Material Event (Form 8-K)

On June 10, 2026, KeyCorp (the "Company") updated its Medium-Term Note Program, under which the Company may issue from time to time Senior Medium-Term Notes, Series U (the "Series U Notes"), and Subordinated Medium-Term Notes, Series V (the "Series V Notes," and together with the Series U Notes, the "Notes"). The Series U 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, a Second Supplemental Indenture dated as of November 13, 2013, and a Third Supplemental Indenture dated as of May 23, 2022 (as so amended, the "Senior Indenture") between the Company and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) ("Deutsche Bank"), as Senior Note Trustee, and the Officers' Certificate and Company Order dated as of June 10, 2026, pursuant to Sections 201, 301 and 303 of the Senior Indenture. The Series V 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, a Second Supplemental Indenture dated as of November 13, 2013, and a Third Supplemental Indenture dated as of June 16, 2023 (as so amended, the "Subordinated Indenture") between the Company and Deutsche Bank, as Subordinated Note Trustee, and the Officers' Certificate and Company Order dated June 10, 2026, 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. 333-296536, filed on June 5, 2026.