KEY: Leadership change · Other company developments

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Board of Directors (the “Board” or “Board of Directors”) of KeyCorp (“KeyCorp” or the “Company”) previously approved, subject to shareholder approval, the KeyCorp 2026 Equity Compensation Plan (the “2026 Plan”). As described below under Item 5.07, KeyCorp shareholders approved the 2026 Plan at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 14, 2026. The 2026 Plan provides the Company with the ability to offer equity-based compensation to its employees and non-employee directors in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units, dividend equivalents, and other awards. These awards are designed to advance the interests and long-term success of the Company and its shareholders by providing equity-based incentives for effective service and high levels of performance by plan participants. The 2026 Plan also increased the annual limit on the equity and cash compensation of non-employee directors from $500,000 to $750,000. A description of the material terms of the 2026 Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026 (the “Proxy Statement”). The foregoing description of the 2026 Plan is qualified in its entirety by reference to the full text of the 2026 Plan, a copy of which is included as Exhibit 10.1 and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, shareholders elected all fourteen of the directors nominated by the KeyCor