KEY KEYCORP /NEW/
Price Chart
Executive Summary
KeyCorp filed an S-3 registration statement solely for the resale of 158,723,874 common shares by The Bank of Nova Scotia (selling shareholder). The shares were originally issued to BNS in August and December 2024 via two tranches at $17.17/share under the Investment Agreement. KeyCorp receives no proceeds from this resale shelf; the filing is a routine administrative step to facilitate BNS's exit or liquidity, not a new capital raise.
Actionable Insight
This is a secondary resale shelf with no new share issuance — no dilution or capital benefit to KeyCorp. Watch for prospectus supplements indicating BNS's actual sale intentions; a large block trade or steady ATM selling could create pressure on KEY common stock. The preferred shares (KEY-PL) are not directly affected, but a significant sell-off in the common could spill over into preferred prices. Monitor the pace of BNS sales for trading signals.
Key Facts
- Registers 158,723,874 common shares for resale by The Bank of Nova Scotia, representing ~14.7% of KeyCorp's outstanding common shares (based on 1,079,368,644 shares outstanding as of May 31, 2026).
- KeyCorp receives zero proceeds from any sales under this shelf; all proceeds go to the selling shareholder.
- The shares were originally issued at $17.17/share in two tranches in 2024, for total aggregate consideration of ~$2.8 billion.
- The shelf is a carry-forward under Rule 415(a)(6) from a prior S-3ASR (File No. 333-272573, effective June 9, 2023), using the previously paid $455,054.36 filing fee.
- The last reported sale price of KEY common stock on June 2, 2026 was $21.18/share, representing a ~23% premium to BNS's purchase price of $17.17.
Financial Impact
No new capital raised. The entire ~$3.3 billion aggregate market value of the registered shares (at $21.18/share) goes to the selling shareholder if fully sold. Potential overhang from a ~14.7% float overhanging the market, but no dilution since the shares are already outstanding.
Risk Factors
- Overhang of ~14.7% of outstanding shares could pressure KEY common stock if BNS executes a large block or aggressive ATM program.
- No guaranteed floor on BNS's exit price; forced selling could amplify downside.
- Market may interpret any sudden or large-scale BNS selling as a negative signal about the strategic relationship or BNS's view of KeyCorp's value.
Market Snapshot
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3 Filing (Primary) | 0001193125-26-259500 |
| Document: d80483dexfilingfees.htm | 0001193125-26-259500 |
| Document: d80483dex5a.htm | 0001193125-26-259500 |
| Document: d80483dex24a.htm | 0001193125-26-259500 |
| Document: d80483dex23a.htm | 0001193125-26-259500 |
| Document: d80483dex15a.htm | 0001193125-26-259500 |
| Document: 0001193125-26-259500-index-headers.html | 0001193125-26-259500 |
| Document: 0001193125-26-259500-index.html | 0001193125-26-259500 |
| Document: 0001193125-26-259500.txt | 0001193125-26-259500 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 10, 2026
2d ago
|
424B5
| $24.79 awaiting T+1 | awaiting T+1 | — | $22.70 (−8.43%) |
|
Jun 5, 2026
7d ago
|
S-3
| $24.89 awaiting T+1 | awaiting T+1 | — | $22.70 (−8.80%) |
|
Jun 5, 2026
7d ago
|
S-3ASR
| $24.89 awaiting T+1 | awaiting T+1 | — | $22.70 (−8.80%) |
|
Jun 3, 2026
9d ago
|
8-K
| $20.23 $20.17 | ▼ −0.30% | ▲ +2.30% | $22.70 (+12.21%) |
|
May 29, 2026
14d ago
|
8-K
| $20.58 $20.45 | ▼ −0.63% | ▼ −0.78% | $22.70 (+10.30%) |
|
Mar 27, 2026
11w ago
|
DEFA14A
| $24.30 $24.23 | ▼ −0.29% | ▲ +0.07% | $22.70 (−6.58%) |
|
Feb 28, 2026
14w ago
|
Institutional Cluster
| $20.90 $20.50 | ▼ −1.92% | ▼ −1.00% | $22.70 (+8.63%) |
US Market Status
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