8-K

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 4, 2023

KeyCorp

(Exact name of registrant as specified in charter)

001-11302

(Commission File Number)

Ohio	34-6542451
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

127 Public Square

Cleveland, Ohio 44114-1306

(Address of principal executive offices and zip code)

(216) 689-6300

(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:

☐ 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 7.01 Regulation FD Disclosure.

KeyCorp will review its performance, strategy, and outlook at the Goldman Sachs U.S. Financial Services Conference on December 5, 2023. A copy of the slides forming the basis of the presentation is attached hereto as Exhibit 99.1 and will be posted on KeyCorp’s website (www.key.com/ir) in connection with the conference. A live audio webcast will also be available at www.key.com/ir. A recording will also be available at www.key.com/ir after the event.

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 contents 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	KeyCorp Presentation Slides, Goldman Sachs U.S. Financial Services Conference.
104	Cover 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 thereunto duly authorized.

	KEYCORP
Date: December 4, 2023
	/s/ Clark H.I. Khayat
	Name: Clark H.I. Khayat
	Title: Chief Financial Officer

EX-99.1

Clark Khayat Chief Financial Officer Chris Gorman Chairman and Chief Executive Officer Goldman Sachs 2023 U.S. Financial Services Conference Exhibit 99.1

Forward-looking Statements and Additional Information 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, 2022, Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and in other 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. 2

Positioned for Long-term Growth and Returns 3 Fundamental Strengths and Priorities Focusing on sound, profitable growth and delivering value to all of our stakeholders Maintaining sound credit quality and risk management practices Disciplined underwriting; net charge-offs below long-term targeted range Differentiated ability to distribute risk through broad set of capital markets solutions Strengthening and optimizing our balance sheet Focusing on relationships and primacy; driving quality deposits along with strong funding and liquidity Positioning Key to meet new capital requirements under proposed Basel III Endgame framework Focusing on revenue opportunities and managing expenses Well-defined net interest income opportunity Business model positions Key to strategically use its balance sheet and capitalize on its strong fee-based businesses Simplifying and streamlining the business to improve efficiency and support ongoing investments Well-positioned for the future Positive inflection point for net interest margin Significant opportunity as capital markets normalize Disciplined expense management while continuing to invest; expect relatively stable expenses in 2024 Strong capital position supports long-term growth 9.8% 3Q23 CET1, up 50 basis points from prior quarter ~40% Of revenue from fee income; clear competitive advantage ~$1Bn Expected annualized net interest income benefit by 1Q25(1) 24bps 3Q23 NCO Ratio; well below long-term target of 40-60bps through cycle (1) Assumes the forward curve as of 9/30/2023 and maturities to occur on the last day of each quarter ~$10Bn Expected reduction in RWAs by year-end 2023

Appendix

Average Balance Sheet Loans: down 1% - 3% Deposits: relatively stable Loans: up 6% - 9% Deposits: flat to down 2% Net Interest Income (TE) Net interest income: relatively stable Net interest income: down 12% - 14% Noninterest Income Noninterest income: down 5% - 8% (prior guidance: up 1% - 3%) Noninterest income: down 7% - 9% Noninterest Expense Noninterest expense: relatively stable(1) Noninterest expense: relatively stable(1) Credit Quality Net charge-offs to average loans: 25 – 35 bps (4Q23) Net charge-offs to average loans: 25 – 30 bps (FY2023) Taxes GAAP tax rate: 18% - 19% (4Q23) GAAP tax rate: 18% - 19% (FY2023) Long-term Targets Positive operating leverage Moderate risk profile: Net charge-offs to avg. loans targeted range of 40-60 bps ROTCE: 16% - 19% Cash efficiency ratio: 54% - 56% Note: Guidance range: relatively stable: +/- 2% Note: Assumes market forwards as of September 30, 2023 (1) The noninterest expense guidance excludes the finalized FDIC special assessment related to recovering the cost of the closures of Silicon Valley Bank and Signature Bank of approximately $190MM, efficiency related expenses, and an expected pension settlement charge Outlook 4Q23 (vs. 3Q23) FY2023 (vs. FY2022) 5 Guidance as of 12/4/2023

XML

Document and Entity Information	Dec. 04, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	KEYCORP /NEW/
Amendment Flag	false
Entity Central Index Key	0000091576
Document Type	8-K
Document Period End Date	Dec. 04, 2023
Entity File Number	001-11302
Entity Incorporation State Country Code	OH
Entity Tax Identification Number	34-6542451
Entity Address, Address Line One	127 Public Square
Entity Address, City or Town	Cleveland
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44114-1306
City Area Code	(216)
Local Phone Number	689-6300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Shares 1 Par Value [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Shares, $1 par value
Trading Symbol	KEY
Security Exchange Name	NYSE
Depositary Shares Each Representing A 140th Interest In A Share Of Fixed To Floating Rate Perpetual Not Cumulative Preferred Stock Series E 4 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)
Trading Symbol	KEY PrI
Security Exchange Name	NYSE
Depositary Shares Each Representing A 140th Interest In A Share Of Fixed Rate Perpetual Not Cumulative Preferred Stock Series F 1 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)
Trading Symbol	KEY PrJ
Security Exchange Name	NYSE
Depositary Shares Each Representing A 140th Interest In A Share Of Fixed Rate Perpetual Not Cumulative Preferred Stock Series G 2 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)
Trading Symbol	KEY PrK
Security Exchange Name	NYSE
Depositary Shares Each Representing A 140th Interest In A Share Of Fixed Rate Reset Perpetual Not Cumulative Preferred Stock Series H 3 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H)
Trading Symbol	KEY PrL
Security Exchange Name	NYSE