KeyCorp Files Preliminary Pricing Supplement for Fixed-to-Floating Senior Notes Due 2032

Offering Overview

On October 27, 2026, KeyCorp filed a preliminary pricing supplement on Form 424B5 pursuant to Rule 424(b)(5) under Registration No. 333-296536 for an offering of Senior Medium-Term Notes, Series U.

Key Terms of the Notes

• Issuer: KeyCorp
• Security: Senior Medium-Term Notes, Series U (Fixed-to-Floating Rate Senior Notes due 2032)
• Ranking: Unsecured and ranks equally with all other unsecured and senior indebtedness of KeyCorp.
• Maturity Date: 2032
• Denominations: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
• Interest Structure:
  • Fixed Rate Period: Semiannual interest payments through 2031 at a fixed per annum rate (to be determined at pricing), computed on a 360-day year of twelve 30-day months.
  • Floating Rate Period: Commencing in 2031/2032 until maturity, paying interest quarterly in arrears at a floating rate per annum equal to Compounded SOFR plus an agreed spread, computed on an actual/360 basis.
• Optional Redemption: Redeemable at KeyCorp's option on or after 180 days post-issue at a make-whole redemption price based on the Treasury Rate plus a spread, with par redemption available on the First Par Call Date (one year prior to maturity) and within one month prior to maturity.
• Listing: The company does not intend to list the notes on any securities exchange.

Underwriters & Syndicate

• Joint Book-Running Managers:
  • KeyBanc Capital Markets Inc. (Affiliate of KeyCorp; FINRA Rule 5121 applies)
  • Goldman Sachs & Co. LLC
  • Morgan Stanley & Co. LLC
  • RBC Capital Markets, LLC

Use of Proceeds

Proceeds from the offering are intended for general corporate purposes, which may include the redemption of certain outstanding series of preferred stock.