Terms

Series

Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G

Liquidation Preference

$1,000.00

Coupon Rate

5.625%

Rate Type

Fixed

Annual Dividend

$1.41

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

September 15, 2024

First Call Price

$25.00

Capital Stack Ranking

Junior To: Secured Debt, Unsecured Debt, All Indebtedness And Non-Equity Claims, Any Preferred Stock Expressly Senior To Series G; Pari Passu With: Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Any Other Parity Preferred Stock; Senior To: Common Stock, Junior Stock

Credit Rating (S&P)

below investment grade

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.025

Shares Offered

18,000,000

Prospectus Summary

KeyCorp, a large U.S. bank holding company, is offering 18,000,000 depositary shares (NYSE: KEY PrK), each representing a 1/40th interest in a share of its Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G, with a liquidation preference of $1,000 per underlying share ($25 per depositary share) and a fixed coupon of 5.625% per annum (approximately $0.352 per depositary share per quarter). The first optional redemption date is September 15, 2024, at par ($25). Critically, dividends are non-cumulative — if the board does not declare a dividend for any quarterly period, that payment is permanently lost and holders have no right to receive it in the future. As a holding company issue, these depositary shares are structurally subordinated to all liabilities of KeyBank (KeyCorp's principal subsidiary), including roughly $122 billion in deposits and borrowings, because KeyCorp depends on upstream dividends from KeyBank to fund payments. Within KeyCorp's own capital stack, Series G ranks junior to all secured and unsecured debt and pari passu with Series D, E, and F Preferred Stock (aggregate liquidation preference ~$1.45 billion). A regulatory capital treatment event call is present: if the Series G ceases to qualify as Additional Tier 1 capital under Federal Reserve rules — due to changes in law or regulation — KeyCorp may redeem all shares at par prior to the 2024 call date, subject to Federal Reserve approval. This is meaningful because Basel III rule changes could trigger early redemption at a time when replacement yield may be lower. At the $25 offering price, the effective yield is 5.625%. Dividends are paid quarterly on March 15, June 15, September 15, and December 15 (commencing September 15, 2019), with a record date falling 15 calendar days before each payment date. For individual U.S. holders, dividends generally qualify as 'qualified dividend income' taxed at a maximum 20% federal rate; U.S. corporate holders generally qualify for the 50% dividends-received deduction, though both benefits require sufficient current or accumulated earnings and profits. The key dividend stopper mechanic: so long as Series G shares are outstanding, KeyCorp cannot pay dividends on common stock or repurchase junior securities unless full Series G dividends for the most recently completed period have been declared and paid — though because dividends are non-cumulative, a missed Series G dividend does not accumulate and cannot itself be enforced by holders.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If KeyCorp has not paid full dividends on the Series G Preferred Stock for the most recently completed dividend period, it cannot declare or pay dividends on common stock or any junior securities, nor repurchase or redeem junior stock.

Other Preferreds from KeyCorp

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 50 (Average)