Item 1A. Risk Factors

For a discussion of certain risk factors affecting us, see the section titled “Supervision and Regulation” in Part I, Item 1. Business, on pages 11-24 of our 2025 Form 10-K; Part I, Item 1A. Risk Factors, on pages 25-43 of our 2025 Form 10-K; the section titled “Supervision and regulation” in this report; and our disclosure regarding forward-looking statements in this report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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.

On May 13, 2026, our Board of Directors authorized a new share repurchase program pursuant to which KeyCorp may purchase up to $3.0 billion of KeyCorp common shares, through open market purchases, privately negotiated transactions, or other means, including through Rule 10b5-1 plans and other programs, at the discretion of management and on terms that management deems to be advisable. The new repurchase authorization replaced KeyCorp’s previous $1.0 billion share repurchase authorization. The timing and price of repurchases as well as the actual number of shares repurchased under the new program will depend on a variety of factors, including general market conditions, the stock price, regulatory requirements and limitations, corporate liquidity requirements and priorities, and other factors. During the second quarter of 2026, Key adopted a Rule 10b5-1 trading arrangement to facilitate repurchases of its common stock under its share repurchase authorization.

As contemplated by the Investment Agreement, dated as of August 12, 2024, between KeyCorp and Scotiabank, in February 2025, we entered into an agreement with Scotiabank to permit Scotiabank to participate, through a periodic “true-up” right, in any repurchase by KeyCorp of its common stock on a pro rata basis.

During the second quarter of 2026, Key completed $341 million, or approximately 16 million shares, in share repurchases including $49 million, or approximately 2 million shares, from Scotiabank pursuant to our repurchase agreement described above. We also repurchased $1 million of shares related to equity compensation programs in the second quarter of 2026.

The following table summarizes our repurchases of our Common Shares for the three months ended June 30, 2026. Refer to Note 16 (“Shareholders' Equity”) for more information regarding share repurchases made during the three and six months ended June 30, 2026.

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