Noncumulative Series E	500		490		500,000	1		1,000		1/40th	25		.382813
5.650% Fixed Rate Perpetual Noncumulative Series F	425		412		425,000	1		1,000		1/40th	25		.353125
5.625% Fixed Rate Perpetual Non-Cumulative Series G	450		435		450,000	1		1,000		1/40th	25		.351563
6.200% Fixed Rate Reset Perpetual Non-Cumulative Series H	600		590		600,000	1		1,000		1/40th	25		.387500