Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The following disclosures included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to Consolidated Financial Statements contained in Item 8 of this report, are incorporated herein by reference:

The following graph compares the price performance of our Common Shares (based on an initial investment of $100 on December 31, 2015, and assuming reinvestment of dividends) with that of the S&P 500 Index and a group of other banks that constitute our peer group. The peer group consists of the banks that make up the S&P 500 Regional Bank Index and the banks that make up the Standard & Poor’s 500 Diversified Bank Index. We are included in the S&P 500 Index and the peer group.

(a)Share price performance is not necessarily indicative of future price performance.

From time to time, KeyCorp or its principal subsidiary, KeyBank, may seek to retire, repurchase, or exchange outstanding debt of KeyCorp or KeyBank, and capital securities or preferred stock of KeyCorp, through cash purchase, privately negotiated transactions, or otherwise. Such transactions, if any, depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, and other factors. The amounts involved may be material.

In January 2021, the Board of Directors authorized the repurchase of up to $900 million of our common shares, effective through the third quarter of 2021. Under our previous authorization pursuant to our 2019 capital plan, we completed $152 million of Common Share repurchases in the first quarter of 2020, including $117 million of Common Share repurchases in the open market and $35 million of Common Share repurchases related to employee equity compensation programs. These repurchases were completed prior to our announcement to temporarily suspend share repurchase activity on March 17, 2020 in response to the COVID-19 pandemic. We repurchased a total of $489 million of common shares pursuant to the 2019 capital plan, dating back to the third quarter of 2019.

The following table summarizes our repurchases of our Common Shares for the three months ended December 31, 2020.

(a)Includes Common Shares repurchased in the open market and those deemed surrendered by employees in connection with our stock compensation and benefit plans to satisfy tax obligations.

(b)Calculated using the remaining general repurchase amount divided by the closing price of KeyCorp Common Shares as follows: on October 30, 2020, at $12.98; on November 30, 2020, at $15.46; and on December 31, 2020, at $16.41.