Form 8-K Filing by KeyCorp

KeyCorp has filed a prospectus supplement to its Registration Statement on Form S-3 concerning the registration of 161,968,762 common shares. These shares were initially issued to The Bank of Nova Scotia (BNS) as per an Investment Agreement dated August 12, 2024. The filing, dated December 23, 2025, fulfills the requirement to file the prospectus supplement by December 27, 2025. The company has also filed a legal opinion from Squire Patton Boggs (US) LLP as an exhibit to this report. The legal opinion confirms that the shares are validly issued, fully paid, and non-assessable under Ohio and U.S. federal law. The filing also includes consents and interactive data as exhibits.