Filed pursuant to Rule 424(b)(5)
Registration No. 333-272573
PRICING SUPPLEMENT
(To Prospectus dated June 9, 2023
and
Prospectus Supplement dated June 16, 2023)
Senior Medium-Term Notes, Series S
$1,000,000,000
6.401% Fixed-to-Floating Rate Senior
Notes due March 6, 2035
This pricing supplement describes the series of our
fixed-to-floating rate senior notes that will be issued under our medium-term note program, Series S. In this pricing supplement, we refer to our 6.401% fixed-to-floating rate senior notes due March 6, 2035 as the notes. This pricing supplement supplements the terms and conditions in the prospectus, dated
June 9, 2023 (the Base Prospectus), as supplemented by the prospectus supplement dated June 16, 2023 (the Prospectus Supplement and, together with the Base Prospectus, including all documents incorporated by
reference, the Prospectus), which should be read together with this pricing supplement. The notes are unsecured and rank equally with all of our other unsecured and senior indebtedness outstanding from time to time. We do not intend to
list the notes on any securities exchange.
The notes will mature on March 6, 2035 and will be issued in minimum denominations of $2,000 and
any larger amount that is a whole multiple of $1,000. Interest on the notes will accrue from February 28, 2024. We will initially pay interest on the notes semiannually in arrears on March 6 and September 6 of each year, beginning September 6, 2024,
and ending on March 6, 2034 (the Fixed Rate Period) at a fixed rate per annum equal to 6.401%. Beginning on June 6, 2034, we will pay interest on the notes quarterly in arrears on June 6, September 6, and December 6, and at the maturity
date (the Floating Rate Period) at a floating rate per annum equal to Compounded SOFR, calculated based on the Compounded Index Rate (as such terms are defined in the Prospectus), plus a spread of 2.420%. Interest will be paid to the
persons in whose name the notes are registered at the close of business on the 15th calendar day prior to each interest payment date, whether or not a business day. Interest on the notes will be
computed on the basis of a 360-day year of twelve 30-day months during the Fixed Rate Period. Interest on the notes will be computed on the basis of a 360-day year and actual number days in each interest period (or any other relevant period) during the Floating Rate Period. We have the option to redeem the notes, at the applicable times and at the applicable
redemption price set forth under Supplemental Information Concerning Description of NotesOptional Redemption. If the maturity date or an interest payment date during the Fixed Rate Period for the notes is not a business day, we
will pay principal, premium, if any, and interest for the notes on the next business day, and no interest will accrue from and after the maturity date or interest payment date. If an interest payment date during the Floating Rate Period for the
notes is not a business day, we will pay principal, premium, if any, and interest for the notes on the next business day, provided that if that business day falls in the next succeeding calendar month, such interest payment date will be the
immediately preceding business day and in any such case the payment of interest due on such postponed or brought forward interest payment date will include interest accrued to but excluding such postponed or brought forward interest payment date.
The notes are not subject to repayment at the option of the holder at any time prior to maturity and will not be subject to any sinking fund.
Investing in
the notes involves risk. See Risk Factors beginning on page S-6 of the accompanying prospectus supplement for certain information relevant to an investment in the notes,
and the discussion of risk factors contained in our annual, quarterly and current reports filed with the Securities and Exchange Commission (the SEC) under the Securities Exchange Act of 1934, the (Exchange Act) which are
incorporated by reference into the Prospectus and this pricing supplement.
The notes are not savings accounts, deposits or other
obligations of any of our bank or non-bank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency.
None of the SEC, any state securities commission, the Board of Governors of the Federal Reserve System or any other regulatory body have
approved or disapproved of the notes or passed upon the adequacy or accuracy of the Prospectus and this pricing supplement. Any representation to the contrary is a criminal offense.
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Per Note |
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Total |
|
Public Offering Price(1) |
|
|
99.998 |
% |
|
$ |
999,980,000 |
|
Underwriting Discount |
|
|
0.450 |
% |
|
$ |
4,500,000 |
|
Proceeds (before expenses) to
KeyCorp(1) |
|
|
99.548 |
% |
|
$ |
995,480,000 |
|
(1) Plus accrued interest, if any, from February 28, 2024, if settlement occurs after that date.
One of the underwriters for this offering, KeyBanc Capital Markets Inc., is our affiliate. For more information, see Supplemental
Information Concerning the Plan of Distribution (Conflicts of Interest) on the last page of this pricing supplement.
We expect to
deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants on or about February 28, 2024.
Joint
Book-Running Managers
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KeyBanc Capital Markets |
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RBC Capital Markets |
|
Citigroup |
|
Morgan Stanley |
Senior Co-Managers
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BofA Securities |
|
Goldman Sachs & Co. LLC |
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J.P. Morgan |
Co-Managers
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Academy Securities |
|
CastleOak Securities, L.P. |
February 26, 2024