8 unchanged sentences
Share price performance is not necessarily indicative of future price performance.
+Added: Assumes $100 investment at close of market on December 31, 2020, and reinvestment of dividends.
+Added: Total return = price change
+Added: Base Period 2021 2022 2023 2024 2025 5-year compound growth rate
+Added: KeyCorp $ 100 $ 145.92 $ 114.27 $ 101.10 $ 126.73 $ 159.96 12.85 %
+Added: S&P 500 100 128.71 105.40 133.10 166.40 196.16 15.96 %
+Added: Peer Companies 100 133.52 110.70 109.38 138.10 161.52 11.69 %
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.
1 unchanged sentence
The amounts involved may be material.
−Removed: We did not complete any open market share repurchases in 2024, and have no Board-approved repurchase authorizations outstanding.
+Added: 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.
+Added: During the fourth quarter of 2025, we began repurchasing shares under the share repurchase program.
+Added: 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.
+Added: 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.
+Added: In the fourth quarter of 2025, Key completed $200 million, or approximately 11.1 million shares, in share repurchases including $17 million, or approximately 0.9 million shares, from Scotiabank pursuant to our repurchase agreement described above.
+Added: We repurchased less than $1 million of shares related to equity compensation programs in the fourth quarter of 2025.
During 2025, Key repurchased $35 million of shares related to equity compensation programs.
−Removed: On August 30, 2024, KeyCorp issued 47,829,359 Common Shares for approximately $821 million in gross proceeds to Scotiabank pursuant to the first closing under the Investment Agreement.
−Removed: On December 27, 2024, Scotiabank completed the second and final purchase of 115,042,316 Common Shares under the Investment Agreement with an investment of approximately $2.0 billion in gross proceeds.
−Removed: These acquisitions were exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), by virtue of the exemption provided by Section 4(a)(s) of the Securities Act.
The following table summarizes our repurchases of our common shares for the three months ended December 31, 2025.
3 unchanged sentences
Average price paid
−Removed: per share Total number of shares purchased as part of publicly announced plans or programs Dollar value of shares that may yet be purchased as part of publicly announced plans or programs (b)
+Added: per share Total number of shares purchased as part of publicly announced plans or programs Dollar value of shares that may yet be purchased as part of publicly announced plans or programs
October 1 - 31 3,862,365 $ 17.51 3,862,365 $ 932,387,436
3 unchanged sentences
(a) Includes Common Shares deemed surrendered by employees in connection with our stock compensation and benefit plans to satisfy tax obligations.
−Removed: We did not complete any open market share repurchases in the fourth quarter of 2024.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.