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 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, 2016, 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. Share price performance is not necessarily indicative of future price performance.

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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.

As previously reported and as authorized by the Board and pursuant to our 2021 capital plan (which is effective through the third quarter of 2022) submitted to and approved by the Federal Reserve, we have the authority to repurchase up to $1.5 billion of our Common Shares. During 2021, we repurchased $466 million of Common Shares under our previous 2020 capital plan authorization and $710 million under our current 2021 capital plan authorization.

The following table summarizes our repurchases of our Common Shares for the three months ended December 31, 2021.

(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. Excludes approximately 2.5 million shares received on December 21, 2021, upon settlement of the ASR program for which no cash was paid during the period. For further information on the ASR program including initial delivery and final settlement amounts, refer to Note 24 (“Shareholder’s Equity”).

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