KEYCORP /NEW/
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 4, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001628280-26-030507
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001628280-26-052671
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 7 previous paragraphs and 7 current paragraphs.
4 unchanged; 3 reworded; 0 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Reworded paragraphs (3)
Previous wording
On March 13, 2025, our Board of Directors authorized a share repurchase program pursuant to which we may purchase up to $1.0 billion of KeyCorp common shares, in the open market or in privately negotiated transactions. During the fourth quarter of 2025, we began repurchasing shares under the share repurchase program. The timing and price of repurchases as well as the actual number of shares repurchased under the program will be at the discretion of KeyCorp and will depend on a variety of factors, including general market conditions, the stock price, regulatory requirements and limitations, corporate liquidity requirements, and other factors.
Current wording
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.
Previous wording
During the first quarter of 2026, Key completed $389 million, or approximately 18 million shares, in share repurchases including $45 million, or approximately 2 million shares, from Scotiabank pursuant to our repurchase agreement described above. We also repurchased $46 million of shares related to equity compensation programs in the first quarter of 2026.
Current wording
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.
Previous wording
The following table summarizes our repurchases of our Common Shares for the three months ended March 31, 2026. Refer to Note 16 (“Shareholders' Equity”) for more information regarding share repurchases made during the three months ended March 31, 2026.
Current wording
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.