Form 424B3 KEYCORP /NEW/

Filed pursuant to Rule 424(b)(3)
Registration No. 333-239044

 

The information contained in this preliminary prospectus
supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and are not soliciting an offer to buy these securities,
in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED AUGUST 17,
2022.                

PROSPECTUS SUPPLEMENT

(To Prospectus Dated June 9, 2020)

 

 

LOGO

Depositary Shares Each Representing a 1/40th Ownership Interest in a Share of

Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H

We are offering                depositary shares, each
representing a 1/40th ownership interest in a share of our Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H, par value $1.00 per share, with a liquidation preference of $1,000 per share
(equivalent to $25 per depositary share) (the “Series H Preferred Stock”). As a holder of depositary shares, you will be entitled to all proportional rights, preferences and other provisions of the Series H Preferred Stock (including those
related to dividends, voting, redemption, and liquidation). You must exercise such rights through the depositary.

We will pay
dividends on the Series H Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of our board of directors, to the extent that we have lawfully available funds to pay dividends. If declared, dividends
will accrue and be payable, quarterly in arrears, (i) from and including the date of original issuance to, but excluding December 15, 2027 (the “First Reset Date”) or the date of earlier redemption, at a rate
of         % per annum, on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2022, and (ii) from and including December 15, 2027,
during each reset period, at a rate per annum equal to the five-year treasury rate as of the most recent reset dividend determination date (as described elsewhere in this prospectus supplement) plus        %,
on March 15, June 15, September 15, and December 15 of each year, commencing on March 15, 2028, except in each case where such day is not a business day. Upon payment of any dividends on the Series H Preferred Stock, holders
of depositary shares are expected to receive a proportionate payment. If our board of directors or any duly authorized committee of the board has not declared a dividend on the Series H Preferred Stock before the dividend payment date for any
dividend period, such dividend shall not be cumulative and shall not be payable for such dividend period, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Series H Preferred Stock are declared
for any future dividend period.

The Series H Preferred Stock has no stated maturity date. The Series H Preferred Stock may be
redeemed at our option, subject to prior Federal Reserve approval, in whole or in part, on December 15, 2027 or any dividend payment date thereafter, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus
any declared and unpaid dividends, without regard to any undeclared dividends. The Series H Preferred Stock may be redeemed at our option, in whole, but not in part, at any time, within 90 days following the occurrence of a “regulatory capital
treatment event,” as described herein, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without regard to any undeclared dividends. The Series H Preferred Stock
will not have any voting rights, except as set forth under “Description of Series H Preferred Stock—Voting Rights” on page S-27. If we elect to redeem Series H Preferred Stock in part, the
depositary will redeem a proportionate amount of the depositary shares. Investors should not expect that we will redeem Series H Preferred Stock.

Application will be made to list the depositary shares on the New York Stock Exchange (the “NYSE”) under the symbol “KEY
PrL.” If the application is approved, trading of the depositary shares is expected to commence on the NYSE within a 30-day period after the original issue date of the depositary shares. Our common stock
is listed on the NYSE under the symbol “KEY.”

The depositary shares are equity securities and not bank deposits, and
are not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

 

Investing in the depositary shares involves risks. See “Risk Factors”
beginning on page S-12.

None of the Securities and Exchange Commission (the
“SEC”), any state securities commission, the FDIC, or any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

 

      

Price to

        Public    
    

      

Underwriting

Discount(1)

      

Proceeds to Us

(Before 
Expenses)(2)

 

Per depositary share

     $                  $                  $            

Total

     $                  $                  $            

 

 

(1)

Reflects                depositary shares sold to
institutional investors, for which the underwriters received an underwriting discount of $                per depositary share,
and                depositary shares sold to retail investors, for which the underwriters received an underwriting discount of
$                per depositary share.

(2)

Assumes no exercise of the underwriters’ option to purchase additional depositary shares described
below.

We have granted the underwriters an option, exercisable within 30 days from the date of this prospectus
supplement, to purchase up to an aggregate of                additional depositary shares solely to cover over-allotments, if any, at the public offering price less the
underwriting discount.

The underwriters are offering the depositary shares as set forth under “Underwriting.” Delivery of
the depositary shares in book-entry form through The Depository Trust Company (“DTC”) for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream
Banking, S.A. (“Clearstream”), is expected to be made on or about                , 2022 (T+    ).

Joint Book-Running Managers

 

BofA Securities   J.P. Morgan   Morgan Stanley   Wells Fargo Securities  

The date of this prospectus supplement is
                 , 2022.



Source link