KEYCORP /NEW/

For the period ended May 14, 2026. Filed Mar 27, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2026 · Filed Mar 27, 2026

KEY$20.85-0.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under Rule 14a-12

KEYCORP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Message to Shareholders CHRISTOPHER M. GORMAN Chairman of the Board and Chief Executive Officer

Dear fellow shareholder: On behalf of your Board of Directors, I am pleased to invite you to KeyCorp’s 2026 Annual Meeting of Shareholders on Thursday, May 14, 2026, beginning at 8:30 a.m., ET. Shareholders will be provided an opportunity to ask questions about KeyCorp’s business and affairs. Information about how to attend the virtual meeting is on page 85 of this proxy statement. I look forward to this opportunity to share my perspective on our company’s performance in 2025. I remain very optimistic about our ability to realize KeyCorp’s earnings potential while concurrently delivering value for you, our shareholders, and every stakeholder we serve. You will be asked to vote on several items including the election of directors, our 2025 executive compensation program (the “say-on-pay” vote), ratification of Ernst & Young as our independent auditor for 2026, and approval of KeyCorp’s 2026 Equity Compensation Plan. We encourage you to review this year’s notice and proxy statement, which contain important information about proxy voting and the business to be conducted at the meeting. We hope you will attend the virtual meeting and we encourage you to vote your shares in advance either online, by returning your completed proxy card to us, or by telephone. Every shareholder’s vote is important. Please vote as promptly as possible to ensure that your shares are represented at our Annual Meeting of Shareholders. Thank you for your continued support. Sincerely, Christopher M. Gorman

Notice of Annual Meeting of Shareholders of KeyCorp

Date and Time:	Place:
Thursday, May 14, 2026, at 8:30 a.m., ET	To be held virtually – Virtual Meeting Link: meetnow.global/MNZ7TLW

Items of Business:

At the meeting, the shareholders will vote on the following matters:

1.	Election of the 14 directors named in the proxy statement to serve one-year terms expiring in 2027;

2.	Ratification of Ernst & Young LLP as independent auditors for KeyCorp for the fiscal year ending December 31, 2026;

3.	Advisory approval of KeyCorp’s executive compensation;

4.	Approval of the KeyCorp 2026 Equity Compensation Plan; and

5.	Such other business as may properly come before the meeting or any postponement or adjournment thereof.

Record Date:

Shareholders of record of KeyCorp common shares at the close of business on Friday, March 20, 2026, have the right to receive notice of and to vote at the Annual Meeting and any postponement or adjournment thereof.

Delivery of Proxy Materials:

We will first mail the Notice of Internet Availability of Proxy Materials to our shareholders on or about Monday, March 30, 2026. On or about the same day, we will begin mailing paper copies of our proxy materials to shareholders who have requested them.

Voting:

It is important that your shares are represented and voted at the meeting. You may vote by telephone, online (before or during the meeting), or by mailing your signed proxy card in the enclosed return envelope if the proxy statement was mailed to you. If you do attend the virtual meeting, you may withdraw any previously-voted proxy and personally vote on any matter properly brought before the meeting by voting during the meeting in the virtual meeting platform.

Shareholder Questions:

Every shareholder has an opportunity during the meeting to submit questions, both on the proposals being presented to shareholders and on general matters relating to KeyCorp and its business. For more information on how to access the virtual Annual Meeting platform in order to submit questions or vote on the proposals, please refer to the “General Information about the Annual Meeting” section of the proxy statement beginning on page 85.

By Order of the Board of Directors

James L. Waters

Secretary and General Counsel

March 27, 2026

Internet Availability of Proxy Materials: IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON THURSDAY, MAY 14, 2026: Our 2026 proxy statement, proxy card, and Annual Report on Form 10-K for the year ended December 31, 2025, are available at www.envisionreports.com/key.

Proxy Statement

The Board of Directors of KeyCorp (“KeyCorp,” “Key,” the “Company,” “our,” “us” or “we”) is furnishing you with this proxy statement to solicit shareholder proxies to be voted at the 2026 Annual Meeting of Shareholders to be held on May 14, 2026 (the “Annual Meeting”), and at all postponements and adjournments thereof. The 2026 Annual Meeting will be held virtually and will be accessible at the following link: meetnow.global/MNZ7TLW.

The mailing address of our principal executive office is 127 Public Square, Cleveland, Ohio 44114. KeyCorp employs the cost-effective and environmentally-conscious “notice and access” delivery method. This allows us to give our shareholders access to a full set of our proxy materials online. Beginning on or about March 30, 2026, we will send to most of our shareholders, by mail ore-mail, a notice explaining how to access our proxy materials and vote online. This notice is not a proxy card and cannot be used to vote your shares. On or about March 30, 2026, we will also begin mailing paper copies of our proxy materials to shareholders who have requested them.

All record holders of KeyCorp common shares at the close of business on Friday, March 20, 2026, are entitled to vote. On that date, there were 1,072,693,693 KeyCorp common shares outstanding. Holders of KeyCorp common shares are entitled to one vote for each share held of record.

This summary contains highlights of information contained elsewhere in our proxy statement and does not contain all of the information that you should consider. Please read the entire proxy statement before you vote.

Proposals for the Annual Meeting

Proposal	Page	BoardRecommendation
1. Election of Directors You are being asked to elect 14 directors. Each of the nominees is standing for election to hold office until the 2027 Annual Meeting of Shareholders.	1	“FOR” each nominee
2. Auditor Ratification You are being asked to ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent auditor for fiscal year 2026. One or more representatives of Ernst & Young LLP will be present at the meeting to respond to appropriate questions from shareholders.	74	“FOR”
3. Say-on-Pay You are being asked to approve, on an advisory, non-binding basis, compensation paid to KeyCorp’s Named Executive Officers (as defined on page 33 of this proxy statement). This advisory vote is held on an annual basis.	75	“FOR”
4. KeyCorp’s 2026 Equity Compensation Plan You are being asked to approve KeyCorp’s 2026 Equity Compensation Plan for KeyCorp’s employees and nonemployee directors. A copy of the 2026 Equity Compensation Plan is attached to this proxy statement as Appendix A.	76	“FOR”

2026 Director Nominees

Name · Age · DirectorSince · Independent · Current Committee Memberships
Audit · C&O · NCGC · Risk · Technology · Executive
Jacqueline L. Allard	54	2024	Yes					✓
Alexander M. Cutler	74	2000	Yes		✓	Chair			✓
H. James Dallas	67	2005	Yes			✓	✓	Chair
Antonio DeSpirito	57	—	Yes
Elizabeth R. Gile	70	2010	Yes			✓	Chair
Christopher M. Gorman	65	2019	No						Chair
Robin N. Hayes	59	2020	Yes	✓				✓
Christopher L. Henson	64	—	Yes
Richard J. Hipple	73	2012	Yes	Chair		✓			✓
Somesh Khanna	61	2024	Yes				✓
Devina A. Rankin	50	2020	Yes				✓	✓
Barbara R. Snyder	70	2010	Yes		✓	✓			✓
Richard J. Tobin	62	2021	Yes	✓				✓
Todd J. Vasos (1)	64	2020	Yes		Chair	✓			✓

(1)	Serves as KeyCorp’s independent Lead Director.

Voting Your Shares

Who May Vote:	Voting Online Prior to Meeting:	Voting During the Meeting:
Shareholders of record as of the close of business on March 20, 2026.	Registered holders can go to www.envisionreports.com/key or scan the QR code on the Notice of Internet Availability of Proxy Materials or the proxy card, and follow the instructions. If you hold your shares in street name, please follow the instructions found on your voting instruction form.	Registered holders will need the 15-digit control number appearing on the Notice of Internet Availability of Proxy Materials or proxy card distributed to you. Beneficial holders have two options: (1) Submit proof of your legal proxy issued by your broker, bank, or other nominee that holds your shares by sending a copy of the legal proxy, along with your name and email address, by e-mail or mail as further described in the “General Information about the Annual Meeting” section of the proxy statement. Requests for a control number must be labeled as “Legal Proxy” and be received by Computershare no later than 5:00 p.m., ET, on Monday, May 11, 2026. (2) An industry solution has been developed to allow beneficial owners to register to vote online through the virtual meeting platform. We expect the vast majority of beneficial owners will be able to vote using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience only, and there is no guarantee this option will be available for every type of beneficial owner voting control number. For more information on how to vote during the Annual Meeting, please refer to the “General Information about the Annual Meeting” section of the proxy statement beginning on page 85.
Voting by Mail:	Voting by Telephone:
Complete, sign, and date the proxy card and return it in the envelope that was provided in the proxy statement mailing package.	Follow the instructions on your proxy card.

Even if you plan to attend the Annual Meeting virtually, we encourage all shareholders to vote in advance of the meeting.

2025 Performance Highlights

Our results demonstrated the continued progress we are making on our organic path to achieving consistently higher returns on capital. We met or exceeded each financial target we communicated at the beginning of the year while continuing to make meaningful investments in our franchise. We achieved record revenue, and grew commercial clients, relationship households, deposits, pipelines, and assets under management. Throughout the year, we maintained peer-leading capital ratios.

Client Momentum	Strengthened existing relationships by supporting clients with our balance sheet and grew new relationships • Grew commercial clients by 2% and commercial loans by 6%, including C&I loans by 9% • Average client deposits and relationship households both grew by 2% • Raised nearly $140 billion on behalf of our clients while retaining 20% on our balance sheet
Grew Differentiated Fee-Based Businesses	Broad-based momentum in investment banking, wealth management, and commercial payments while increasing our front-line banker count by approximately 10% • Second best year in our history of investment banking and debt placement fees • Record assets under management of $70 billion as of December 31, 2025; third consecutive year of record sales production in mass affluent segment • Commercial payments fee-equivalent revenue grew 11%
Delivered on Financial Commitments	Met or exceeded each financial target communicated at the beginning of the year • Delivered full year record revenue, up 16% year-over-year (1), with net interest income up 23% and fees up 7.5% (1); Fourth quarter 2025 net interest income was 15% higher compared to the fourth quarter of 2024 • Grew pre-provision net revenue by 44% compared to 2024 (1) • Made substantial progress toward our commitment to achieve a 15%+ return on tangible common equity and 3.25%+ net interest margin by year-end 2027 (2)
Strong Capital Position and Commenced More Meaningful Return of Capital	Ended the year with peer-leading capital position; committed to more meaningful return of capital in 2026 • Common Equity Tier 1 (CET1) ratio of 11.8%; “Marked” CET1 ratio, which adjusts for unrealized available-for-sale securities and pension losses, of 10.4% • Repurchased $200 million shares in 4Q25; planned $1.2 billion+ of repurchases in 2026
Disciplined Risk Management	Strong risk-management discipline with solid credit outcomes • Net charge-off ratio remained low at 41 bps in 2025 • Nonperforming assets, criticized loans, and delinquencies improved over the course of the year • High quality NDFI portfolio, approximately 90% investment grade with disciplined client selection; supportable, transparent structures; focus on risk diversity

(1)

Non-GAAP measure adjusted for selected items: refer to page 90 of KeyCorp’s Annual Report on Form 10-K filed on February 23, 2026, “GAAP to Non-GAAP Reconciliation” within Management’s Discussion and Analysis for reconciliations and see page 27 of our Fourth Quarter 2025 Earnings Release Supplemental Information Package attached as Exhibit 99.2 to Form 8-K filed on January 20, 2026, for breakout of Selected Items Impact on Earnings.

(2)	Represents a forward-looking non-GAAP measure: refer to slide 28, “Forward-Looking Statements and Additional Information” of our Fourth Quarter 2025 Earnings Release Supplemental Information Package attached as Exhibit 99.2 to Form 8-K filed on January 20, 2026, for more information.

iii

Corporate Governance Practices

We are committed to meeting high standards of ethical behavior, corporate governance, and business conduct. Some of our corporate governance best practices include:

Director Elections	• Annual elections for all directors (page 1) • Majority voting in uncontested elections (page 5)

BoardIndependence

• All director nominees, other than Mr. Gorman, are independent under the New York Stock Exchange’s and KeyCorp’s standards of independence (page 21) • Our standing Board committees (Audit, Compensation and Organization, Nominating and Corporate Governance, Risk, and Technology) consist solely of independent directors (page 16) • Independent Lead Director—Todd J. Vasos—with extensive responsibilities (page 14) • Annual Lead Director evaluation and review of Board leadership structure by independent directors (pages 14 and 15) • Prior approval from the Lead Director of the Board agenda, schedule, and materials (page 14)

Standing Board Committees		Audit Committee		14 meetings in 2025		(page 16)
	Compensation and Organization Committee		8 meetings in 2025		(page 17)
	Nominating and Corporate Governance Committee		6 meetings in 2025		(page 17)
	Risk Committee		13 meetings in 2025		(page 18)
	Technology Committee		5 meetings in 2025		(page 18)

Practices and Policies

• Experienced Board membership • Commitment to Board refreshment, with a median tenure of five and a half years for incumbent directors standing for reelection and six new directors added since 2020; two additional new independent directors have been nominated for election (page 14) • Independent members of the Board met in executive session at every regular 2025 Board meeting (page 16) • Approximately 98% average attendance by directors at Board and committee meetings (page 16) • Annual self-assessments conducted by the Board, each committee, and each director (page 15) • Strong Board leadership in the oversight of enterprise risk (pages 18 and 19) • Semi-annual disclosure of KeyCorp political spending (page 25) • Strong director onboarding and education program (page 23)

Shareholder Engagement

• Active shareholder engagement program, with robust engagement on our executive compensation program and say-on-pay results (pages 22 and 23) • Engage with shareholders on a regular basis throughout the year to discuss a range of topics, including Company performance, strategy, risk management, executive compensation, corporate responsibility and sustainability, and corporate governance • Activities include ongoing communication, numerous investor conferences, on- and off-site analyst and investor meetings, and roadshows • Our Lead Director, certain committee chairs, and other directors participate in many of these engagements with our shareholders

For a more detailed discussion concerning KeyCorp’s corporate governance practices, please refer to the section entitled “The Board of Directors and Its Committees” beginning on page 14 of this proxy statement.

Corporate Responsibility and Sustainability

We believe the best way to deliver long-term value is by delivering on our commitments to every stakeholder we serve – our shareholders, clients, colleagues, regulators, and communities. At Key, corporate responsibility and sustainability are central to who we are and how we do business – we are here to help our clients, colleagues, and communities thrive.

For more information on Key’s corporate responsibility and sustainability strategy, priorities, and highlights of our efforts in 2025, please see “Corporate Responsibility and Sustainability” on page 20 of this proxy statement and our annual disclosures, which can be found at https://www.key.com/about/corporate-responsibility/crreports.html.

Executive Compensation Highlights

Our compensation philosophy is guided by the following principles:

•	We have a pay for performance philosophy (actual pay received under our variable compensation programs is tied to financial and strategic objectives);

•	Our short- and long-term incentive programs are aligned to the creation of shareholder value;

•	We deliver competitive pay in order to attract, retain, and motivate the talented executives we need to deliver value to our shareholders; and

•	We balance risk and reward in our compensation programs through a strong governance process.

We support our compensation program with a number of best practices in governance and executive compensation, including the following:

What We Do:	What We Don’t Do:
✓ Place the majority of executive officer pay “at risk” ✓ Deliver over half of NEO total target variable pay opportunity as long-term incentives ✓ Impose robust stock ownership guidelines ✓ Use tally sheets annually ✓ Review share utilization ✓ Retain an independent compensation consultant ✓ Maintain clawback and forfeiture policies	× No employment agreements for executive officers × No tax gross-ups × No “single trigger” change of control agreements × No active SERPs × No hedging or pledging of KeyCorp securities × No “timing” of equity grants × No repricing or backdating of stock options

2025 was a strong year for Key, reflecting steady execution and continued momentum across the organization. Results included revenue and net interest income growth, disciplined expense management, and positive operating leverage, alongside year-over-year growth in tangible book value per share and adjusted earnings per share. We also maintained a strong capital position and returned capital to shareholders through dividends and share repurchases, building for continued sound, profitable growth in 2026 and beyond.

What We Did:

How it Aligns to our Philosophy:

• Responsiveness to Shareholders: In 2025, we expanded shareholder outreach and undertook an extensive review of executive compensation design, disclosure, and outcomes – using peer benchmarking, market practice review, scenario analysis, and direct investor feedback (including outreach to top shareholders and Compensation and Organization Committee Chair and Lead Director participation in discussions) to understand and respond to the Say-on-Pay outcome. • Annual Incentive Plan: For 2025, based on feedback from our shareholders, we revisited the design of the KeyCorp Annual Incentive Plan in order to simplify the plan, reducing the number of metrics and replacing Earnings Per Share (“EPS”) with Pre-Provision Net Revenue (“PPNR”). • Long-Term Incentive Plan: We continued to deliver 70% of our long-term incentive compensation to executive officers as “performance-based compensation,” with 60% of our long-term incentive compensation awards delivered as cash-settled performance shares, which we refer to as Performance Awards.

• The 2025 expanded shareholder engagement process, initiated in light of the prior Say-on-Pay vote, reflects our philosophy of continuous improvement. Through direct dialogue and careful consideration of investor input, we implemented targeted refinements to our compensation program to continue to support the creation of long-term shareholder value. • For the 2025 performance year, the KeyCorp Annual Incentive Plan was significantly streamlined considering feedback from our shareholders by reducing the number of metrics from five to three. The 2025 KeyCorp Annual Incentive Plan focuses on our performance against PPNR and Return on Tangible Common Equity (“ROTCE”) goals, as well as our progress against established and selected Enterprise Priorities. More information about the 2025 KeyCorp Annual Incentive Plan is available under 2025 Annual Incentive Plan Performance & Funding, on page 37 of this proxy statement. More information about feedback from shareholders is available under Responsiveness to Shareholders & Say-on-Pay Outcomes, beginning on page 31 of this proxy statement. • The approved funding rate of 120% for 2025 reflects continued growth in our core business model, and is reflective of our positioning for continued sound, profitable growth in 2026. • Since 2021, we have delivered our long-term incentive compensation as 60% Performance Awards, 30% restricted stock units, and 10% stock options with a 10% premium on the exercise price, tying the compensation of our executive officers to our share price and our financial performance in order to align our long-term incentives to the creation of shareholder value.

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