34 unchanged sentences
• “The Board of Directors and Its Committees — Board and Committee Responsibilities — Audit Committee”
−Removed: • “ Insider Trading Policies and Procedures ”
+Added: • “ Ownership of KeyCorp Equity Securities — Insider Trading Policies and Procedures ”
• “Additional Information — Other Proposals and Director Nominations for the 2027 Annual Meeting of Shareholders”
14 unchanged sentences
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information required by this item will be set forth in the sections captioned “Audit Matters — Ernst & Young’s Fees” and “Audit Matters — Pre-Approval Policies and Procedures” contained in the 2025 Proxy Statement, and is incorporated herein by reference.
+Added: The information required by this item will be set forth in the sections captioned “Audit Matters — Ernst & Young’s Fees” and “Audit Matters — Pre-Approval Policies and Procedures” contained in the 2026 Proxy Statement, which sections are incorporated herein by reference.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
37 unchanged sentences
4.16 Form of Depositary Receipt related to Series H Preferred Stock (included as part of Exhibit 4.15), filed as Exhibit 4.4 to Form 8-K on August 24, 2022.*
−Removed: 10.1 Form of Award of Non-Qualified Stock Options (effective June 12, 2009), filed as Exhibit 10.1 to Form 10-K for the year ended December 31, 2014.*
10.1 Form of Cash-settling Performance Shares Award Agreement (2023-2025), filed as Exhibit 10.7 to Form 10-K for the year ended December 31, 2022.* .
−Removed: 10.3 Form of Stock-settling Performance Shares Award Agreement (2023-2025), filed as Exhibit 10.7 to Form 10-K for the year ended December 31, 2022.* .
10.2 Form of Cash-settling Performance Shares Award Agreement (2024-2026), filed as Exhibit 10.6 to Form 10-K for the year ended December 31, 2023.
10.3 Form of Stock-settling Performance Shares Award Agreement (2025-2026), filed as Exhibit 10.1 to form 8-K on December 31,2024.
+Added: 10.4 Form of Cash-settling Performance Shares Award Agreement (2025-2027), filed as Exhibit 10.6 to Form 10-K for the year ended December 31, 2024.*
10.5 Form of Cash-settling Performance Shares Award Agreement (2026-2028).
2 unchanged sentences
10.8 Form of Stock Option Award Agreement under KeyCorp 2019 Equity Compensation Plan, effective 2020, filed as Exhibit 10.12 to Form 10-K for the year ended December 31, 2020.* .
+Added: 10.9 Form of Stock Option Award Agreement under the KeyCorp Amended and Restated 2019 Equity Compensation Plan, effective 2026.
10.10 Form of Restricted Stock Unit Award Agreement (New Hire/Retention) under KeyCorp 2019 Equity Compensation Plan, filed as Exhibit 10.4 to KeyCorp’s Registration Statement on Form S-8 on May 23, 2019, File No.
10.11 Form of Restricted Stock Unit Award Agreement under KeyCorp 2019 Equity Compensation Plan, effective 2020, filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2020.*
−Removed: 10.12 Form of Restricted Stock Unit Award Agreement under KeyCorp Amended and Restated 2019 Equity Compensation Plan.
−Removed: 10.13 Form of Restricted Stock Unit Award Agreement (New Hire/Retention) under KeyCorp Amended and Restated 2019 Equity Compensation Plan.
+Added: 10.12 Form of Restricted Stock Unit Award Agreement under KeyCorp Amended and Restated 2019 Equity Compensation Plan, filed as Exhibit 10.12 to Form 10-K for the year ended December 31, 2024.*
+Added: 10.13 Form of Restricted Stock Unit Award Agreement (New Hire/Retention) under KeyCorp Amended and Restated 2019 Equity Compensation Plan, filed as Exhibit 10.13 to Form 10-K for the year ended December 31, 2024.*
+Added: 10.14 Form of Restricted Stock Unit Award Agreement under KeyCorp Amended and Restated 2019 Equity Compensation Plan, effective 2026.
10.15 Form of Change of Control Agreement (Tier I) between KeyCorp and Certain Executive Officers of KeyCorp, dated as of March 8, 2012, filed as Exhibit 10.8 to Form 10-K for the year ended December 31, 2017.*
24 unchanged sentences
10.40 Amended and Restated KeyCorp Second Deferred Savings Plan (effective January 1, 2023), filed as Exhibit 10.40 to Form 10-K for the year ended December 31, 2022.*
−Removed: 10.40 Amended and Restated KeyCorp Second Deferred Savings Plan (effective May 8, 2023).
+Added: 10.41 Amended and Restated KeyCorp Second Deferred Savings Plan (effective May 8, 2023), filed as Exhibit 10.40 to Form 10-K for the year ended December 31, 2024.*
10.42 Amended and Restated First Niagara Bank and First Niagara Financial Group, Inc.
25 unchanged sentences
*Incorporated by reference.
−Removed: Copies of these Exhibits have been filed with
+Added: Copies of these Exhibits have been filed with the SEC.
Exhibits that are not incorporated by reference are filed with this report.
4 unchanged sentences
KeyCorp hereby agrees to furnish the SEC upon request, copies of instruments, including indentures, which define the rights of long-term debt security holders.
−Removed: The documents listed as Exhibits 10.1 through 10.44 constitute management contracts or compensatory plans or arrangements.
−Removed: In addition, certain confidential portions of the forms of award agreements listed within Exhibits 10.1 through Exhibit 10.44 may be omitted by means of marking
−Removed: such portions with the brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
+Added: The documents listed as Exhibits 10.1 through 10.45 constitute
+Added: management contracts or compensatory plans or arrangements.
+Added: In addition, certain confidential portions of the forms of award agreements listed within Exhibits 10.1 through Exhibit 10.45 may be omitted by means of marking such portions with the brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
FORM 10-K SUMMARY
−Removed: Not applicable.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the date indicated.
26 unchanged sentences
Vasos Director
−Removed: Wilson Director
* By James L.
2 unchanged sentences
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.