Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2020   KeyCorp (Exact name of registrant as specified in charter)   001-11302 (Commission File Number) Ohio   34-6542451 (State or other jurisdiction of incorporation)   (I.R.S. Employer Identification No.) 127 Public Square Cleveland , Ohio 44114-1306 (Address of principal executive offices and zip code) (216) 689-6300 (Registrant’s telephone number, including area code)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered Pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Shares, $1 par value   KEY   New York Stock Exchange Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)   KEY PrI   New York Stock Exchange Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)   KEY PrJ   New York Stock Exchange Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)   KEY PrK   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐     Item 8.01 Other Events. On June 9, 2020, KeyCorp (the “Company”) updated its Medium-Term Note Program, under which the Company may issue from time to time Senior Medium-Term Notes, Series Q (the “Series Q Notes”), and Subordinated Medium-Term Notes, Series R (the “Series R Notes,” and together with the Series Q Notes, the “Notes”). The Series Q Notes will be issued pursuant to the Indenture dated as of June 10, 1994, as amended by a First Supplemental Indenture dated as of November 14, 2001 and further amended by a Second Supplemental Indenture dated as of November 13, 2013 (as so amended, the “Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas, as Senior Note Trustee, and the Officers’ Certificate and Company Order dated June 9, 2020, pursuant to Sections 201, 301 and 303 of the Senior Indenture. The Series R Notes will be issued pursuant to the Indenture dated as of June 10, 1994, as amended by a First Supplemental Indenture dated as of November 14, 2001 and further amended by a Second Supplemental Indenture dated as of November 13, 2013 (as so amended, the “Subordinated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as Subordinated Note Trustee, and the Officers’ Certificate and Company Order dated June 9, 2020, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3, File No.  333- 239044. Item 9.01 Financial Statements and Exhibits. (d) Exhibits   1.1     Distribution Agreement dated June 9, 2020 between the Company and the Agents named therein.             4.1     Officers’ Certificate and Company Order dated June 9, 2020, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture (excluding exhibits thereto).             4.2     Officers’ Certificate and Company Order dated June 9, 2020, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture (excluding exhibits thereto).             4.3     Specimen of Notes:                     (a)   Series Q Fixed Rate Note;                     (b)   Series Q Floating Rate Note;                     (c)   Series Q Master Global Note;                     (d)   Series R Fixed Rate Note;                     (e)   Series R Floating Rate Note; and                     (f)   Series R Master Global Note.             104     Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     KEYCORP           Date: June 9, 2020     /s/ Craig T. Beazer     By:   Craig T. Beazer     General Counsel and Secretary