Terms

Series

Series H

Liquidation Preference

$25.00

Coupon Rate

6.2%

Rate Type

Fixed To Floating

Annual Dividend

$1.55

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

December 15, 2027

First Call Price

$25.00

Capital Stack Ranking

Junior To: Secured Debt, Unsecured Debt, Any Expressly Senior Preferred Stock; Pari Passu With: Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G 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

24,000,000

Prospectus Summary

KeyCorp is offering 24,000,000 depositary shares (NYSE: KEY PrL), each representing a 1/40th interest in a share of its 6.200% Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H, with a liquidation preference of $25 per depositary share. The initial fixed rate of 6.200% per annum applies through December 14, 2027 (the First Reset Date), after which the rate resets every five years to the prevailing 5-year U.S. Treasury rate plus 313.2 basis points; the first optional call date coincides with the First Reset Date, December 15, 2027. Critically, dividends are non-cumulative: if the board does not declare a dividend for any quarter, that payment is permanently lost and investors have no claim to recover it. The Series H Preferred Stock sits above KeyCorp's common stock but below all secured and unsecured debt in the capital stack, ranking on parity with Series D, E, F, and G Preferred Stock. Because KeyCorp is a holding company, it depends on upstream dividends from KeyBank for cash to service preferred dividends — meaning holders are structurally subordinated to all deposit liabilities and creditors of KeyBank (approximately $165.8 billion as of June 30, 2022). A regulatory capital treatment event provision allows KeyCorp to redeem all shares within 90 days if the Federal Reserve determines that the Series H no longer qualifies as Additional Tier 1 capital — a risk that could force redemption well before the 2027 call date, potentially disrupting investors' income planning. At the $25 offering price, the initial annual yield is 6.20% ($1.55 per depositary share), paid quarterly on March 15, June 15, September 15, and December 15, commencing December 15, 2022. Dividends generally qualify as 'qualified dividend income' (QDI) for individual U.S. holders, subject to the 15%/20% preferential tax rate, and should qualify for the 50% dividends-received deduction (DRD) for corporate holders, subject to sufficient earnings and profits in any given year. The dividend stopper mechanism blocks any dividends on or repurchases of common stock or junior securities if the most recent Series H quarterly dividend has not been declared and paid in full, providing a degree of protection to preferred holders — though the non-cumulative structure means any missed preferred dividend itself is gone permanently.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If the most recent quarterly dividend on the Series H Preferred Stock has not been declared and paid in full, KeyCorp is blocked from paying dividends on or repurchasing its common stock or any other securities junior to the Series H Preferred Stock.

Other Preferreds from KeyCorp

Div Score Breakdown

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