KEYCORP /NEW/ (KEY)

CIK: 0000091576. SIC: 6021 National Commercial Banks. Latest 10-K as of: 2026-02-23.
SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6021 National Commercial Banks
SEC company page: https://www.sec.gov/edgar/browse/?CIK=91576. Latest filing source: 0001628280-26-010546.
Selected Fundamentals

Metric	Value	Unit	FY	Filed
Revenue	7,513,000,000	USD	2025	2026-02-23
Net income	1,829,000,000	USD	2025	2026-02-23
Assets	184,381,000,000	USD	2025	2026-02-23
Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-23. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000091576.json. Derived margins are computed from the extracted annual SEC facts.
Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.
Metric	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
Revenue	5,024,000,000	6,308,000,000	6,455,000,000	6,400,000,000	6,715,000,000	7,292,000,000	7,272,000,000	6,413,000,000	4,619,000,000	7,513,000,000
Net income	791,000,000	1,296,000,000	1,866,000,000	1,717,000,000	1,343,000,000	2,625,000,000	1,917,000,000	967,000,000	-161,000,000	1,829,000,000
Diluted EPS	0.80	1.13	1.71	1.62	1.27	2.63	1.93	0.88	-0.32	1.52
Assets	136,453,000,000	137,698,000,000	139,613,000,000	144,988,000,000	170,336,000,000	186,346,000,000	189,813,000,000	188,281,000,000	187,168,000,000	184,381,000,000
Liabilities	121,213,000,000	122,673,000,000	124,017,000,000	127,950,000,000	152,355,000,000	168,923,000,000	176,359,000,000	173,644,000,000	168,992,000,000	164,000,000,000
Stockholders' equity	15,240,000,000	15,023,000,000	15,595,000,000	17,038,000,000	17,981,000,000	17,423,000,000	13,454,000,000	14,637,000,000	18,176,000,000	20,381,000,000
Net margin	15.74%	20.55%	28.91%	26.83%	20.00%	36.00%	26.36%	15.08%	-3.49%	24.34%
Financial Charts

Macro Cross-References

CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
UNRATE - Unemployment Rate
FEDFUNDS - Federal Funds Effective Rate
CES0500000003 - Average Hourly Earnings of All Employees, Total Private
DFEDTARU - Federal Funds Target Range - Upper Limit
DFEDTARL - Federal Funds Target Range - Lower Limit
DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
PCEPI - Personal Consumption Expenditures: Chain-type Price Index
PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
PPIACO - Producer Price Index by Commodity: All Commodities
T10YIE - 10-Year Breakeven Inflation Rate
U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
PAYEMS - All Employees, Total Nonfarm
CIVPART - Labor Force Participation Rate
EMRATIO - Employment-Population Ratio
UNEMPLOY - Unemployed
CE16OV - Employment Level
ICSA - Initial Claims
JTSJOL - Job Openings: Total Nonfarm
JTSQUR - Quits: Total Nonfarm
GDPC1 - Real Gross Domestic Product
A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
INDPRO - Industrial Production: Total Index
TCU - Capacity Utilization: Total Index
HOUST - New Privately-Owned Housing Units Started: Total Units
PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
RSAFS - Advance Retail Sales: Retail Trade
PCE - Personal Consumption Expenditures
DSPIC96 - Real Disposable Personal Income
PSAVERT - Personal Saving Rate
M2SL - M2
BOPGSTB - U.S. International Trade in Goods and Services: Balance
Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-23. Report date: 2025-12-31.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Page Number

Introduction

51

Corporate strategy

51

Executive overview

52

Results of Operations

53

Earnings overview

53

Net interest income

53

Provision for credit losses

56

Noninterest income

56

Noninterest expense

58

Income taxes

59

Business Segment Results

59

Consumer Bank

59

Commercial Bank

60

Financial Condition

62

Loans and loans held for sale

62

Securities

68

Deposits and other sources of funds

70

Capital

71

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

73

Off-balance sheet arrangements

73

Guarantees

74

Risk Management

74

Overview

74

Market risk management

76

Liquidity risk management

82

Credit risk management

85

Operational and compliance risk management

89

GAAP to Non-GAAP Reconciliations

90

Critical Accounting Policies and Estimates

91

Allowance for loan and lease losses

92

Valuation methodologies

93

Accounting and reporting developments

96

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Table of contents

Introduction

This section reviews the financial condition and results of operations of KeyCorp and its subsidiaries for 2025 and 2024. Some tables may include additional periods to comply with disclosure requirements or to illustrate trends in greater depth. When you read this discussion, you should also refer to the consolidated financial statements and related notes in this report. The page locations of specific sections and notes that we refer to are presented in the Table of Contents. To review our financial condition and results of operations for 2023 and a comparison between the 2023 and 2024 results, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K filed with the SEC on February 21, 2025, which discussion is incorporated herein by reference.

Corporate strategy

We remain committed to enhancing long-term shareholder value by continuing to execute our relationship-based business model, growing our franchise, and being disciplined with respect to capital management. We intend to pursue this commitment by growing profitably; acquiring and expanding targeted client relationships; effectively managing risk and rewards; maintaining financial strength; and engaging, retaining, and inspiring our high-performing and talented workforce and fostering a culture that is fair and inclusive for all. These strategic priorities for enhancing long-term shareholder value are described in more detail below.

•Grow profitably — We intend to continue to focus on generating positive operating leverage by growing revenue and creating a more efficient operating environment. We expect our relationship business model to keep generating organic growth as it helps us expand engagement with existing clients and attract new customers. We plan to leverage our continuous improvement culture to maintain an efficient cost structure that is aligned, sustainable, and consistent with the current operating environment and that supports our relationship business model.

•Acquire and expand targeted client relationships — We seek to be client-centric in our actions and have taken purposeful steps to enhance our ability to acquire and expand targeted relationships. We seek to provide solutions to serve our clients' needs. We focus on markets and clients where we can be the most relevant. In aligning our businesses and investments against these targeted client segments, we are able to make a meaningful positive impact for our clients.

•Effectively manage risk and rewards — Our risk management activities are focused on ensuring we properly identify, measure, and manage risks across the entire company to maintain safety and soundness and maximize profitability.

•Maintain financial strength — With the foundation of a strong balance sheet, we intend to remain focused on sustaining strong reserves, liquidity, and capital. We plan to work closely with our Board and regulators to manage capital to support our clients’ needs and drive long-term shareholder value. Our capital position remains strong, and we are well-positioned relative to our capital priorities.

•Engage a high-performing and talented workforce — Every day our employees provide our clients with great ideas, extraordinary service, and smart solutions. We intend to continue to engage our high-performing and talented workforce to create an environment where everyone can make a difference, own their careers, be respected, and feel a sense of pride.

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Executive overview

Our results for 2025 saw us meet or exceed all of our financial targets communicated at the beginning of the year. We delivered full year record revenue with both net interest income and fee revenue growing greater than projected. As a result, we generated significant positive operating leverage. At December 31, 2025, our Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 11.78% and 13.46%, respectively. We are well positioned as we enter 2026.

In addition to the items described above, the following actions and results during 2025 also supported our overall corporate strategy.

•We added nearly 10% to our frontline banker staff across wealth management, commercial payments, middle market, and investment banking.

•We invested an additional $100 million in technology focused on customer-facing capabilities that make it easier for our clients to bank at Key.

•We ended the year with $70.0 billion in assets under management, a record high, reflecting the continued strong sales production in our mass affluent segment.

•We continued to maintain our strong risk discipline. Full year net charge-offs were 41 basis points. Additionally, all leading indicators: non-performing assets, criticized loans, and delinquencies moved in a favorable direction.

•We remained committed to our strategy to engage a high-performing and talented workforce and fostering an inclusive environment for all. We continue to be recognized by multiple organizations for our dedication to creating an environment where all employees are treated with respect and empowered to bring their authentic selves to work.

Business Outlook

Consistent with the forward guidance we provided on January 20, 2026, we expect these results for full year 2026 versus full year 2025.

Category

2025 Baseline

FY2026 (vs FY 2025)(a)

Revenue (TE)(b)

$7,513 Million

up ~7%

Net interest income (TE) (b)

$4,671 Million

up 8 to 10%

Net interest margin

2.82%

4Q exit rate: 3.00 - 3.05%(c)

Noninterest income

$2,842 Million

up 3 - 4%

Noninterest income on an adjusted basis(b)(d)

$2,495 Million

up 5 - 6%

Adjusted noninterest expense(b)

$4,729 Million

up 3 to 4%

Average loans

$105.7 Billion

up 1 - 2%

Average Commercial Loans

$74.5 Billion

up ~5%

Net charge-offs to average loans

40 to 45 basis points

Effective tax rate

~22%

Tax-equivalent Effective Rate(e)

~23%

(a)    Ranges are shown on an operating basis.

(b)    Key is unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly related GAAP financial measures due to the difficulty in forecasting when future amounts may occur. Such unavailable information could be significant for future results.

(c)    On ~$170 billion of average earning assets

(d)    Excluding commercial mortgage servicing fees, operating lease income and other leasing gains, other income, and net securities gains (losses)

(e)    Reflects the estimated full year taxable-equivalent adjustment.

We have also established the following medium-term targets reflecting expected run rates by the end of 2027:

Return on tangible common equity(a)

15.0%+

Net Interest Margin

3.25%+

(a)    Key is unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly related GAAP financial measures due to the difficulty in forecasting when future amounts may occur. Such unavailable information could be significant for future results.

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Results of Operations

Earnings Overview

The following chart provides a reconciliation of net income (loss) from continuing operations attributable to Key common shareholders for the year ended December 31, 2024, to the year ended December 31, 2025 (dollars in millions):

Net interest income

One of our principal sources of revenue is net interest income. Net interest income is the difference between interest income received on earning assets (such as loans and securities) and loan-related fee income, and interest expense paid on deposits and borrowings. There are several factors that affect net interest income, including:

•the volume, pricing, mix, and maturity of earning assets and interest-bearing liabilities;

•the volume and value of net free funds, such as noninterest-bearing deposits and equity capital;

•the use of derivative instruments to manage interest rate risk;

•interest rate fluctuations and competitive conditions within the marketplace;

•asset quality; and

•fair value accounting of acquired earning assets and interest-bearing liabilities.

To make it easier to compare both the results across several periods and the yields on various types of earning assets (some taxable, some not), we present net interest income in this discussion on a “TE basis” (i.e., as if all income were taxable and at the same rate). For example, $100 of tax-exempt income would be presented as $126, an amount that, if taxed at the statutory federal income tax rate of 21%, would yield $100.

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Table of contents

Net interest income (TE) for 2025 was $4.7 billion, and the net interest margin was 2.69%. Compared to 2024, net interest income (TE) increased $861 million, and the net interest margin increased by 53 basis points. These increases primarily reflect lower interest-bearing deposit costs, the reinvestment of proceeds from maturing low-yielding investment securities, fixed-rate loans, and swaps into higher-yielding investments, and the repositioning of the available-for-sale portfolio during the second half of 2024, which involved the sale and reinvestment of approximately $10.0 billion of lower-yielding mortgaged-backed securities into higher-yielding investments. Additionally, the balance sheet composition shifted to reflect a more favorable mix of higher-yielding commercial and industrial loans, and an improved funding mix as lower-cost deposits increased while wholesale borrowings declined. These benefits were partially offset by the impact of lower interest rates on variable-rate earning assets.

Average loans totaled $105.7 billion for 2025, compared to $107.7 billion in 2024. The $2.1 billion decrease was driven by the intentional run-off of low-yielding consumer loans, which decreased $2.4 billion. Average commercial loans increased $380 million, primarily driven by a mix shift to commercial and industrial loans.

Average deposits totaled $149.3 billion for 2025, an increase of $3.1 billion compared to 2024, reflecting growth in consumer deposits.

Figure 1 shows the various components of our balance sheet that affect interest income and expense and their respective yields or rates over the past three years. This figure also presents a reconciliation of TE net interest income to net interest income reported in accordance with GAAP for each of those years. The net interest margin, which is an indicator of the profitability of our earning assets less the cost of funding, is calculated by dividing taxable-equivalent net interest income by average earning assets.

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Figure 1. Consolidated Average Balance Sheets, Net Interest Income, and Yields/Rates and Components of Net Interest Income Changes from Continuing Operations(g)

Year ended December 31,

2025

2024

2023

Dollars in millions

Average

Balance

Interest (a)

Yield/

Rate (a)

Average

Balance

Interest (a)

Yield/

Rate (a)

Average

Balance

Interest (a)

Yield/

Rate (a)

ASSETS

Loans (b), (c)

Commercial and industrial (d)

$

55,877 

$

3,347 

5.99 

%

$

53,951 

$

3,378 

6.26 

%

$

59,379 

$

3,444 

5.80 

%

Real estate — commercial mortgage

13,358 

798 

5.97 

14,080 

873 

6.20 

15,968 

931 

5.83 

Real estate — construction

2,840 

195 

6.87 

3,042 

227 

7.48 

2,755 

185 

6.71 

Commercial lease financing

2,465 

88 

3.61 

3,087 

105 

3.41 

3,703 

116 

3.13 

Total commercial loans

74,540 

4,428 

5.94 

74,160 

4,583 

6.18 

81,805 

4,676 

5.72 

Real estate — residential mortgage

19,291 

644 

3.34 

20,382 

674 

3.31 

21,428 

699 

3.26 

Home equity loans

6,012 

336 

5.59 

6,729 

398 

5.92 

7,522 

433 

5.76 

Other consumer loans

4,892 

250 

5.11 

5,519 

278 

5.04 

6,263 

305 

4.86 

Credit cards

925 

126 

13.55 

934 

138 

14.78 

986 

136 

13.88 

Total consumer loans

31,120 

1,356 

4.35 

33,564 

1,488 

4.43 

36,199 

1,573 

4.35 

Total loans

105,660 

5,784 

5.47 

107,724 

6,071 

5.64 

118,004 

6,249 

5.30 

Loans held for sale

1,029 

61 

5.97 

979 

60 

6.11 

1,012 

61 

6.06 

Securities available for sale (b), (e)

40,034 

1,599 

3.73 

37,127 

1,142 

2.71 

37,718 

793 

1.80 

Held-to-maturity securities (b)

7,386 

264 

3.58 

7,980 

284 

3.56 

9,008 

312 

3.46 

Trading account assets

1,108 

56 

5.02 

1,175 

61 

5.16 

1,138 

55 

4.85 

Short-term investments

14,355 

624 

4.35 

14,846 

792 

5.33 

7,349 

414 

5.63 

Other investments (e)

963 

33 

3.38 

1,177 

62 

5.25 

1,392 

73 

5.28 

Total earning assets

170,535 

8,421 

4.86 

171,008 

8,472 

4.81 

175,621 

7,957 

4.37 

Allowance for loan and lease losses

(1,426)

(1,515)

(1,419)

Accrued income and other assets

17,655 

17,322 

17,425 

Discontinued assets

233 

296 

384 

Total assets

$

186,997 

$

187,111 

$

192,011 

LIABILITIES

Money market deposits

$

42,247 

$

1,062 

2.52 

%

$

39,525 

$

1,146 

2.90 

%

$

34,539 

$

666 

1.93 

%

Demand deposits

59,203 

1,284 

2.17 

56,130 

1,402 

2.50 

54,711 

1,102 

2.01 

Savings deposits

4,518 

4 

.05 

5,010 

7 

.14 

6,343 

3 

.04 

Time deposits

15,323 

569 

3.72 

16,497 

752 

4.56 

13,794 

551 

4.00 

Total interest-bearing deposits

121,291 

2,919 

2.41 

117,162 

3,307 

2.82 

109,387 

2,322 

2.12 

Federal funds purchased and securities sold under repurchase agreements

325 

13 

4.12 

103 

4 

4.35 

1,647 

79 

4.81 

Bank notes and other short-term borrowings

1,996 

84 

4.20 

2,984 

164 

5.49 

5,890 

308 

5.24 

Long-term debt (f)

11,298 

734 

6.50 

17,279 

1,187 

6.87 

20,983 

1,305 

6.22 

Total interest-bearing liabilities

134,910 

3,750 

2.78 

137,528 

4,662 

3.39 

137,907 

4,014 

2.91 

Noninterest-bearing deposits

27,985 

28,993 

34,672 

Accrued expense and other liabilities

4,376 

4,886 

5,167 

Discontinued liabilities (f)

233 

296 

384 

Total liabilities

167,504 

171,703 

178,130 

EQUITY

Total equity

19,493 

15,408 

13,881 

Total liabilities and equity

$

186,997 

$

187,111 

$

192,011 

Interest rate spread (TE)

2.08 

%

1.42 

%

1.46 

%

Net interest income (TE) and net interest margin (TE)

$

4,671 

2.69 

%

$

3,810 

2.16 

%

$

3,943 

2.17 

%

Less: TE adjustment (b)

35 

45 

30 

Net interest income, GAAP basis

$

4,636 

$

3,765 

$

3,913 

(a)Results are from continuing operations. Interest excludes the interest associated with the liabilities referred to in (f) below, calculated using a matched funds transfer pricing methodology.

(b)Interest income on tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory federal income tax rate of 21% in effect that calendar year.

(c)For purposes of these computations, nonaccrual loans are included in average loan balances.

(d)Commercial and industrial average loan balances include $214 million, $196 million, and $157 million of assets from commercial credit cards for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively.

(e)Yield presented is calculated on the basis of amortized cost excluding fair value hedge basis adjustments. The average amortized cost for securities available for sale was $42.9 billion and $42.2 billion for the twelve months ended December 31, 2025, and December 31, 2024, respectively. Yield based on the fair value of securities available for sale was 3.99% and 3.08% for the twelve months ended December 31, 2025, and December 31, 2024, respectively.

(f)A portion of long-term debt and the related interest expense is allocated to discontinued liabilities as a result of applying our matched funds transfer pricing methodology to discontinued operations.

(g)Average balances presented are based on daily average balances over the respective stated period.

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Figure 2 shows how the changes in yields or rates and average balances from the prior year affected net interest income. The section entitled “Financial Condition” contains additional discussion about changes in earning assets and funding sources.

Figure 2. Components of Net Interest Income Changes from Continuing Operations

2025 vs. 2024

Dollars in millions

Average

Volume

Yield/ Rate

Net Change(a)

INTEREST INCOME

Loans

$

(73)

$

(214)

$

(287)

Loans held for sale

3 

(2)

1 

Securities available for sale

95 

362 

457 

Held-to-maturity securities

(21)

1 

(20)

Trading account assets

(3)

(2)

(5)

Short-term investments

(25)

(143)

(168)

Other investments

(10)

(19)

(29)

Total interest income (TE)

(34)

(17)

(51)

INTEREST EXPENSE

Money market deposits

75 

(159)

(84)

Demand deposits

74 

(192)

(118)

Savings deposits

(1)

(2)

(3)

Time deposits

(51)

(132)

(183)

Total interest-bearing deposits

97 

(485)

(388)

Federal funds purchased and securities sold under repurchase agreements

9 

— 

9 

Bank notes and other short-term borrowings

(47)

(33)

(80)

Long-term debt

(392)

(61)

(453)

Total interest expense

(333)

(579)

(912)

Net interest income (TE)

$

299 

$

562 

$

861 

(a)The change in interest not due solely to volume or rate has been allocated in proportion to the absolute dollar amounts of the change in each.

Provision for credit losses

Our provision for credit losses was a net charge of $471 million for 2025, compared to $335 million for 2024. The increase in our provision for credit losses was driven by reserve increases, partly offset by lower net charge-offs. The reserve build in 2025 was largely driven by elevated economic uncertainty and loan growth, both primarily impacting the commercial loan portfolio. This is in contrast to the reserve release in 2024 largely due to balance sheet optimization.

Noninterest income

Noninterest income for 2025 was $2.8 billion compared to $809 million inclusive of the $1.8 billion loss from the investment portfolio repositioning during 2024. Noninterest income represented 38% of total revenue for 2025 and 18% of total revenue for 2024.

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The following discussion explains the composition of certain elements of our noninterest income and the factors that caused those elements to change.

Figure 3. Noninterest Income

Year ended December 31,

 Change 2025 vs. 2024

Change 2024 vs. 2023

Dollars in millions

2025

2024

2023

Amount

Percent

Amount

Percent

Trust and investment services income

$

591 

$

557 

$

516 

$

34 

6.1 

%

$

41 

7.9 

%

Investment banking and debt placement fees

780 

688 

542 

92 

13.5 

146 

26.9 

Cards and payments income

337 

331 

340 

6 

1.8 

(9)

(2.6)

Service charges on deposit accounts

295 

261 

270 

34 

13.0 

(9)

(3.3)

Corporate services income

294 

275 

302 

19 

6.9 

(27)

(8.9)

Commercial mortgage servicing fees

287 

258 

190 

29 

11.2 

68 

35.8 

Corporate-owned life insurance income

140 

138 

132 

2 

1.4 

6 

4.5 

Consumer mortgage income

58 

58 

51 

— 

— 

7 

13.7 

Operating lease income and other leasing gains

43 

76 

92 

(33)

(43.4)

(16)

(17.4)

Other income

23 

23 

46 

— 

— 

(23)

(50.0)

Net securities gains (losses)

(6)

(1,856)

(11)

1,850 

(99.7)

(1,845)

N/M

Total noninterest income

$

2,842 

$

809 

$

2,470 

$

2,033 

251.3 

%

$

(1,661)

(67.2)

%

Trust and investment services income

Trust and investment services income consists of brokerage commissions, trust and asset management fees, and insurance income. The assets under management or administration that primarily generate these revenues are shown in Figure 4. For 2025, trust and investment services income increased $34 million, or 6.1%. This was primarily due to an increase in investment management income and other fees associated with higher assets under management.

A significant portion of our trust and investment services income depends on the value and mix of assets under management. At December 31, 2025, our bank, trust, and registered investment advisory subsidiaries had assets under management or administration of $70.0 billion, compared to $61.4 billion at December 31, 2024. The increase from 2024 to 2025 was attributable to market activity and net new business.

Figure 4. Assets Under Management or Administration

Year ended December 31,

Change 2025 vs. 2024

Dollars in millions

2025

2024

Amount

Percent

Discretionary assets under management by investment type:

Equity

$

37,433 

$

34,541 

$

2,892 

8.4 

%

Fixed income

15,500 

13,942 

1,558 

11.2 

Money market

8,144 

6,785 

1,359 

20.0 

Total discretionary assets under management

$

61,077 

$

55,268 

$

5,809 

10.5 

%

Non-discretionary assets under administration

8,887 

6,093 

2,794 

45.9 

Total

$

69,964 

$

61,361 

$

8,603 

14.0 

%

Investment banking and debt placement fees

Investment banking and debt placement fees consist of syndication fees, debt and equity securities underwriting fees, merger and acquisition and debt placement advisor fees, gains on sales of commercial mortgages, and agency origination fees. For 2025, investment banking and debt placement fees increased $92 million, or 13.5%, from the prior year reflective of growth in syndication and commercial mortgage activity offset slightly by decreased merger and acquisitions fee activity.

Cards and payments income

Cards and payments income, which consists of debit card, prepaid card, consumer and commercial credit card, and merchant services income increased $6 million, or 1.8%, in 2025 compared to 2024, driven by an increase in merchant services income and credit card fees, slightly offset by an increase in credit card rewards.

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Service charges on deposit accounts

Service charges on deposit accounts increased $34 million, or 13.0%, in 2025 compared to the prior year. This increase was driven by higher account analysis fees and lower fee waivers, offset slightly by a decrease in deposit maintenance fees.

Other noninterest income

Other noninterest income includes operating lease income and other leasing gains, corporate services income, corporate-owned life insurance income, consumer mortgage income, commercial mortgage servicing fees, net securities gains (losses), and other income. Other noninterest income increased $1.9 billion in 2025 compared to 2024, primarily attributable to approximately $1.8 billion in losses on the sales of securities available for sale as part of portfolio repositioning activity during the third and fourth quarters of 2024. Excluding the impact of the repositioning activity, other noninterest income increased $34 million, reflecting increases in commercial mortgage servicing fees and corporate services income, offset by declines in operating lease income and other leasing gains.

Noninterest expense

Noninterest expense for 2025 was $4.7 billion, compared to $4.5 billion for 2024. Figure 5 gives a breakdown of our major categories of noninterest expense as a percentage of total noninterest expense for the twelve months ended December 31, 2025.

The following discussion explains the composition of certain elements of our noninterest expense and the factors that caused those elements to change.

Figure 5. Noninterest Expense

Year ended December 31,

Change 2025 vs. 2024

 Change 2024 vs. 2023

Dollars in millions

2025

2024

2023

Amount

Percent

Amount

Percent

Personnel

$

2,917 

$

2,714 

$

2,660 

$

203 

7.5 

%

$

54 

2.0 

%

Net occupancy

270 

266 

267 

4 

1.5 

(1)

(0.4)

Computer processing

425 

414 

368 

11 

2.7 

46 

12.5 

Business services and professional fees

193 

174 

168 

19 

10.9 

6 

3.6 

Equipment

83 

80 

88 

3 

3.8 

(8)

(9.1)

Operating lease expense

38 

63 

77 

(25)

(39.7)

(14)

(18.2)

Marketing

95 

94 

109 

1 

1.1 

(15)

(13.8)

Other expense

682 

740 

997 

(58)

(7.8)

(257)

(25.8)

Total noninterest income

$

4,703 

$

4,545 

$

4,734 

$

158 

3.5 

%

$

(189)

(4.0)

%

Personnel

As shown in Figure 6, personnel expense, the largest category of our noninterest expense, increased by $203 million, or 7.5%, in 2025 compared to 2024. Overall activity for the year was driven by higher incentive compensation associated with noninterest income growth and continued investments in people.

Figure 6. Personnel Expense

Year ended December 31,

Dollars in millions

Change 2025 vs. 2024

 Change 2024 vs. 2023

2025

2024

2023

Amount

Percent

Amount

Percent

Salaries and contract labor

$

1,715 

$

1,609 

$

1,649 

$

106 

6.6 

%

$

(40)

(2.4)

%

Incentive and stock-based compensation (a)

721 

661 

525 

60 

9.1 

136 

25.9 

Employee benefits

460 

442 

405 

18 

4.1 

37 

9.1 

Severance

21 

2 

81 

19 

N/M

(79)

(97.5)

Total personnel expense

$

2,917 

$

2,714 

$

2,660 

$

203 

7.5 

%

$

54 

2.0 

%

(a)Excludes directors’ stock-based compensation of $5 million in 2025 and $4 million in 2024, reported as “other noninterest expense” in Figure 5.

N/M - Not meaningful

Non-personnel expense

In total, other non-personnel expense decreased $45 million, or 2.5%, in 2025 compared to 2024 primarily due to a $26 million decrease in the FDIC Special Assessment accrual within other expense and continued decreases in

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operating lease expense, slightly offset by increases in computer processing and business services and professional fees expense.

Income taxes

We recorded a tax expense from continuing operations of $476 million for 2025, compared to tax benefit of $143 million for 2024. The effective tax rate, which is the provision for income taxes as a percentage of income from continuing operations before income taxes, was 20.7% for 2025 and 46.6% for 2024. The tax benefit recorded and increased effective tax rate for the 2024 year resulted primarily from the $1.8 billion loss on the sales of securities incurred as part of a strategic repositioning of our securities portfolio.

In 2025, our federal tax expense and effective tax rate differ from the amount that would be calculated using the federal statutory tax rate primarily due to investments in tax-advantaged assets, such as corporate-owned life insurance, and tax credits associated with low-income housing investments, and periodic adjustments to our tax reserves as described in Note 13 (“Income Taxes”).

Business Segment Results

This section summarizes the financial performance of our two major business segments (operating segments): Consumer Bank and Commercial Bank. Note 23 (“Business Segment Reporting”) describes the products and services offered by each of these business segments and provides more detailed financial information pertaining to the segments. Dollars in the charts are presented in millions.

Consumer Bank

Segment imperatives

•Execute a relationship-oriented growth strategy, which will enable us to grow (i) stable, low-cost deposits and (ii) valuable fee income streams, including wealth management and cards and payments

•Simplify our business to improve execution and efficiency while managing risk

•Meet the needs of our clients and communities in markets where we operate

Market and business overview

As the banking industry moves forward, so do our clients. Anticipating our clients’ needs not only today, but also for tomorrow and into the future, has become one of the biggest challenges for the banking industry. We view these challenges as an opportunity to help our current client base meet their own goals, as well as attract new and diverse clients. Key Consumer Bank’s focus on durable, long-term client relationships centered in core checking has been evident through the execution of our strategic priorities through focus areas such as developing a core Consumer relationship product suite and driving long-term deposits and fee income through new and enhanced products and services. Key continues to adapt to an increasingly digital world with an increased focus on client experience across our online banking channels. The advice our bankers provide, in combination with our products, services and digital platforms, place Key in a strong position to develop long-lasting and meaningful relationships with our current and prospective clients. Our goal is to help our clients move forward on their financial journeys and to be by their sides along the way.

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Figure 7. Consumer Bank Summary of Operations

Year ended December 31,

Change 2025 vs.

Dollars in millions

2025

2024

2023

2024

2023

Summary of operations

Net interest income (TE)

$

2,709 

$

2,246 

$

2,221 

20.6 

%

22.0 

%

Noninterest income

957 

924 

937 

3.6 

2.1 

Total revenue (TE)

3,666 

3,170 

3,158 

15.6 

16.1 

Provision for credit losses

169 

126 

111 

34.1 

52.3 

Noninterest expense

2,802 

2,714 

2,779 

3.2 

.8 

Income (loss) before income taxes (TE)

695 

330 

268 

110.6 

159.3 

Allocated income taxes (benefit) and TE adjustments

168 

79 

64 

112.7 

162.5 

Net income (loss) attributable to Key

$

527 

$

251 

$

204 

110.0 

%

158.3 

%

Average loans and leases

Real estate — residential mortgage

$

19,285 

$

20,369 

$

21,348 

(5.3)

%

(9.7)

%

Home equity loans

5,973 

6,696 

7,502 

(10.8)

(20.4)

Other consumer loans

4,890 

5,501 

6,223 

(11.1)

(21.4)

Credit cards

925 

934 

986 

(1.0)

(6.2)

Commercial loans

4,671 

5,244 

5,717 

(10.9)

(18.3)

Total loans and leases

$

35,744 

$

38,744 

$

41,777 

(7.7)

%

(14.4)

%

Average deposits

Money market deposits

$

34,688 

$

30,723 

$

28,356 

12.9 

%

22.3 

%

Demand deposits

22,759 

22,315 

23,142 

2.0 

(1.7)

Savings deposits

4,316 

4,679 

6,051 

(7.8)

(28.7)

Time deposits

11,840 

13,190 

7,463 

(10.2)

58.6 

Noninterest-bearing deposits

14,328 

14,945 

17,780 

(4.1)

(19.4)

Total deposits

$

87,932 

$

85,851 

$

82,793 

2.4 

%

6.2 

%

Credit-related statistics

Nonperforming assets at period end

$

201 

$

201 

$

190 

Net loan charge-offs

190 

207 

133 

Net loan charge-offs to average total loans

0.53 

%

0.53 

%

0.32 

%

•Net income attributable to Key of $527 million in 2025, compared to $251 million in 2024, an increase of 110.0%, largely driven by favorable rates on deposits

•Taxable-equivalent net interest income increased in 2025 by $463 million, or 20.6%, from the prior year, due to favorable rates on deposits

•Average loans and leases decreased in 2025 by $3.0 billion, or 7.7%, from the prior year, driven by broad-based declines across all loan categories

•Average deposits increased in 2025 by $2.1 billion, or 2.4%, from the prior year, driven by growth in money market deposits

•Provision for credit losses increased $43 million in 2025 compared to the prior year, driven by increased economic uncertainty slightly offset by loan balance run-off.

•Noninterest income increased in 2025 by $33 million, or 3.6%, driven by increases in trust and investment services income

•Noninterest expense increased in 2025 by $88 million, or 3.2%, primarily reflective of increased personnel expenses, slightly offset by lower FDIC special assessment charges

Commercial Bank

Segment imperatives

•Solve complex client needs through a differentiated product set of banking and capital markets capabilities

•Drive targeted scale through distinct product capabilities delivered to a broad set of clients

•Utilize industry expertise and broad capabilities to build relationships with narrowly targeted client sets

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Market and business overview

Building relationships and delivering complex solutions for middle market and larger clients requires a distinctive operating model that understands their business and can provide a broad set of product capabilities. As competition for these clients intensifies, we have positioned the business to maintain and grow our competitive advantage by building targeted scale in businesses and client segments. Strong market share in businesses such as real estate loan servicing and equipment finance highlights our ability to successfully meet customer needs through targeted scale in distinct product capabilities. Clients expect us to understand every aspect of their business. Our deep market expertise in multiple industry verticals and relationship-led approach allow us to recognize opportunities and deliver strategic financial solutions that align with our clients’ goals. Our business model is positioned to meet our client needs because our focus is not on being a universal bank, but rather being the right bank for our clients.

Figure 8. Commercial Bank Summary of Operations

Year ended December 31,

Change 2025 vs.

Dollars in millions

2025

2024

2023

2024

2023

Summary of operations

Net interest income (TE)

$

2,294 

$

1,805 

$

1,866 

27.1 

%

22.9 

%

Noninterest income

1,745 

1,629 

1,429 

7.1 

22.1 

Total revenue (TE)

4,039 

3,434 

3,295 

17.6 

22.6 

Provision for credit losses

299 

227 

379 

31.7 

(21.1)

Noninterest expense

1,905 

1,834 

1,806 

3.9 

5.5 

Income (loss) before income taxes (TE)

1,835 

1,373 

1,110 

33.6 

65.3 

Allocated income taxes (benefit) and TE adjustments

388 

282 

227 

37.6 

70.9 

Net income (loss) attributable to Key

$

1,447 

$

1,091 

$

883 

32.6 

%

63.9 

%

Average loans and leases

Commercial and industrial

$

52,156 

$

49,926 

$

55,057 

4.5 

%

(5.3)

%

Real estate — commercial mortgage

12,057 

12,575 

14,325 

(4.1)

(15.8)

Real estate — construction

2,735 

2,918 

2,650 

(6.3)

3.2 

Commercial lease financing

2,450 

3,065 

3,678 

(20.1)

(33.4)

Other loans

8 

14 

73 

(42.9)

(89.0)

Total loans and leases

$

69,407 

$

68,498 

$

75,782 

1.3 

%

(8.4)

%

Average deposits

Money market deposits

$

7,508 

$

8,696 

$

6,141 

(13.7)

%

22.3 

%

Demand deposits

36,868 

35,031 

31,864 

5.2 

15.7 

Other deposits

529 

739 

641 

(28.4)

(17.5)

Noninterest-bearing deposits

13,165 

13,558 

16,398 

(2.9)

(19.7)

Total deposits

$

58,070 

$

58,025 

$

55,045 

.1 

%

5.5 

%

Credit-related statistics

Nonperforming assets at period end

$

426 

$

571 

$

401 

Net loan charge-offs

237 

252 

111 

Net loan charge-offs to average total loans

0.34 

%

0.37 

%

0.15 

%

•Net income attributable to Key of $1.4 billion in 2025, compared to $1.1 billion in 2024, an increase of 32.6%, largely driven by an increase in investment banking and debt placement fees and commercial mortgage servicing income, along with lower FDIC assessment charges

•Taxable equivalent net interest income increased in 2025 by $489 million, or 27.1%, from the prior year, due to favorable deposit costs

•Average loan and lease balances increased $909 million in 2025, or 1.3%, driven by an increase in commercial and industrial loans

•Average deposit balances increased $45 million in 2025, or 0.1%, driven by our focus on growing deposits across our commercial businesses

•Provision for credit losses increased $72 million in 2025 compared to the prior year, resulting from reserve builds due to changes in economic conditions and portfolio growth, partially offset by lower net charge-offs

•Noninterest income increased $116 million in 2025, or 7.1%, from the prior year, driven by growth in investment banking and debt placement fees and commercial mortgage servicing income

•Noninterest expense increased by $71 million in 2025, or 3.9%, from the prior year, primarily driven by higher personnel expense related to incentive compensation associated with noninterest income growth and continued investments in people, partially offset by decreases in FDIC special assessment charges and operating lease expenses

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Financial Condition

Loans and loans held for sale

Figure 9 shows the composition of our loan portfolio at December 31 for each of the past two years.

Figure 9. Composition of Loans

2025

2024

December 31,

Dollars in millions

Amount

Percent  

of Total

Amount

Percent  

of Total

COMMERCIAL

Commercial and industrial (a)

$

57,688 

54.1 

%

$

52,909 

50.7 

%

Commercial real estate:

Commercial mortgage

13,707 

12.9 

13,310 

12.8 

Construction

2,844 

2.7 

2,936 

2.8 

Total commercial real estate loans

16,551 

15.6 

16,246 

15.6 

Commercial lease financing (b)

2,270 

2.1 

2,736 

2.6 

Total commercial loans

76,509 

71.8 

71,891 

68.9 

CONSUMER

Real estate — residential mortgage

18,732 

17.6 

19,886 

19.1 

Home equity loans

5,703 

5.3 

6,358 

6.1 

Other consumer loans

4,644 

4.4 

5,167 

5.0 

Credit cards

953 

0.9 

958 

0.9 

Total consumer loans

30,032 

28.2 

32,369 

31.1 

Total loans (c)

$

106,541 

100.0 

%

$

104,260 

100.0 

%

(a)Loan balances include $205 million and $212 million, of commercial credit card balances at December 31, 2025, and December 31, 2024, respectively.

(b)Commercial lease financing includes receivables held as collateral for a secured borrowing of $1 million and $3 million at December 31, 2025, and December 31, 2024, respectively. Principal reductions are based on the cash payments received from these related receivables. Additional information pertaining to this secured borrowing is included in Note 17 (“Borrowings”).

(c)Total loans exclude loans of $205 million at December 31, 2025, and $257 million at December 31, 2024, related to the discontinued operations of the education lending business.

At December 31, 2025, total loans outstanding from continuing operations were $106.5 billion, compared to $104.3 billion at the end of 2024. At December 31, 2025, 67% of our loans were variable rate as compared to 63% at the end of 2024. For more information on balance sheet carrying value, see Note 1 (“Summary of Significant Accounting Policies”) under the headings “Loans” and “Loans Held for Sale.”

Commercial loan portfolio

Commercial loans outstanding were $76.5 billion at December 31, 2025, an increase of $4.6 billion, or 6.4%, compared to December 31, 2024, primarily reflecting increases in commercial and industrial loans and commercial mortgage real estate loans.

Figure 10 provides our commercial loan portfolio by industry classification as of December 31, 2025, and December 31, 2024.

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Figure 10. Commercial Loans by Industry

December 31, 2025

Commercial and industrial

Commercial

real estate

Commercial

lease financing

Total commercial

loans

Percent of

total

Dollars in millions

Industry classification:

 Agriculture

$

908 

$

110 

$

76 

$

1,094 

1.4 

%

 Automotive

2,475 

610 

— 

3,085 

4.0 

 Business services

3,228 

227 

85 

3,540 

4.6 

 Commercial real estate

8,124 

12,045 

1 

20,170 

26.4 

 Construction materials and contractors

1,978 

238 

153 

2,369 

3.1 

 Consumer goods

3,541 

547 

213 

4,301 

5.6 

 Consumer services

4,081 

799 

251 

5,131 

6.7 

 Equipment

1,586 

153 

45 

1,784 

2.3 

 Finance

12,165 

96 

167 

12,428 

16.3 

 Healthcare

2,714 

1,334 

133 

4,181 

5.5 

 Materials and extraction

2,105 

177 

104 

2,386 

3.1 

 Oil and gas

2,051 

28 

13 

2,092 

2.7 

 Public exposure

1,654 

7 

306 

1,967 

2.6 

 Technology

1,009 

17 

82 

1,108 

1.5 

 Transportation

1,022 

121 

276 

1,419 

1.9 

 Utilities

8,686 

— 

358 

9,044 

11.8 

 Other

361 

42 

7 

410 

.5 

Total

$

57,688 

$

16,551 

$

2,270 

$

76,509 

100.0 

%

December 31, 2024

Commercial and industrial

Commercial

real estate

Commercial

lease financing

Total commercial

loans

Percent of

total

Dollars in millions

Industry classification:

Agriculture

$

876 

$

99 

$

80 

$

1,055 

1.5 

%

Automotive

2,213 

670 

2 

2,885 

4.0 

Business services

2,802 

272 

114 

3,188 

4.4 

Commercial real estate

7,804 

11,911 

3 

19,718 

27.4 

Construction materials and contractors

1,847 

254 

203 

2,304 

3.2 

Consumer goods

3,557 

528 

190 

4,275 

5.9 

Consumer services

4,115 

627 

328 

5,070 

7.1 

Equipment

1,584 

160 

63 

1,807 

2.5 

Finance

10,101 

84 

209 

10,394 

14.5 

Healthcare

2,711 

1,199 

210 

4,120 

5.7 

Materials and extraction

2,110 

196 

134 

2,440 

3.4 

Oil and gas

1,950 

28 

10 

1,988 

2.8 

Public exposure

2,003 

7 

387 

2,397 

3.3 

Technology

829 

25 

95 

949 

1.3 

Transportation

841 

126 

291 

1,258 

1.7 

Utilities

7,186 

— 

412 

7,598 

10.6 

Other

380 

60 

5 

445 

.7 

Total

$

52,909 

$

16,246 

$

2,736 

$

71,891 

100.0 

%

Commercial and industrial. Commercial and industrial loans are the largest component of our loan portfolio, representing 54% of our total loan portfolio at December 31, 2025, and 51% at December 31, 2024. This portfolio is approximately 92% variable rate and consists of loans primarily to large corporate, middle market, and small business clients.

Commercial and industrial loans totaled $57.7 billion at December 31, 2025, an increase of $4.8 billion, or 9.0%, compared to December 31, 2024. The increase was partly driven by increases in specialty finance lending within the finance industry classification. The finance industry classification is comprised primarily of finance companies, insurance companies, and leasing companies.

Commercial real estate loans. Our commercial real estate portfolio includes project loans primarily focused in market-rate and affordable multi-family housing loans, owner-occupied commercial and industrial operating company buildings, and community center grocer-anchored retail centers. These three commercial real estate segments make up 70% of our commercial real estate portfolio. Our non-owner-occupied portfolio is focused on operators of commercial real estate who not only utilize our loan products, but also utilize our broader industry-focused products and services and provide consistent pipelines into our agency, CMBS, and other long-term market take out products. This focus ensures our relationship clients foster and build portfolios with stable, recurring cash flows, with adequate, balanced cash reserves to support our balance sheet exposures through the economic cycle.

At December 31, 2025, commercial real estate loans totaled $16.6 billion, which includes $13.7 billion of mortgage loans and $2.8 billion of construction loans. Compared to December 31, 2024, this portfolio increased $305 million or 1.9%. Nonowner-occupied properties, generally properties for which at least 50% of the debt service is provided

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by rental income from nonaffiliated third parties, represented 81% of total commercial real estate loans outstanding at December 31, 2025

Our construction loans constitute 17% of commercial real estate loans as of December 31, 2025 compared to 18% as of December 31, 2024. Construction loans provide a stream of funding for properties not fully leased at origination to support debt service payments over the term of the contract or project. As of December 31, 2025, 76% of our construction portfolio are multi-family project loans. Our office exposure only represents 4% of commercial real estate loans at period end.

As shown in Figure 11, our commercial real estate loan portfolio includes various property types and geographic locations of the underlying collateral. These loans include commercial mortgage and construction loans in both Consumer Bank and Commercial Bank.

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Figure 11. Commercial Real Estate Loans

Geographic Region

Percent of Total

Commercial

Mortgage

Dollars in millions

West

Southwest

Central

Midwest

Southeast

Northeast

National

Total

Construction

December 31, 2025

Nonowner-occupied:

Data Center

$

— 

$

— 

$

— 

$

— 

$

24 

$

— 

$

671 

$

695 

4.2 

%

$

272 

$

423 

Diversified

1 

— 

— 

29 

— 

10 

176 

216 

1.3 

— 

216 

Industrial

37 

1 

77 

154 

262 

166 

211 

908 

5.5 

72 

836 

Land & Residential

9 

6 

13 

3 

6 

19 

— 

56 

.3 

38 

18 

Lodging

1 

— 

8 

4 

33 

40 

60 

146 

.9 

— 

146 

Medical Office

35 

— 

31 

1 

20 

63 

43 

193 

1.2 

9 

184 

Multifamily

1,303 

356 

1,328 

1,201 

1,762 

1,228 

404 

7,582 

45.8 

2,150 

5,432 

Office

79 

1 

90 

70 

84 

200 

114 

638 

3.9 

— 

638 

Retail

90 

40 

91 

226 

87 

185 

230 

949 

5.7 

20 

929 

Self Storage

36 

— 

15 

6 

50 

16 

157 

280 

1.7 

20 

260 

Senior Housing

90 

95 

35 

103 

181 

81 

192 

777 

4.7 

94 

683 

Skilled Nursing

— 

— 

— 

— 

181 

220 

242 

643 

3.9 

— 

643 

Student Housing

73 

6 

13 

46 

— 

— 

— 

138 

.8 

— 

138 

Other

5 

8 

12 

27 

47 

31 

129 

259 

1.6 

— 

259 

Total nonowner-occupied

1,759 

513 

1,713 

1,870 

2,737 

2,259 

2,629 

13,480 

81.4 

2,675 

10,805 

Owner-occupied

1,026 

— 

316 

519 

124 

929 

157 

3,071 

18.6 

169 

2,902 

Total

$

2,785 

$

513 

$

2,029 

$

2,389 

$

2,861 

$

3,188 

$

2,786 

$

16,551 

100.0 

%

$

2,844 

$

13,707 

Nonowner-occupied:

Nonperforming loans

$

8 

$

— 

$

25 

$

68 

$

48 

$

7 

$

1 

$

157 

N/M

$

— 

$

157 

Accruing loans past due 90 days or more

— 

— 

2 

1 

26 

5 

— 

34 

N/M

1 

33 

Accruing loans past due 30 through 89 days

1 

— 

1 

1 

56 

8 

— 

67 

N/M

— 

67 

December 31, 2024

Nonowner-occupied:

Data Center

$

— 

$

— 

$

— 

$

98 

$

54 

$

— 

$

— 

$

152 

.9 

%

$

— 

$

152 

Diversified

1 

— 

— 

3 

— 

13 

118 

135 

.8 

— 

135 

Industrial

44 

1 

95 

103 

214 

258 

18 

733 

4.5 

54 

679 

Land & Residential

10 

7 

3 

7 

— 

21 

— 

48 

.3 

28 

20 

Lodging

48 

— 

12 

14 

46 

55 

59 

234 

1.4 

— 

234 

Medical Office

35 

43 

42 

— 

37 

97 

17 

271 

1.7 

— 

271 

Multifamily

1,303 

485 

1,201 

1,204 

2,325 

1,336 

156 

8,010 

49.3 

2,405 

5,605 

Office

152 

1 

129 

77 

134 

232 

13 

738 

4.5 

— 

738 

Retail

152 

6 

81 

172 

97 

293 

79 

880 

5.4 

43 

837 

Self Storage

44 

— 

44 

8 

222 

18 

24 

360 

2.2 

14 

346 

Senior Housing

172 

39 

97 

85 

54 

142 

4 

593 

3.7 

154 

439 

Skilled Nursing

— 

— 

— 

— 

132 

170 

90 

392 

2.4 

— 

392 

Student Housing

41 

— 

13 

63 

123 

— 

— 

240 

1.5 

50 

190 

Other

1 

10 

7 

112 

40 

48 

— 

218 

1.3 

— 

218 

Total nonowner-occupied

2,003 

592 

1,724 

1,946 

3,478 

2,683 

578 

13,004 

80.0 

2,748 

10,256 

Owner-occupied

1,078 

— 

330 

601 

182 

1,051 

— 

3,242 

20.0 

188 

3,054 

Total

$

3,081 

$

592 

$

2,054 

$

2,547 

$

3,660 

$

3,734 

$

578 

$

16,246 

100.0 

%

$

2,936 

$

13,310 

Nonperforming loans

$

5 

$

— 

$

64 

$

80 

$

81 

$

13 

$

— 

$

243 

N/M

$

— 

$

243 

Accruing loans past due 90 days or more

10 

— 

2 

1 

— 

7 

— 

20 

N/M

4 

16 

Accruing loans past due 30 through 89 days

1 

— 

— 

3 

19 

9 

— 

32 

N/M

— 

32 

West –

Alaska, California, Hawaii, Idaho, Montana, Oregon, Washington, and Wyoming

Southwest –

Arizona, Nevada, and New Mexico

Central –

Arkansas, Colorado, Oklahoma, Texas, and Utah

Midwest –

Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, and Wisconsin

Southeast –

Alabama, Delaware, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, Washington, D.C., and West Virginia

Northeast –

Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont

National –

Accounts in three or more regions

Consumer loan portfolio

Consumer loans outstanding at December 31, 2025, totaled $30.0 billion, a decrease of $2.3 billion, or 7.2%, from one year ago. The decrease was driven by declines across all consumer loan categories reflective of the intentional run-off of low-yielding loans, primarily consumer mortgages, and our focus on originating salable loans.

The residential mortgage portfolio is comprised of loans originated by our Consumer Bank and is the largest segment of our consumer loan portfolio as of December 31, 2025, representing approximately 62% of consumer loans. This is followed by our home equity portfolio comprising approximately 19% of consumer loans outstanding at year end.

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We held the first lien position for approximately 63% of the home equity portfolio at December 31, 2025, and 65% at December 31, 2024. For loans with real estate collateral, we track borrower performance monthly. Regardless of the lien position, credit metrics are refreshed quarterly, including recent FICO scores as well as updated loan-to-value ratios. This information is used in establishing the ALLL. Our methodology is described in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Allowance for Loan and Lease Losses”.

Figure 12 presents our consumer loans by geography.

Figure 12. Consumer Loans by State

Dollars in millions

Real estate — residential mortgage

Home equity loans

Other consumer loans

Credit cards

Total

December 31, 2025

Washington

$

4,030 

$

844 

$

202 

$

85 

$

5,161 

Ohio

2,613 

758 

66 

195 

3,632 

New York

626 

1,587 

702 

326 

3,241 

Colorado

2,769 

236 

118 

29 

3,152 

California

2,056 

13 

399 

3 

2,471 

Oregon

1,145 

487 

85 

41 

1,758 

Pennsylvania

378 

395 

296 

62 

1,131 

Florida

675 

36 

343 

13 

1,067 

Utah

759 

215 

53 

17 

1,044 

Connecticut

618 

200 

100 

29 

947 

Other

3,063 

932 

2,280 

153 

6,428 

Total

$

18,732 

$

5,703 

$

4,644 

$

953 

$

30,032 

December 31, 2024

Washington

$

4,312 

$

929 

$

214 

$

85 

$

5,540 

Ohio

2,662 

895 

111 

197 

3,865 

New York

723 

1,756 

737 

330 

3,546 

Colorado

2,891 

258 

131 

30 

3,310 

California

2,191 

12 

442 

3 

2,648 

Oregon

1,195 

532 

92 

40 

1,859 

Pennsylvania

403 

449 

333 

60 

1,245 

Florida

733 

41 

384 

13 

1,171 

Utah

805 

232 

56 

18 

1,111 

Connecticut

684 

223 

105 

28 

1,040 

Other

3,287 

1,031 

2,562 

154 

7,034 

Total

$

19,886 

$

6,358 

$

5,167 

$

958 

$

32,369 

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Loan sales

As shown in Figure 13, during 2025, we sold $10.1 billion of our loans. Sales of loans classified as held for sale generated net gains of $147 million during 2025.

Figure 13 summarizes our loan sales during 2025 and 2024.

Figure 13. Loans Sold (Including Loans Held for Sale)

Dollars in millions

Commercial

Commercial

Real Estate

Commercial

Lease

Financing

Residential

Real Estate

Total

2025

Fourth quarter

$

81 

$

2,804 

$

50 

$

331 

$

3,266 

Third quarter

79 

2,513 

61 

359 

3,012 

Second quarter

239 

1,465 

— 

338 

2,042 

First quarter

89 

1,355 

27 

260 

1,731 

Total

$

488 

$

8,137 

$

138 

$

1,288 

$

10,051 

2024

Fourth quarter

$

150 

$

2,584 

$

— 

$

342 

$

3,076 

Third quarter

60 

1,406 

90 

393 

1,949 

Second quarter

56 

860 

61 

312 

1,289 

First quarter

86 

1,554 

85 

209 

1,934 

Total

$

352 

$

6,404 

$

236 

$

1,256 

$

8,248 

Figure 14 shows loans that are either administered or serviced by us but not recorded on the balance sheet; this includes loans that were sold.

Figure 14. Loans Administered or Serviced

December 31,

Dollars in millions

2025

2024

2023

Commercial real estate loans

$

566,567 

$

557,633 

$

499,449 

Residential mortgage

11,419 

11,344 

11,193 

Education loans

152 

189 

248 

Commercial lease financing

1,719 

1,735 

1,946 

Commercial loans

576 

603 

667 

Consumer direct

258 

328 

408 

Consumer indirect

83 

319 

792 

Total

$

580,774 

$

572,151 

$

514,703 

In the event of default by a borrower, we are subject to recourse with respect to approximately $8.2 billion of the $580.8 billion of loans administered or serviced at December 31, 2025. These are primarily associated with commercial real estate loans administered or serviced. Additional information about this recourse arrangement is included in Note 19 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Recourse agreement with FNMA.”

We derive income from several sources when retaining the right to administer or service loans that are sold. We earn noninterest income (recorded as “Consumer mortgage income” and “Commercial mortgage servicing fees”) from fees for servicing or administering loans. This fee income is reduced by the amortization of related servicing assets. In addition, we earn interest income from investing funds generated by escrow deposits collected in connection with the servicing loans. Additional information about our mortgage servicing assets is included in Note 8 (“Mortgage Servicing Assets”).

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Maturities and sensitivity of certain loans to changes in interest rates

Figure 15 shows the remaining maturities of our loan portfolio and the sensitivity of certain loans to changes in interest rates as of December 31, 2025.

Figure 15. Remaining Maturities and Sensitivity of Certain Loans to Changes in Interest Rates(a)

December 31, 2025

Dollars in millions

Within One Year   

One - Five Years   

Five - Fifteen Years

Over Fifteen Years

Total   

Commercial

Commercial and industrial

$

14,655 

$

39,461 

$

3,464 

$

108 

$

57,688 

Commercial mortgage

5,227 

6,158 

1,959 

363 

13,707 

Real estate — construction

1,285 

1,275 

255 

29 

2,844 

Commercial lease financing

191 

1,279 

800 

— 

2,270 

Total commercial loans

$

21,358 

$

48,173 

$

6,478 

$

500 

$

76,509 

Consumer

Real estate - residential mortgage

$

167 

$

36 

$

619 

$

17,910 

$

18,732 

Home equity loans

103 

192 

1,543 

3,865 

5,703 

Other consumer loans

569 

675 

1,951 

1,449 

4,644 

Credit Cards

953 

— 

— 

— 

953 

Total consumer loans

1,792 

903 

4,113 

23,224 

30,032 

Total loans

$

23,150 

$

49,076 

$

10,591 

$

23,724 

$

106,541 

Loans with floating or adjustable interest rates (b)

$

43,944 

$

2,940 

$

11,630 

$

58,514 

Loans with predetermined interest rates (c)

5,132 

7,651 

12,094 

24,877 

Total

$

49,076 

$

10,591 

$

23,724 

$

83,391 

(a)Accrued interest of $459 million at December 31, 2025, is presented in "Accrued income and other assets" on the Consolidated Balance Sheets and is excluded from the amortized cost basis disclosed in this table.

(b)Floating and adjustable rates vary in relation to other interest rates (such as the base lending rate) or a variable index that may change during the term of the loan.

(c)Predetermined interest rates either are fixed or may change during the term of the loan according to a specific formula or schedule.

Securities

We manage our securities portfolio according to the following priorities: 1) store of liquidity, 2) interest rate risk management tool, and 3) source of earnings. In keeping with the first priority, the portfolio provides securities to meet our pledging requirements. Our securities portfolio totaled $48.2 billion at December 31, 2025, compared to $45.1 billion at December 31, 2024. Available-for-sale securities were $39.6 billion at December 31, 2025, compared to $37.7 billion at December 31, 2024. Held-to-maturity securities were $8.6 billion at December 31, 2025, compared to $7.4 billion at December 31, 2024.

Securities available for sale

The majority of our securities available-for-sale portfolio consists of federal agency mortgage-backed securities and CMOs. CMOs are debt securities secured by a pool of mortgages or mortgage-backed securities.

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Figure 16 shows the composition, TE yields, and remaining maturities of our securities available for sale. For more information about these securities, including gross unrealized gains and losses by type of security and securities pledged, see Note 6 (“Securities”).

Figure 16. Securities Available for Sale

Dollars in millions

U.S. Treasury, Agencies, and Corporations

Agency Residential Collateralized Mortgage Obligations(a)

Agency Residential Mortgage-backed Securities(a)

Agency Commercial Mortgage-backed Securities(a)

Total

Weighted-Average Yield(c)

December 31, 2025

Remaining maturity:

One year or less

$

2,911 

$

3 

$

47 

$

124 

$

3,085 

4.33 

%

After one through five years

4,864 

1,167 

3,275 

1,198 

10,504 

3.49 

After five through ten years

41 

6,879 

11,072 

2,222 

20,214 

3.53 

After ten years

70 

516 

4,801 

406 

5,793 

4.17 

Fair value

$

7,886 

$

8,565 

$

19,195 

$

3,950 

$

39,596 

Amortized cost(b)

7,842 

10,269 

19,451 

4,284 

41,846 

3.67 

%

Weighted-average yield(c)

4.16 

%

1.91 

%

4.58 

%

2.89 

%

3.67 

%

— 

Weighted-average maturity

1.5 years

7.9 years

10.8 years

6.9 years

8.0 years

— 

December 31, 2024

Fair value

$

8,904 

$

9,224 

$

15,169 

$

4,410 

$

37,707 

Amortized cost

8,928 

11,409 

16,038 

4,927 

41,302 

3.48 

%

(a)Maturity is based upon expected average lives rather than contractual terms.

(b)Excluded from the amortized cost of securities available for sale are basis adjustments for securities designated in active fair value hedges. Basis adjustments totaled $99 million and $(6) million as of December 31, 2025 and December 31, 2024, respectively. The securities being hedged are primarily U.S Treasuries, Agency RMBS, and Agency CMBS.

(c)Weighted-average yields are calculated based on amortized cost. Such yields have been adjusted to a TE basis using the statutory federal income tax rate in effect that calendar year.

Held-to-maturity securities

The majority of our held-to-maturity portfolio consists of federal agency CMOs and mortgage-backed securities. The portfolio is also comprised of asset-backed securities and foreign bonds. Figure 17 shows the composition, yields, and remaining maturities of these securities.

Figure 17. Held-to-Maturity Securities

Dollars in millions

Agency Residential Collateralized Mortgage Obligations(a)

Agency Residential Mortgage-backed Securities(a)

Agency Commercial Mortgage-backed Securities(a)

Asset-backed securities(a)

Other

Securities

Total

Weighted-Average Yield(b)

December 31, 2025

Remaining maturity:

One year or less

$

38 

$

— 

$

351 

$

75 

$

8 

$

472 

2.57 

%

After one through five years

1,244 

213 

756 

2 

16 

2,231 

3.44 

After five through ten years

2,496 

2,097 

203 

— 

— 

4,796 

4.29 

After ten years

248 

64 

811 

— 

— 

1,123 

3.49 

Amortized cost

$

4,026 

$

2,374 

$

2,121 

$

77 

$

24 

$

8,622 

3.87 

%

Fair value

3,858 

2,373 

1,983 

75 

24 

8,313 

Weighted-average yield(b)

3.78 

%

4.91 

%

2.96 

%

2.05 

%

4.07 

%

3.87 

%

— 

Weighted-average maturity

6.4 years

6.6 years

8.3 years

0.5 years

1.5 years

6.9 years

— 

December 31, 2024

Amortized cost

$

4,577 

$

151 

$

2,333 

$

308 

$

26 

$

7,395 

3.43 

%

Fair value

4,248 

134 

2,130 

300 

25 

6,837 

(a)Maturity is based upon expected average lives rather than contractual terms.

(b)Weighted-average yields are calculated based on amortized cost. Such yields have been adjusted to a TE basis using the statutory federal income tax rate in effect that calendar year.

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Deposits and other sources of funds

Figure 18. Breakdown of Deposits at December 31, 2025

The following presents the breakdown of our deposits by product for the noted periods.

December 31,

Dollars in billions

2025

2024

Money market deposits

$

42.7 

$

41.0 

Demand deposits

61.3 

57.6 

Savings deposits

4.4 

4.6 

Time deposits

12.7 

17.0 

Noninterest bearing deposits

27.6 

29.6 

Total

$

148.7 

$

149.8 

Our highly diversified deposit base is our primary source of funding. At December 31, 2025, our deposits totaled $148.7 billion, a decrease of $1.0 billion, compared to December 31, 2024.

Uninsured deposits totaled $66.2 billion and $64.4 billion at December 31, 2025 and December 31, 2024, respectively. Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit or similar state deposit insurance regimes and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regimes.

Figure 19 presents estimated uninsured deposits for the noted periods which reflect amounts disclosed in KeyBank’s Call Report adjusted for intercompany deposits, which are not customer facing and are eliminated in consolidation, and accrued interest.

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Figure 19. Estimated Uninsured Deposits

December 31,

Dollars in billions

2025

2024

Uninsured deposits(a)

$

66.2 

$

64.4 

Total deposits

148.7 

149.8 

Uninsured % of Deposits

45 

%

43 

%

(a) Intercompany deposits and accrued interest excluded from uninsured deposits

$

12.8 

$

12.4 

As of December 31, 2025 and December 31, 2024, approximately $12.0 billion and $12.3 billion, respectively, of uninsured deposits were collateralized by government-backed securities.

Figure 20 presents the maturity distribution of estimated uninsured time deposits.

Figure 20. Maturity Distribution of Uninsured Time Deposit Amounts

December 31,

Dollars in millions

2025

2024

Remaining maturity:

Three months or less

$

636 

$

575 

After three through six months

381 

582 

After six through twelve months

152 

220 

After twelve months

29 

77 

Total

$

1,198 

$

1,454 

Wholesale funds, consisting of short-term borrowings and long-term debt, totaled $11.0 billion at December 31, 2025, compared to $14.2 billion at December 31, 2024. The decrease reflects maturities in long-term debt and a reduced need for wholesale borrowings. Wholesale funding supplements client deposit funding and may rise or fall with seasonal or other funding needs. For more information regarding our wholesale funds, see Item 7. Management’s Discussion & Analysis of Financial Condition & Results of Operations under the heading “Risk Management - Liquidity risk management” of this report.

Capital

Our capital management objective is to maintain capital levels consistent with our risk appetite and of a sufficient amount to operate and support our clients under a wide range of economic conditions. Our current capital levels position us well to execute against our capital priorities including supporting organic growth, investing in our business, and providing an attractive return to our investors through dividends and share repurchases.

The following sections discuss certain ways we have deployed our capital. For further information, see the Consolidated Statements of Changes in Equity and Note 21 (“Shareholders' Equity”).

Dividends

Consistent with our capital plan, the Board declared a quarterly dividend of $.205 per Common Share for each of the four quarters of 2025. These quarterly dividend payments brought our annual dividend to $.82 per Common Share for 2025.

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Common Shares outstanding

Our Common Shares are traded on the NYSE under the symbol KEY with 25,873 holders of record at December 31, 2025. Our book value per Common Share was $16.27 based on 1.1 billion shares outstanding at December 31, 2025, compared to $14.21 based on 1.1 billion shares outstanding at December 31, 2024. At December 31, 2025, our tangible book value per Common Share was $13.77, compared to $11.70 at December 31, 2024.

Figure 21 shows activities that caused the change in our outstanding Common Shares over the past two years.

Figure 21. Changes in Common Shares Outstanding

2025 Quarters

In thousands

2025

Fourth  

Third  

Second  

First  

2024

Shares outstanding at beginning of period

1,106,786 

1,112,952 

1,112,453 

1,111,986 

1,106,786 

936,564 

Share repurchases

(11,109)

(11,109)

— 

— 

— 

— 

Shares issued under employee compensation plans (net of cancellations and returns)

6,724 

558 

499 

467 

5,200 

7,351 

Shares issued under Scotiabank investment agreement

— 

— 

— 

— 

— 

162,871 

Shares outstanding at end of period

1,102,401 

1,102,401 

1,112,952 

1,112,453 

1,111,986 

1,106,786 

In March 2025, the Board of Directors authorized a share repurchase program pursuant to which we may purchase up to $1.0 billion of Common Shares. Information on repurchases of Common Shares by KeyCorp is included in Part II, Item 5. “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of this report. During the fourth quarter of 2025, we began repurchasing shares under the share repurchase program authorized by the Board of Directors in March 2025.

During 2025, Common Shares outstanding decreased by 4.4 million shares, primarily driven by share repurchases in the fourth quarter. For more information on share activity, see Note 21 (“Shareholders' Equity”).

At December 31, 2025, we had 154.3 million treasury shares, compared to 149.9 million treasury shares at December 31, 2024. The increase in treasury shares during the year was primarily attributable to the repurchase of 11.1 million shares beginning in the fourth quarter. Going forward, we expect to reissue treasury shares as needed in connection with stock-based compensation awards and for other corporate purposes.

Capital adequacy

Capital adequacy is an important indicator of financial stability and performance. All of our capital ratios remained in excess of regulatory requirements at December 31, 2025. Our capital and liquidity levels are intended to position us to weather an adverse operating environment while continuing to serve our clients’ needs, as well as to meet the Regulatory Capital Rules described in the “Supervision and regulation” section of Item 1 of this report. Our shareholders’ equity to assets ratio was 11.1% at December 31, 2025, compared to 9.7% at December 31, 2024. Our tangible common equity to tangible assets ratio was 8.4% at December 31, 2025, compared to 7.0% at December 31, 2024. See the section entitled “GAAP to Non-GAAP Reconciliations,” which presents the computations of certain financial measures related to “tangible common equity.” The minimum capital and leverage ratios under the Regulatory Capital Rules together with the estimated ratios of KeyCorp at December 31, 2025, are set forth in the “Supervision and Regulation” section in Item 1 of this report.

Figure 22 represents the details of our regulatory capital positions at December 31, 2025, and December 31, 2024, under the Regulatory Capital Rules. Information regarding the regulatory capital ratios of KeyCorp’s banking subsidiaries is presented in Note 21 (“Shareholders' Equity”).

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Figure 22. Capital Components and Risk-Weighted Assets

December 31,

Dollars in millions

2025

2024

COMMON EQUITY TIER 1

Key shareholders’ equity (GAAP)

$

20,381 

$

18,176 

Less:

Preferred Stock (a)

2,446 

2,446 

Add:

CECL phase-in (b)

— 

59 

Common Equity Tier 1 capital before adjustments and deductions

17,935 

15,789 

Less:

Goodwill, net of deferred taxes

2,556 

2,574 

Intangible assets, net of deferred taxes

7 

24 

Deferred tax assets

136 

172 

Net unrealized gains (losses) on available-for-sale securities, net of deferred taxes

(1,789)

(2,729)

Accumulated gains (losses) on cash flow hedges, net of deferred taxes

68 

(438)

Amounts in AOCI attributed to pension and postretirement benefit costs, net of deferred taxes

(238)

(303)

Total Common Equity Tier 1 capital

17,195 

16,489 

TIER 1 CAPITAL

Common Equity Tier 1

17,195 

16,489 

Additional Tier 1 capital instruments and related surplus

2,446 

2,445 

Less:

Deductions

— 

— 

Total Tier 1 capital

19,641 

18,934 

TIER 2 CAPITAL

Tier 2 capital instruments and related surplus

1,522 

1,767 

Allowance for losses on loans and liability for losses on lending-related commitments (c)

1,747 

1,635 

Less:

Deductions

— 

— 

Total Tier 2 capital

3,269 

3,402 

Total risk-based capital

$

22,910 

$

22,336 

RISK-WEIGHTED ASSETS (a)

$

145,933 

$

138,296 

AVERAGE QUARTERLY TOTAL ASSETS

$

187,035 

$

188,855 

CAPITAL RATIOS

Tier 1 risk-based capital

13.46 

%

13.69 

%

Total risk-based capital

15.70 

16.15 

Leverage (d)

10.50 

10.03 

Common Equity Tier 1

11.78 

11.92 

(a)Net of capital surplus.

(b)As of January 1, 2025, the CECL optional transition provision had been fully phased-in. Amounts prior to January 1, 2025, reflect Key's election to adopt the CECL optional transition provision.

(c)The ALLL included in Tier 2 capital is limited by regulation to 1.25% of the institution’s standardized total risk-weighted assets (excluding its standardized market risk-weighted assets). The ALLL includes $11 million and $13 million of allowance classified as “discontinued assets” on the balance sheet at December 31, 2025, and December 31, 2024, respectively.

(d)This ratio is Tier 1 capital divided by average quarterly total assets as defined by the Federal Reserve less: (i) goodwill, (ii) the disallowed intangible and deferred tax assets, and (iii) other deductions from assets for leverage capital purposes.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements

We are party to various types of off-balance sheet arrangements, which could lead to contingent liabilities or risks of loss that are not reflected on the balance sheet.

Variable interest entities

In accordance with the applicable accounting guidance for consolidations, we consolidate a VIE if we have: (i) a variable interest in the entity; (ii) the power to direct activities of the VIE that most significantly impact the entity’s economic performance; and (iii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE (i.e., we are considered to be the primary beneficiary). Additional information regarding the nature of VIEs and our involvement with them is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Principles of Consolidation and Basis of Presentation” and in Note 12 (“Variable Interest Entities”).

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Commitments to extend credit or funding

Loan commitments provide for financing on predetermined terms as long as the client continues to meet specified criteria. These commitments generally carry variable rates of interest and have fixed expiration dates or other termination clauses. We typically charge a fee for our loan commitments. Since a commitment may expire without resulting in a loan or being fully utilized, the total amount of an outstanding commitment may significantly exceed any related cash outlay. Further information about our loan commitments at December 31, 2025, is presented in Note 19 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Commitments to Extend Credit or Funding.”

Other off-balance sheet arrangements

Other off-balance sheet arrangements include financial instruments that do not meet the definition of a guarantee in accordance with the applicable accounting guidance, and other relationships, such as liquidity support provided to asset-backed commercial paper conduits, indemnification agreements and intercompany guarantees. Information about such arrangements is provided in Note 19 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Other Off-Balance Sheet Risk.”

Guarantees

We are a guarantor in various agreements with third parties. As guarantor, we may be contingently liable to make payments to the guaranteed party based on changes in a specified interest rate, foreign exchange rate or other variable (including the occurrence or nonoccurrence of a specified event). These variables, known as underlyings, may be related to an asset or liability, or another entity’s failure to perform under a contract. Additional information regarding these types of arrangements is presented in Note 19 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Guarantees.”

Risk Management

Overview

Like all financial services companies, we engage in business activities that come with related risks. The most significant risks we face are credit, compliance, operational, liquidity, market, strategic, model, and technology risks, as depicted in the following chart. We manage such risks across the entire enterprise to maintain safety and soundness and maximize profitable growth. Certain of these risks are defined and discussed in greater detail in the remainder of this section.

Our risk appetite is defined as the level of risk we are willing to accept and prudently manage in pursuit of our strategic objectives. It is consistent with our pursuit of risk-adjusted shareholder returns, our corporate risk-taking capacity and willingness to accept risk. Our risk appetite statement is an important component of our enterprise risk

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governance framework, reinforces our risk culture, and provides focus on our primary risk management tenets of soundness, profitability, and growth.

Our risk appetite framework serves as a guide for establishing corporate and business strategies as well as for developing and evaluating strategic objectives and capital planning activities. It is articulated through qualitative statements and quantitative metrics, approved by the Board of Directors, and translated into limits, targets, and other measures at appropriate levels in the organization.

Maintaining a strong risk culture plays an integral role in achieving our strategic objectives and delivering for our stakeholders. Each employee plays a proactive role by complying with applicable laws and regulations, treating our customers fairly and responsibly, and demonstrating the highest levels of professionalism, conduct, and ethics. Our risk culture is centered on maintaining strong practices for risk awareness, identification, escalation, and mitigation across the enterprise.

We seek to sustain strong enterprise risk management practices consistent with industry standards and regulatory expectations. The table below depicts our risk management hierarchy and associated responsibilities and activities of each group.

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Group

Overview and Responsibilities

Activities

Board of Directors

•Oversight capacity

•Oversees that Key’s risks are managed in a manner that is effective and balanced

•Fiduciary duty to Key’s shareholders

•Understands Key's risk philosophy

•Approves the risk appetite

•Inquires about risk practices

•Reviews the portfolio of risks

•Compares the actual risks to the risk appetite

•Is apprised of significant risks, both actual and emerging, and determines whether management is responding appropriately

•Challenges management and promotes accountability

Board of Directors Risk Committee(a)

•Assists the Board in oversight of strategies, policies, procedures, and practices relating to the assessment and management of enterprise-wide risk, including credit, market, liquidity, model, operational, compliance, strategic, and technology risks

•Assists the Board in overseeing risks related to capital adequacy, capital planning, and capital actions

•Reviews and provides oversight of management’s activities related to the enterprise-wide risk management framework, which includes an annual review of the ERM Policy, including the Risk Appetite Statement, and management and ERM reports

•Approves any material changes to Executive Level (Level II) Risk Governance Committee charters and significant policies relating to risk management, including corporate risk metrics for major risk categories

Board of Directors Compensation & Organization Committee(a)

•Assists the Board in oversight of compensation policies and practices to support Key’s efforts to attract, retain, develop, motivate, and reward a high performing and collaborative workforce to achieve its business objectives

•Oversees compensation for Key’s Board-Reported Executives, talent management and organizational development, including succession planning, leadership development and strategic hiring objectives

Board of Directors Nominating & Corporate Governance Committee(a)

•Assists the Board with oversight of corporate governance matters and Key’s policies and practices on significant issues of corporate responsibility

•Oversees the evaluation of the Board, the directors, and the Lead Director

•Provides guidance on Board-related matters, including director candidates, director compensation, director independence, the Board committee structure, and succession planning matters

•Reviews the Corporate Governance Guidelines

•Provides oversight with respect to community investment strategy

Board of Directors Technology Committee (a)

•Assists the Board with oversight of major technology investments and technology risks

•Supports Key’s strategic objectives in areas such as cybersecurity, fraud, and data, project management, technology strategy, technology innovation, and emerging technology trends

•In consultation with the Risk Committee, oversees technology-related risks including (but not limited to) cybersecurity, business resiliency, and other technology-related risks as necessary and appropriate

Board of Directors Audit Committee(a)

•Assists the Board in oversight of financial statement integrity, regulatory and legal requirements, independent auditors’ qualifications and independence, and the performance of the internal audit function and independent auditors

•Assists the Board in oversight of financial reporting, legal matters, and fraud risk

•Meets with management and approves significant policies relating to the risk areas overseen by the Audit Committee

•Receives reports on enterprise risk

•Convenes to discuss the content of our financial disclosures and quarterly earnings releases

Executive Level (Level II) Risk Governance Committees

•Includes ERM Committee, Asset Liability Committee, Capital Committee, Credit Risk Committee, Compliance Risk Committee, and Operational Risk Committee, as well as the Compensation & Benefits Oversight Committee and the Disclosure Committee. Level II Risk Governance Committees report to the Risk Committee of the Board (except for the Compensation & Benefits Oversight Committee, which reports to the Compensation & Organization Committee of the Board, and the Disclosure Committee, which reports to the Audit Committee of the Board) and are generally responsible for the activities listed herein

•Escalation of risk issues, particularly issues that have the potential to increase aggregated risk beyond Key’s risk appetite, to the appropriate Level I Governance Committee, typically the Risk or Audit Committees of the Board

•Identifying early warning events or trends, top and emerging risks and discussing forward looking assessments

•Approving certain risk metrics

•Monitoring certain metric limits, as well as associated risk levels to the Board approved risk appetite

•Providing governance, direction, oversight and high-level management of their associated risk and the risk assessment process which is used in capital adequacy stress testing;

•Monitoring stress testing results related to their associated risks (if required per committee charter) and escalating emerging risks as appropriate

•Providing assurance, advice and support to the Risk Committee on their associated risk

Management Level (Level III) Risk Governance Committees

•Includes attendees from each of the Three Lines of Defense: First Line (line of business and support areas), Second Line (risk management), and Third Line (internal audit function)

•Supports the ERM Committee, Asset Liability Committee, Capital Committee, Credit Risk Committee, Compliance Risk Committee, and Operational Risk Committee, as well as the Compensation & Benefits Oversight Committee and the Disclosure Committee, by identifying early warning events and trends, escalating emerging risks, and discussing forward-looking assessments

Internal Audit

•Provides the KeyCorp Board and management with independent, risk-based, and objective assurance, advice, insight, and foresight

•Conducts objective examinations of evidence for the purpose of providing independent assessments to the Audit Committee, management, and outside parties on the adequacy and effectiveness of business processes, risk management activities, internal controls, and governance processes for KeyCorp

(a)     Certain Board Committees, including the Audit and Risk Committees, meet jointly, as appropriate, to discuss matters that relate to each committee’s responsibilities. Committee chairpersons routinely meet with management during interim months to plan agendas for upcoming meetings and to discuss emerging trends and events that have transpired since the preceding meeting. All members of the Board receive formal reports designed to keep them abreast of significant developments during the interim months.

We utilize a Three Lines of Defense model for risk governance which establishes roles and responsibilities for each of the Three Lines, consisting of Business and Support Areas, Risk Management, and Internal Audit relative to the management and oversight of risk. As the first line of defense, Lines of Business and Support Areas have the primary responsibility to accept, own, and proactively identify, monitor, and manage risk. The second line of defense, Risk Management, provides independent, centralized oversight over all risk categories by aggregating, analyzing, and reporting risk information. The third line of defense, Internal Audit, is responsible for independently evaluating the appropriateness of the risk governance framework for the size, complexity, and risk profile of Key.

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Market risk management

Market risk is the risk that movements in market risk factors, including interest rates, foreign exchange rates, equity prices, commodity prices, credit spreads, and volatilities will reduce Key’s income and the value of its portfolios. These factors influence prospective yields, values, or prices associated with the instrument. We are exposed to market risk both in our trading and nontrading activities, which include asset and liability management activities. Our risk management activities are focused on ensuring that we properly identify, measure, and manage such risks across the entire enterprise to maintain safety and soundness, and to maximize profitability. Information regarding our fair value policies, procedures, and methodologies is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Fair Value Measurements” and Note 5 (“Fair Value Measurements”) in this report.

Trading market risk

Key incurs market risk as a result of trading activities that are used in support of client facilitation and hedging activities, principally within our investment banking and capital markets businesses. Key has exposures to a wide range of risk factors including interest rates, equity prices, foreign exchange rates, credit spreads, and commodity prices, as well as the associated implied volatilities and spreads. Our primary market risk exposures are a result of trading and hedging activities in the derivative and fixed income markets, including securitization exposures. At December 31, 2025, we did not have any re-securitization positions. We maintain modest trading inventories to facilitate customer flow, make markets in securities, and hedge certain risks including but not limited to credit spread risk and interest rate risk. The risks associated with these activities are mitigated in accordance with the Market Risk policies. The majority of our positions are traded in active markets.

Governance structure - Trading market risk

Market risk management is an integral part of Key’s risk culture. The Joint KeyCorp and KeyBank National Association Risk Committee (“Board Risk Committee”) provides oversight of trading market risks. The ALCO and the Market Risk Committee regularly review and discuss market risk exposures and results of monitoring activities. Market risk policies and procedures have been defined and take into account our tolerance for risk and consideration for the business environment. The Market Risk Committee approves market risk policies and recommends our significant market risk policy to the ALCO and the Board Risk Committee for approval.

MTRM, as the second line of defense, is an independent risk management function that partners with the lines of business to identify, measure, and monitor market risks throughout our company. MTRM is responsible for ensuring transparency of significant market risks, monitoring compliance with established limits, and escalating limit exceptions to appropriate senior management. The various business units and trading desks are responsible for ensuring that market risk exposures are well-managed and prudent. Market risk is monitored through various measures, such as VaR, and through routine stress testing, sensitivity, and scenario analyses. MTRM conducts stress tests for each position using historical worst case and standard shock scenarios. VaR, stressed VaR, and other analyses are prepared daily and distributed to appropriate management.

Covered positions. We monitor the market risk of our covered positions as defined in the Market Risk Rule, which includes all of our trading positions as well as all foreign exchange and commodity positions, regardless of whether the position is in a trading account. Key’s covered positions may also include mortgage-backed and asset-backed securities that may be identified as securitization positions or re-securitization positions under the Market Risk Rule. MTRM as well as the LOB that trades securitization positions monitor the positions, the portfolio composition and the risks identified in this section on a daily basis consistent with the Market Risk policies and procedures. At December 31, 2025, covered positions did not include any re-securitization positions. Instruments that are used to hedge nontrading activities, such as bank-issued debt and loan portfolios, equity positions that are not actively traded, and securities financing activities, do not meet the definition of a covered position. MTRM conducts an initial assessment of a position and shares with the Covered Position Working Group, which provides recommendation of the classification of a position, with final determination made by MTRM and legal. Decisions on the classification of Covered Positions are communicated to the Market Risk Committee as needed.

Our significant portfolios of covered positions are detailed below. We analyze market risk by portfolios of covered positions and do not separately measure and monitor our portfolios by risk type. The descriptions below incorporate the respective risk types associated with each of these portfolios.

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•Fixed income includes those instruments associated with our capital markets business and the trading of securities as a dealer. These instruments may include positions in municipal bonds, bonds backed by the U.S. government, agency and corporate bonds, certain mortgage-backed and asset-backed securities, securities issued by the U.S. Treasury, money markets, and certain CMOs. The activities and instruments within the fixed income portfolio create exposures to interest rate and credit spread risks.

•Interest rate derivatives include interest rate swaps, caps, and floors, which are transacted primarily to accommodate the needs of commercial loan clients. In addition, we enter into interest rate derivatives to offset or mitigate the interest rate risk related to the client positions. The activities within this portfolio create exposures to interest rate risk.

VaR and stressed VaR. VaR is the estimate of the maximum amount of loss on an instrument or portfolio due to adverse market conditions during a given time interval within a stated confidence level. Stressed VaR is used to assess extreme conditions on market risk within our trading portfolios. MTRM calculates VaR and stressed VaR at various confidence levels daily, and the results are closely monitored. VaR and stressed VaR results are also provided to our regulators and utilized in regulatory capital calculations.

We use a historical simulation VaR model to measure the potential adverse effect of changes in interest rates, foreign exchange rates, equity prices, and credit spreads on the fair value of our covered positions and other non-covered positions. Historical moves in risk factors across various asset classes are incorporated in VaR metrics. Additional consideration is given to the risk factors to estimate the exposures that contain optionality features, such as options and cancellable provisions. VaR is calculated using daily observations over a one-year lookback period and approximates a 95% confidence level. Statistically, this means that we would expect to incur losses greater than VaR, on average, five out of 100 trading days, or three to four times each quarter.

The VaR model is an effective tool in estimating ranges of possible gains and losses on our positions. However, there are limitations inherent in the VaR model since it uses historical results over a given time interval to estimate future performance. Historical results may not be indicative of future results, and changes in the market or composition of our portfolios could have a significant impact on the accuracy of the VaR model. We regularly review and enhance the modeling techniques, inputs, and assumptions used. The VaR model undergoes periodic review and validation by Key’s Model Risk team. The Model Risk Committee oversees the Model Validation Program, and results of validations are discussed with the ERM Committee.

MTRM backtests the VaR model on a daily basis to evaluate its predictive power. The test compares VaR model results at the 99% confidence level to daily held profit and loss (the profit/loss resulting from changes in risk factors applied to the previous trading day’s closing positions; held profit and loss excludes fees, commissions, reserves, net interest income, and intraday trading). Backtesting exceptions occur when daily held profit and loss exceeds VaR. There were four backtesting exceptions for KeyCorp during the past 250 trading days ended December 31, 2025, generally caused by large moves in rates. The total number of VaR backtesting breaches for KeyCorp over the preceding 250 trading days is used to determine the multiplier for the VaR based capital requirement under the Market Risk Rule. The multiplier increases from a minimum of 3.0 to a maximum of 4.0, depending on the number of backtesting exceptions. All KeyCorp backtesting exceptions are thoroughly reviewed in the context of VaR model use and performance. The backtesting multiplier for KeyCorp was 3.0 for both December 31, 2025, and December 31, 2024. We do not engage in correlation trading or utilize the internal model approach for measuring default and credit migration risk. Our net VaR approach incorporates diversification, but our VaR calculation does not include the impact of counterparty risk and our own credit spreads on derivatives.

The aggregate VaR at the 99% confidence level with a one day holding period for all covered positions was $0.8 million at December 31, 2025, and $1.4 million at December 31, 2024. Figure 23 summarizes our VaR at the 99% confidence level with a one day holding period for significant portfolios of covered positions for the three months ended December 31, 2025, and December 31, 2024.

Figure 23. VaR for Significant Portfolios of Covered Positions

2025

2024

Three months ended December 31,

Three months ended December 31,

Dollars in millions

High

Low

Mean

December 31,

High

Low

Mean

December 31,  

Trading account assets:

Fixed income

$

1.3 

$

.6 

$

.9 

$

.7 

$

1.3 

$

.4 

$

.9 

$

.8 

Derivatives:

Interest rate

$

.2 

$

.1 

$

.1 

$

.1 

$

.6 

$

.4 

$

.5 

$

.5 

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Stressed VaR is calculated by running the portfolios through a predetermined stress period which is approved by the Market Risk Committee and is calculated at the 99% confidence level using the same model and assumptions used for general VaR. The aggregate stressed VaR for all covered positions was $2.6 million at December 31, 2025, and $5.2 million at December 31, 2024. Figure 24 summarizes our stressed VaR at the 99% confidence level with a one day holding period for significant portfolios of covered positions for the three months ended December 31, 2025, and December 31, 2024. Changes in VaR are dependent on portfolio composition, inventory levels, and other market factors.

Figure 24. Stressed VaR for Significant Portfolios of Covered Positions

2025

2024

Three months ended December 31,

Three months ended December 31,

Dollars in millions

High

Low

Mean

December 31,

High

Low

Mean

December 31,

Trading account assets:

Fixed income

$

2.3 

$

.9 

$

1.6 

$

2.3 

$

5.2 

$

1.3 

$

3.3 

$

4.8 

Derivatives:

Interest rate

$

.3 

$

.1 

$

.2 

$

.2 

$

.4 

$

.2 

$

.3 

$

.3 

Market risk is a component of our internal capital adequacy assessment. Our risk-weighted assets include a market risk-equivalent asset amount, which consists of a VaR component, stressed VaR component, a de minimis exposure amount, and a specific risk add-on including the securitization positions. The aggregate market value of the securitization positions as defined by the Market Risk Rule was $19 million at December 31, 2025, all of which were mortgage-backed security positions. Specific risk is the price risk of individual financial instruments, which is not accounted for by changes in broad market risk factors and is measured through a standardized approach. Market risk weighted assets, including the specific risk calculations, are run quarterly by MTRM in accordance with the Market Risk Rule, and approved by the Chief Market & Treasury Risk Officer.

Nontrading market risk

Most of our nontrading market risk is derived from interest rate fluctuations and its impacts on our traditional loan and deposit products, as well as investments, hedging relationships, long-term debt, and certain short-term borrowings. Interest rate risk, which is inherent in the banking industry, is measured by the potential for fluctuations in net interest income and the EVE. Such fluctuations may result from changes in interest rates and differences in the repricing and maturity characteristics of interest-earning assets and interest-bearing liabilities. We manage the exposure to changes in net interest income and the EVE in accordance with our risk appetite and in accordance with the Board-approved ERM policy.

Interest rate risk positions are influenced by a number of factors, including the balance sheet positioning that arises out of customer preferences for loan and deposit products, economic conditions, the competitive environment within our markets, changes in market interest rates that affect client activity, and our hedging, investing, funding, and capital positions. The primary components of interest rate risk exposure consist of reprice risk, basis risk, yield curve risk, and option risk.

•“Reprice risk” is the exposure to changes in the level of interest rates and occurs when the volume of interest-bearing liabilities and the volume of interest-earning assets they fund (e.g., deposits used to fund loans) do not mature or reprice at the same time.

•“Yield curve risk” is the exposure to nonparallel changes in the slope of the yield curve (where the yield curve depicts the relationship between the yield on a particular type of security and its term to maturity) and occurs when interest-bearing liabilities and the interest-earning assets that they fund do not price or reprice to the same term point on the yield curve.

•“Option risk” is the exposure to a customer or counterparty’s ability to take advantage of the interest rate environment and terminate or reprice one of our assets, liabilities, or off-balance sheet instruments prior to contractual maturity. Option risk occurs when exposures to customer and counterparty early withdrawals or prepayments are not mitigated with an offsetting position or appropriate compensation.

•“Basis risk” is the exposure to asymmetrical changes in interest rate indexes and occurs when floating-rate assets and floating-rate liabilities reprice at the same time, but in response to different market factors or indexes.

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Governance structure - Nontrading market risk

The management of nontrading market risk is centralized within Corporate Treasury. The Risk Committee of our Board provides oversight of nontrading market risk. The ERM Committee, the ALCO, and the Treasury Risk Oversight Committee (“TROC”) review reports on the interest rate risk exposures described above. In addition, the ALCO and the TROC review reports on stress tests and sensitivity analyses related to interest rate risk. These committees have various responsibilities related to managing nontrading market risk, including recommending, approving, and monitoring strategies that maintain risk positions within approved tolerance ranges. The A/LM policy provides the framework for the oversight and management of interest rate risk and is administered by the ALCO. The MTRM, as the second line of defense, provides additional oversight.

Net interest income simulation analysis. The primary tool we use to measure our interest rate risk is simulation analysis. For purposes of this analysis, we estimate our net interest income based on the current and projected composition of our on- and off-balance sheet positions, accounting for recent and anticipated trends in customer activity. The analysis also incorporates assumptions for the current and projected interest rate environments and balance sheet growth projections based on a most likely macroeconomic outlook. The modeling incorporates investment portfolio and swap portfolio balances consistent with management's desired interest rate risk positioning. The simulation model estimates the amount of net interest income at risk by simulating the change in net interest income that would occur if rates were to gradually diverge from market expectations over the next 12 months (subject to a floor on market interest rates at zero).

Figure 25 presents the results of the simulation analysis at December 31, 2025, and December 31, 2024. At December 31, 2025, our simulated exposure to changes in interest rates remained neutral. The exposure to declining rates has changed from 0.15% as of December 31, 2024 to (0.35)% as of December 31, 2025, while the exposure to rising rates has changed from (0.39)% as of December 31, 2024 to 0.41% as of December 31, 2025. The modest shift toward asset sensitivity was caused principally by the adoption of a new pricing model for indeterminate maturity interest-bearing deposits in the first quarter of 2025. The new deposit beta model incorporates more historical data and features that we believe more accurately reflect the behavior of our clients in rising and declining interest rate cycles. In addition, since the beginning of the second quarter of 2025, Key now measures simulated change in net interest income relative to implied forwards in a baseline scenario. Previously, metrics were calculated against a flat-rate assumption in the baseline scenario.

We are actively managing the balance sheet to maintain desired IRR positioning in the current environment. Tolerance levels for risk management require the development of remediation plans to maintain residual risk within tolerance if simulation modeling demonstrates that a gradual, parallel 200 basis point increase or 200 basis point decrease in interest rates over the next 12 months would adversely affect net interest income over the same period by more than 5.0%, revised mid-2025 from 5.5% to reflect tighter risk management. Current modeled exposure is within Board-approved tolerances.

Figure 25. Simulated Change in Net Interest Income

December 31, 2025

December 31, 2024

Basis point change assumption

-200

+200

-200

+200

Tolerance level

(5.00)

%

(5.00)

%

(5.50)

%

(5.50)

%

Interest rate risk assessment

(0.35)

%

0.41 

%

0.15 

%

(0.39)

%

Simulation analyses produce an estimate of interest rate exposure based on assumption inputs within the model. Assumptions are tailored to the specific interest rate environment and validated on a regular basis. However, actual results may differ from those derived in simulation analyses due to unanticipated changes to the balance sheet composition, customer behavior, product pricing, market interest rates, changes in management’s desired interest rate risk positioning, investment, funding and hedging activities or repercussions from exogenous events.

Regular sensitivity analyses are performed on the model inputs that could materially change the resulting risk assessments. Assessments are performed using different yield curve shapes, including steepenings or flattenings of the curve, immediate changes in market interest rates, and changes in the relationship of money market interest rates. Assessments are also performed on changes to the following assumptions: loan and deposit balances, the pricing of deposits without contractual maturities, changes in lending spreads, prepayments on loans and securities, investment, funding and hedging activities, and liquidity and capital management strategies.

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The results of additional assessments indicate that net interest income could increase or decrease from the base simulation results presented in Figure 25. Net interest income is highly dependent on the timing, magnitude, frequency, and path of interest rate changes and the associated assumptions for deposit repricing relationships, lending spreads, and the balance behavior of transaction accounts. If fixed-rate assets increase by $1 billion, or fixed-rate liabilities decrease by $1 billion, then the potential benefit to declining rates would increase by approximately 21 basis points. A five percentage point increase or decrease in the interest-bearing deposit beta assumption changes the current simulation results by approximately 97 basis points.

The current interest rate risk position could fluctuate to higher or lower levels of risk depending on the competitive environment and client behavior that may affect the actual volume, mix, maturity, and repricing characteristics of loan and deposit flows. Corporate Treasury’s discretionary activities related to funding, investing, and hedging may also change as a result of changes in customer business flows or changes in management’s desired interest rate risk positioning. As changes occur to both the configuration of the balance sheet and the outlook for the economy, management proactively evaluates hedging opportunities that may change the interest rate risk profile.

Simulations are also conducted that measure the effect of changes in market interest rates in the second and third years of a three-year horizon. These simulations are conducted in a similar manner to those based on a 12-month horizon. To capture longer-term exposures, changes in the EVE are calculated as discussed in the following section.

Economic value of equity modeling. EVE complements net interest income simulation analysis as it estimates risk exposure beyond 12-, 24-, and 36-month horizons. EVE modeling measures the extent to which the economic values of assets, liabilities, and off-balance sheet instruments may change in response to fluctuations in interest rates. EVE is calculated by subjecting the balance sheet to an immediate increase or decrease in interest rates, measuring the resulting change in the values of assets, liabilities, and off-balance sheet instruments, and comparing those amounts with the base case of the current interest rate environment. EVE policy limits are measured against a +/-200 basis point scenario subject to a floor on market interest rates at zero. This analysis is highly dependent upon assumptions applied to assets and liabilities with non-contractual maturities. Those assumptions are based on historical behaviors, as well as forward expectations. Remediation plans are similarly developed if the analysis indicates that the EVE will decrease by 15% or more in response to an instantaneous increase or decrease in interest rates. The position is within these guidelines as of December 31, 2025.

Management of interest rate exposure. The results of the various interest rate risk analyses are used to formulate A/LM strategies to achieve the desired risk profile while managing to objectives for capital adequacy and liquidity risk exposures. Specifically, risk positions are managed by purchasing or selling securities, issuing term debt with floating or fixed interest rates, and using derivatives. Interest rate swaps and options are predominantly used, which modify the interest rate characteristics of certain assets and liabilities.

Figure 26 shows all swap positions held for A/LM purposes. These positions are used to convert the contractual interest rate index of agreed-upon amounts of assets and liabilities (i.e., notional amounts) to another interest rate index. For example, fixed-rate debt is converted to a floating rate through a “receive fixed/pay variable” interest rate swap. The volume, maturity, and mix of portfolio swaps change frequently to reflect broader A/LM objectives and the balance sheet positions to be hedged. For more information about how interest rate swaps are used to manage the risk profile, see Note 7 (“Derivatives and Hedging Activities”).

Figure 26. Portfolio Swaps and Options by Interest Rate Risk Management Strategy

December 31, 2025

Weighted-Average

December 31, 2024

Dollars in millions

Notional

Amount

Fair

Value

Maturity

(Years)

Receive

Rate

Pay

Rate

Notional

Amount

Fair

Value

Receive fixed/pay variable — conventional loans

$

37,050 

$

66 

1.7

3.3 

%

3.8 

%

$

18,750 

$

(442)

Receive fixed/pay variable — conventional debt

8,722 

(198)

4.2

2.7 

3.8 

9,818 

(470)

Receive fixed/pay variable — forward loans

2,200 

40 

2.6

4.1 

3.8 

19,200 

(114)

Receive fixed/pay variable — forward debt

— 

— 

—

— 

— 

950 

(22)

Pay fixed/receive variable — conventional debt

50 

— 

2.5

4.0 

3.6 

50 

1 

Pay fixed/receive variable — securities

10,194 

(100)

2.2

3.8 

4.1 

9,405 

5 

Total portfolio swaps

$

58,216 

$

(192)

(a)

2.2

3.3 

%

3.8 

%

$

58,173 

$

(1,042)

(a)

Floors — forward purchased

$

3,250 

$

— 

.1

— 

%

— 

%

$

3,250 

$

2 

Floors — forward sold

3,250 

— 

.1

— 

— 

3,250 

(1)

Total floors

$

6,500 

$

— 

—

— 

%

— 

%

$

6,500 

$

1 

(a)Excludes accrued interest of $173 million and $51 million at December 31, 2025, and December 31, 2024, respectively.

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Liquidity risk management

Liquidity risk, which is inherent in the banking industry, is measured by our ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, and fund new business opportunities at a reasonable cost, in a timely manner, and without adverse consequences. Liquidity management involves maintaining sufficient and diverse sources of funding to accommodate planned, as well as unanticipated, changes in cash flows of assets and liabilities under both normal and adverse conditions.

Governance structure

We manage liquidity for all of our affiliates on a consolidated basis. This approach considers the funding sources available to each entity, as well as each entity’s capacity to manage through adverse conditions.

The management of consolidated liquidity risk is centralized within Corporate Treasury. Oversight and governance is provided by the Board, the ALCO, the TROC, and the Chief Risk Officer. The Asset Liability Management Policy provides the framework for the oversight and management of liquidity risk and is administered by the ALCO. The Corporate Treasury Oversight group within MTRM, as the second line of defense, provides additional oversight. Our current liquidity risk management practices are in compliance with the Federal Reserve Board’s Enhanced Prudential Standards.

These committees mentioned above regularly review liquidity and funding summaries, liquidity trends, peer comparisons, variance analyses, liquidity projections, internal liquidity stress tests, and goal tracking reports. The reviews generate a discussion of positions, trends, and directives on liquidity risk and shape a number of our decisions. When liquidity pressure is elevated, positions are monitored more closely and reporting is more intensive. To ensure that emerging issues are identified, we monitor an extensive set of systemic and idiosyncratic early warning indicators daily.

Factors affecting liquidity

Our liquidity could be adversely affected by both direct and indirect events. An example of a direct event would be a downgrade in our credit ratings by a rating agency. Examples of indirect events (events unrelated to us) that could impair our access to liquidity would be an act of terrorism or war, natural disasters, global pandemics, political events, or the default or bankruptcy of a major corporation, mutual fund, or hedge fund. Similarly, market speculation, or rumors about us or the banking industry in general, may adversely affect the cost and availability of normal funding sources.

Our credit ratings and rating agency outlooks at December 31, 2025, are shown in Figure 27. While we believe these credit ratings, under normal conditions in the capital markets, will enable KeyCorp or KeyBank to issue fixed income securities to investors, downgrades in our credit ratings could increase our cost of funds, trigger additional collateral or funding requirements, and decrease the number of investors and counterparties willing to lend to us.

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Figure 27. Credit Ratings

December 31, 2025

Outlook

Short-Term

Borrowings

Long-Term

Deposits(a)

Senior

Long-Term

Debt

Subordinated

Long-Term

Debt

Capital

Securities

Preferred

Stock

KEYCORP

Standard & Poor’s

Stable

A-2

N/A

BBB

BBB-

BB

BB

Moody’s

Positive

P-2

N/A

Baa2

Baa2

Baa3

Ba1

Fitch Ratings, Inc.

Stable

F1

N/A

A-

N/A

BB+

BB+

DBRS, Inc.

Stable

R-1 (low)

N/A

A (low)

BBB (high)

BBB (high)

BBB (low)

KEYBANK

Standard & Poor’s

Stable

A-2

N/A

BBB+

BBB

N/A

N/A

Moody’s

Positive

P-2

P-1/A2

Baa1

Baa2

N/A

N/A

Fitch Ratings, Inc.

Stable

F1

F1/A

A-

BBB+

N/A

N/A

DBRS, Inc.

Stable

R-1 (low)

A

A

A (low)

N/A

N/A

(a)P-1 rating assigned by Moody’s is specific to KeyBank’s short-term bank deposit ratings. F1 assigned by Fitch Ratings, Inc. is specific to KeyBank’s short-term deposit ratings.

Managing liquidity risk

Most of our liquidity risk is derived from our business model, which involves taking in deposits, many of which can be withdrawn at any time, and lending them out in the form of illiquid loan assets. The assessments of liquidity risk are measured under the assumption of normal operating conditions as well as under stressed environments. We manage these exposures in accordance with our risk appetite, and within Board-approved policy limits.

We regularly monitor our liquidity position and funding sources and measure our capacity to obtain funds in a variety of hypothetical scenarios in an effort to maintain an appropriate mix of available and affordable funding. In the normal course of business, we perform a monthly internal liquidity stress test at the consolidated KeyCorp level. From time to time, we may conduct internal liquidity stress tests more frequently, and use assumptions to reflect the changed market environment. Our testing incorporates estimates for loan and deposit lives based on our historical studies. Internal liquidity stress tests analyze potential liquidity scenarios under various funding constraints and time periods. Ultimately, they determine the periodic effects that major direct and indirect events would have on our access to funding markets and our ability to fund our normal operations. To compensate for the effect of these assumed liquidity pressures, we consider alternative sources of liquidity and maturities over different time periods to project how funding needs would be managed.

Our primary source of funding for KeyBank is customer deposits resulting in a consolidated loan-to-deposit ratio of 72.5% as of December 31, 2025. If the cash flows needed to support operating and investing activities are not satisfied by deposit balances, we rely on wholesale funding or on-balance sheet liquid reserves. Additionally, excess cash generated by operating, investing, and deposit-gathering activities may be used to repay outstanding debt or invest in liquid assets.

We maintain a Contingency Funding Plan that outlines the process for addressing a liquidity crisis. As part of the plan, we maintain on-balance sheet liquid reserves referred to as our liquid asset portfolio, which consists of high quality liquid assets. During a stress period, that reserve could be used as a source of funding to provide time to develop and execute a longer-term strategy. Figure 28 shows our available contingent liquidity at December 31, 2025 and December 31, 2024. As of December 31, 2025, our secured term borrowings were $810 million, a decrease of $519 million compared to December 31, 2024 due to a reduction in FHLB borrowings.

Figure 28. Available Contingent Liquidity

December 31,

Dollars in billions

2025

2024

Available contingent liquidity:

Unpledged securities

$

29.4 

$

25.5 

Net balances of federal funds sold and balances in our Federal Reserve account

9.3 

17.4 

Unused secured borrowing capacity at the Federal Reserve Bank of Cleveland

39.5 

36.7 

Unused secured borrowing capacity at the FHLB

18.9 

18.9 

Total

$

97.0 

$

98.5 

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Long-term liquidity strategy

Our long-term liquidity strategy is to be predominantly funded by core deposits. However, we may use wholesale funds to sustain an adequate liquid asset portfolio, meet daily cash demands, and allow management flexibility to execute business initiatives. Key’s client-based relationship strategy provides for a strong core deposit base that, in conjunction with intermediate and long-term wholesale funds managed to a diversified maturity structure and investor base, supports our liquidity risk management strategy. We use the loan-to-deposit ratio as a metric to monitor these strategies. Our target loan-to-deposit ratio is around 80% (at December 31, 2025, our loan-to-deposit ratio was 72.5%), which we calculate as the sum of total loans, loans held for sale, and nonsecuritized discontinued loans divided by deposits.

Liquidity programs

We have several liquidity programs that are designed to enable KeyCorp and KeyBank to raise funds in the public and private debt markets. The proceeds from most of these programs can be used for general corporate purposes, including acquisitions. These liquidity programs are reviewed from time to time by the Board and are renewed and replaced as necessary. There are no restrictive financial covenants in any of these programs.

KeyCorp maintains a Medium-Term Note Program that permits KeyCorp to issue notes with original maturities of nine months or more. At December 31, 2025, KeyCorp had $13.3 billion available for issuance under the Medium-Term Note Program.

Under its Bank Note Program, KeyBank may issue up to $20 billion of notes. At December 31, 2025, there was $20.0 billion available for issuance under the KeyBank Bank Note Program.

Liquidity for KeyCorp

The primary sources of liquidity for KeyCorp are dividends from KeyBank and the proceeds from the issuance of debt and capital securities. KeyCorp has sufficient liquidity when it can service its debt; support customary corporate operations and activities (including acquisitions); support occasional guarantees of subsidiaries’ obligations in transactions with third parties at a reasonable cost, in a timely manner, and without adverse consequences; and fund capital distributions in the form of dividends and share buybacks.

We use a parent cash coverage months metric as the primary measure to assess parent company liquidity. The parent cash coverage months metric measures the number of months into the future where projected obligations can be met with the current quantity of liquidity. We generally issue term debt to supplement dividends from KeyBank to manage our liquidity position at or above our targeted levels. The parent company generally maintains cash and short-term investments in an amount sufficient to meet projected debt maturities and dividends for the next 24 months. At December 31, 2025, KeyCorp held $4.9 billion in cash and short-term investments, which we projected to be sufficient to meet our projected obligations, including the repayment of our maturing debt obligations for the periods prescribed by our risk tolerance.

Typically, KeyCorp meets its liquidity requirements through regular dividends from KeyBank, supplemented with the proceeds from term debt issuances. Federal banking law limits the amount of capital distributions that a bank can make to its holding company without prior regulatory approval. A national bank’s dividend-paying capacity is affected by several factors, including net profits (as defined by statute) for the two previous calendar years and for the current year, up to the date of dividend declaration. During 2025, KeyBank paid $1.4 billion in cash dividends to KeyCorp, and during the fourth quarter of 2025, KeyBank paid $525 million in cash dividends to KeyCorp. At December 31, 2025, KeyBank had $783 million in regulatory capacity to pay any dividends to KeyCorp without prior regulatory approval.

Our liquidity position and recent activity

Our liquid asset portfolio, which includes overnight and short-term investments, as well as unencumbered, high quality liquid securities held as protection against a range of potential liquidity stress scenarios, continues to exceed the amount that we estimate would be necessary to manage through an adverse liquidity event by providing sufficient time to develop and execute a longer-term solution.

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On December 29, 2025 all of the KeyBank outstanding 4.700% Fixed Rate Senior Bank Notes due January 26, 2026 were called at a redemption price equal to 100% of the outstanding principal amount of the Senior Bank Notes plus accrued and unpaid interest to, but excluding, the redemption date.

In addition, on January 28, 2026, also under the Medium-Term Note Program, KeyCorp issued $750 million of 5.305% Fixed-to-Floating Rate Senior Notes due January 28, 2037.

From time to time, KeyCorp or KeyBank may seek to retire, repurchase, or exchange outstanding debt, capital securities, preferred shares, or common shares through cash purchase, privately negotiated transactions or other means. Additional information on repurchases of Common Shares by KeyCorp is included in Part II, Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities of this report. Such transactions depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, regulatory requirements, and other factors. The amounts involved may be material, individually or collectively.

The Consolidated Statements of Cash Flows summarize our sources and uses of cash by type of activity for the years ended December 31, 2025, and December 31, 2024.

Credit risk management

Credit risk is the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Like other financial services institutions, we make loans, extend credit, distribute credit risk, purchase securities, provide financial and payments products, and enter into financial derivative contracts, all of which have related credit risk.

Credit policy, approval, and evaluation

We manage credit risk exposure through a multifaceted program. The Credit Risk Committee recommends Significant Level 1 credit policies to the Board Risk Committee for approval. These policies are communicated throughout the organization to foster a consistent approach to granting credit.

Our credit risk management team and certain individuals within our lines of business, to whom credit risk management has delegated limited credit authority, are responsible for credit approval. Individuals with assigned credit authority are authorized to grant exceptions to credit policies. It is not unusual to make exceptions to established policies when mitigating circumstances dictate, however, a corporate level tolerance has been established to keep exceptions at an acceptable level based upon portfolio and economic considerations.

Our credit risk management team uses risk models to evaluate consumer loans. These models, known as scorecards, forecast the probability of serious delinquency and default for an applicant. The scorecards are embedded in the application processing system, which allows for real-time scoring and automated decisions for many of our products. We periodically validate the loan scoring processes.

We maintain an active concentration management program to mitigate concentration risk in our credit portfolios. For individual obligors, we employ a sliding scale of exposure, known as hold limits, which is dictated by the type of loan and strength of the borrower.

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Allowance for loan and lease losses

We estimate the appropriate level of the ALLL on at least a quarterly basis. The methodology used is described in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Allowance for Loan and Lease Losses.” Briefly, the ALLL estimate uses various models and estimation techniques based on our historical loss experience, current borrower characteristics, current conditions, reasonable and supportable forecasts and other relevant factors. The ALLL at December 31, 2025, represents our best estimate of the lifetime expected credit losses inherent in the loan portfolio at that date. For more information, see Note 4 (“Asset Quality”).

As shown in Figure 29, our ALLL from continuing operations increased by $18 million, or 1.3%, from December 31, 2024. The commercial ALLL increased by $41 million, or 4.0%, from December 31, 2024, driven by changes in the economic outlook and loan growth, partly offset by improving credit quality trends. The consumer ALLL decreased $23 million, or 6.2%, from December 31, 2024, driven by the impact of ongoing loan balance reductions and strong credit performance.

Figure 29. Allocation of the Allowance for Loan and Lease Losses

2025

2024

December 31,

Dollars in millions

Total

Allowance

Percent of

Allowance

to Total

Allowance

Percent of

Loan Type

to Total

Loans

Total

Allowance

Percent of

Allowance

to Total

Allowance

Percent of

Loan Type

to Total

Loans

Commercial and industrial

$

745 

50.6 

%

54.1 

%

$

639 

45.4 

%

50.7 

%

Commercial real estate:

Commercial mortgage

252 

19.2 

12.9 

320 

22.7 

12.8 

Construction

55 

3.5 

2.7 

51 

3.6 

2.8 

Total commercial real estate loans

307 

22.7 

15.6 

371 

26.3 

15.6 

Commercial lease financing

26 

1.7 

2.1 

27 

1.9 

2.6 

Total commercial loans

1,078 

75.0 

71.8 

1,037 

73.6 

68.9 

Real estate — residential mortgage

66 

4.7 

17.6 

90 

6.4 

19.1 

Home equity loans

52 

4.7 

5.3 

70 

5.0 

6.1 

Other consumer loans

149 

9.9 

4.4 

136 

9.6 

5.0 

Credit cards

82 

5.7 

.9 

76 

5.4 

.9 

Total consumer loans

349 

25.0 

28.2 

372 

26.4 

31.1 

Total loans (a)

$

1,427 

100.0 

%

100.0 

%

$

1,409 

100.0 

%

100.0 

%

(a)Excludes allocations of the ALLL related to the discontinued operations of the education lending business in the amount of $11 million at December 31, 2025, and $13 million at December 31, 2024.

Net loan charge-offs

Figure 30 shows the trend in our net loan charge-offs by loan type, while the composition of loan charge-offs and recoveries by type of loan is presented in Figure 32. Figure 31 shows the ratio of net charge-offs by loan category as a percentage of the respective average loan balance.

Over the past 12 months, net loan charge-offs decreased $10 million, mainly reflecting a decrease in charge-offs of consumer loans.

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Figure 30. Net Loan Charge-offs from Continuing Operations(a)

Year ended December 31,

Dollars in millions

2025

2024

Commercial and industrial

$

255 

$

305 

Commercial real estate:

Commercial mortgage

87 

38 

Construction

— 

— 

Total commercial real estate loans

87 

38 

Commercial lease financing

6 

2 

Total commercial loans

348 

345 

Real estate — residential mortgage

(2)

(2)

Home equity loans

(1)

— 

Other consumer loans

48 

56 

Credit cards

37 

41 

Total consumer loans

82 

95 

Total net loan charge-offs

$

430 

$

440 

Net loan charge-offs to average loans

.41 

%

.41 

%

Net loan charge-offs from discontinued operations — education lending business

$

2 

$

3 

(a)Credit amounts indicate that recoveries exceeded charge-offs.

Figure 31. Net Loan Charge-offs to Average Loans from Continuing Operations(a)

Year ended December 31,

2025

2024

Commercial and industrial

0.46 

%

0.56 

%

Commercial real estate:

Commercial mortgage

0.65 

0.27 

Construction

0.01 

— 

Total commercial real estate loans

0.54 

0.22 

Commercial lease financing

0.25 

0.05 

Total commercial loans

0.47 

0.46 

Real estate — residential mortgage

(0.01)

(0.01)

Home equity loans

(0.01)

— 

Other consumer loans

0.96 

1.01 

Credit cards

4.08 

4.44 

Total consumer loans

0.26 

0.29 

Total net loan charge-offs

0.41 

%

0.41 

%

(a)Credit amounts indicate that recoveries exceeded charge-offs.

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Figure 32. Summary of Loan and Lease Loss Experience from Continuing Operations

Year ended December 31,

Dollars in millions

2025

2024

Average loans outstanding

$

105,660 

$

107,724 

Allowance for loan and lease losses at beginning of period

$

1,409 

$

1,508 

Loans charged off:

Commercial and industrial

$

312 

$

363 

Commercial real estate:

Commercial mortgage

94 

40 

Construction

— 

— 

Total commercial real estate loans (a)

94 

40 

Commercial lease financing

6 

7 

Total commercial loans (b)

412 

410 

Real estate — residential mortgage

2 

3 

Home equity loans

2 

2 

Other consumer loans

56 

64 

Credit cards

45 

47 

Total consumer loans

105 

116 

Total loans charged off

517 

526 

Recoveries:

Commercial and industrial

57 

58 

Commercial real estate:

Commercial mortgage

7 

2 

Construction

— 

— 

Total commercial real estate loans (a)

7 

2 

Commercial lease financing

— 

5 

Total commercial loans (b)

64 

65 

Real estate — residential mortgage

4 

5 

Home equity loans

3 

2 

Other consumer loans

8 

8 

Credit cards

8 

6 

Total consumer loans

23 

21 

Total recoveries

87 

86 

Net loan charge-offs

(430)

(440)

Provision (credit) for loan and lease losses

448 

341 

Allowance for loan and lease losses at end of year

$

1,427 

$

1,409 

Liability for credit losses on lending-related commitments at beginning of the year

290 

296 

Provision (credit) for losses on lending-related commitments

23 

(6)

Liability for credit losses on lending-related commitments at end of the year (c)

$

313 

$

290 

Total allowance for credit losses at end of the year

$

1,740 

$

1,699 

Net loan charge-offs to average total loans

.41 

%

.41 

%

Allowance for loan and lease losses to period-end loans

1.34 

1.35 

Allowance for credit losses to period-end loans

1.63 

1.63 

Allowance for loan and lease losses to nonperforming loans

232.0 

185.9 

Allowance for credit losses to nonperforming loans

282.9 

224.1 

Discontinued operations — education lending business:

Loans charged off

$

3 

$

4 

Recoveries

1 

1 

Net loan charge-offs

$

(2)

$

(3)

(a)See Figure 11 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial real estate loan portfolio.

(b)See Figure 10 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial loan portfolio.

(c)Included in “accrued expense and other liabilities” on the balance sheet.

Nonperforming assets

Figure 33 shows the composition of our nonperforming assets. As shown in Figure 33, nonperforming assets decreased $145 million during 2025. See Note 1 (“Summary of Significant Accounting Policies”) under the headings “Nonperforming Loans,” “Impaired Loans,” and “Allowance for Loan and Lease Losses” for a summary of our nonaccrual and charge-off policies.

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Figure 33. Summary of Nonperforming Assets and Past Due Loans from Continuing Operations

December 31,

Dollars in millions

2025

2024

Commercial and industrial

$

256 

$

322 

Commercial real estate:

Commercial mortgage

157 

243 

Construction

— 

— 

Total commercial real estate loans (a)

157 

243 

Commercial lease financing

7 

— 

Total commercial loans (b)

420 

565 

Real estate — residential mortgage

104 

92 

Home equity loans

80 

89 

Other consumer loans

4 

5 

Credit cards

7 

7 

Total consumer loans

195 

193 

Total nonperforming loans

615 

758 

Nonperforming loans held for sale

3 

— 

OREO

9 

14 

Other nonperforming assets

— 

— 

Total nonperforming assets

$

627 

$

772 

Accruing loans past due 90 days or more

$

99 

$

90 

Accruing loans past due 30 through 89 days

220 

206 

Nonperforming assets from discontinued operations — education lending business

2 

2 

Nonperforming loans to period-end portfolio loans

.58 

%

.73 

%

Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets

.59 

.74 

(a)See Figure 11 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial real estate loan portfolio.

(b)See Figure 10 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial loan portfolio.

Figure 34 shows the types of activity that caused the change in our nonperforming loans during each of the last four quarters and the years ended December 31, 2025, and December 31, 2024.

Figure 34. Summary of Changes in Nonperforming Loans from Continuing Operations

2025 Quarters

Dollars in millions

2025

Fourth

Third

Second

First

2024

Balance at beginning of period

$

758 

$

658 

$

696 

$

686 

$

758 

$

574 

Loans placed on nonaccrual status

861 

248 

210 

233 

170 

1,140 

Charge-offs

(517)

(124)

(140)

(127)

(126)

(526)

Loans sold

(20)

(7)

(13)

— 

— 

(72)

Payments

(323)

(124)

(68)

(74)

(57)

(259)

Transfers to OREO

(5)

(1)

(1)

(1)

(2)

(6)

Loans returned to accrual status

(139)

(35)

(26)

(21)

(57)

(93)

Balance at end of period

$

615 

$

615 

$

658 

$

696 

$

686 

$

758 

Operational and compliance risk management

Like all businesses, we are subject to operational risk, which is the risk of loss resulting from human error or malfeasance, inadequate or failed internal processes and systems, and external events. These events include, among other things, threats to our cybersecurity, as we are reliant upon information systems and the internet to conduct our business activities. Operational risk intersects with compliance risk, which is the risk of loss from violations of, or noncompliance with, laws, rules and regulations, prescribed practices, and ethical standards. Under the Dodd-Frank Act, large financial companies like Key are subject to heightened prudential standards and regulation. This heightened level of regulation has increased our operational risk. While operational and compliance risk are separate risk disciplines in KeyCorp’s ERM framework, losses and/or additional regulatory compliance costs are included in operational loss reporting and could take the form of explicit charges, increased operational costs, or harm to our reputation.

We seek to mitigate operational risk through identification and measurement of risk, alignment of business strategies with risk appetite and tolerance, and a system of internal controls and reporting. We continuously strive to strengthen our system of internal controls to improve the oversight of our operational risk and to ensure compliance with laws, rules, and regulations. For example, an operational event database tracks the amounts and sources of operational risk and losses. This tracking mechanism helps to identify weaknesses and to highlight the need to take corrective action. We also rely upon software programs designed to assist in assessing operational risk and

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monitoring our control processes. This technology has enhanced the reporting of the effectiveness of our controls to senior management and the Board.

The Operational Risk Management Program provides the framework for the structure, governance, roles, and responsibilities, as well as the content, to manage operational risk for Key. The Compliance Risk Management Program serves the same function in managing compliance risk for Key. The Operational Risk Committee and the Compliance Risk Committee support the ERM Committee by identifying early warning events and trends, escalating emerging risks, and discussing forward-looking assessments. Both the Operational Risk Committee and the Compliance Risk Committee include attendees from each of the Three Lines of Defense. Primary responsibility for managing and monitoring internal control mechanisms lies with the managers of our various lines of business. The Operational Risk Committee and Compliance Risk Committee are senior management committees that oversee our level of operational and compliance risk and direct and support our operational and compliance infrastructure and related activities. These committees and the Operational Risk Management and Compliance Risk Management functions are an integral part of our ERM Program. Our Internal Audit function regularly assesses the overall effectiveness of our Operational Risk Management and Compliance Risk Management Programs and our system of internal controls. Internal Audit reports the results of reviews on internal controls and systems to senior management and the Audit Committee and updates the Risk Committee, as appropriate, on matters related to the oversight of these controls.

Cybersecurity

For information on our cybersecurity risk management and governance practices, please see Item 1C. Cybersecurity of this report.

GAAP to Non-GAAP Reconciliations

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not

audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company,

they have limitations as analytical tools, and should not be considered in isolation, nor as a substitute for analyses

of results as reported under GAAP.

The tangible common equity ratio and the return on tangible common equity ratio have been a focus for some investors, and management believes that these ratios may assist investors in analyzing Key’s capital position without regard to the effects of intangible assets and preferred stock. Since analysts and banking regulators may assess our capital adequacy using tangible common equity, we believe it is useful to enable investors to assess our capital adequacy on these same bases.

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Year ended December 31,

Dollars in millions

2025

2024

2023

Tangible common equity to tangible assets at period end

Key shareholders’ equity (GAAP)

$

20,381 

$

18,176 

$

14,637 

Less:

Intangible assets

2,760 

2,779 

2,806 

Preferred Stock (a)

2,446 

2,446 

2,446 

Tangible common equity (non-GAAP)

$

15,175 

$

12,951 

$

9,385 

Total assets (GAAP)

$

184,381 

$

187,168 

$

188,281 

Less:

Intangible assets

2,760 

2,779 

2,806 

Tangible assets (non-GAAP)

$

181,621 

$

184,389 

$

185,475 

Tangible common equity to tangible assets ratio (non-GAAP)

8.36 

%

7.02 

%

5.06 

%

Average tangible common equity

Average Key shareholders’ equity (GAAP)

$

19,493 

$

15,408 

$

13,881 

Less:

Intangible assets (average)

2,769 

2,793 

2,826 

Preferred Stock (average)

2,500 

2,500 

2,500 

Average tangible common equity (non-GAAP)

$

14,224 

$

10,115 

$

8,555 

Return on average tangible common equity from continuing operations

Net income (loss) from continuing operations attributable to Key common shareholders (GAAP)

$

1,685 

$

(306)

$

821 

Average tangible common equity (non-GAAP)

14,224 

10,115 

8,555 

Return on average tangible common equity from continuing operations (non-GAAP)

11.85 

%

(3.03)

%

9.60 

%

Return on average tangible common equity consolidated

Net income (loss) attributable to Key common shareholders (GAAP)

$

1,686 

$

(304)

$

824 

Average tangible common equity (non-GAAP)

14,224 

10,115 

8,555 

Return on average tangible common equity consolidated (non-GAAP)

11.85 

%

(3.01)

%

9.63 

%

Pre-provision net revenue

Net interest income (GAAP)

$

4,636 

$

3,765 

$

3,913 

Plus:

Taxable-equivalent adjustment

35 

45 

30 

Noninterest income

2,842 

809 

2,470 

Less:

Noninterest expense

4,703 

4,545 

4,734 

Pre-provision net revenue from continuing operations (non-GAAP)

$

2,810 

$

74 

$

1,679 

(a)Net of capital surplus.

Adjusted noninterest expense and adjusted noninterest income are non-GAAP measures in that they are adjusted to exclude the impact of significant or unusual items. Management believes adjusting for significant or unusual items provide investors with useful information to gain a better understanding of ongoing operations and enhance comparability of results with prior periods, as well as demonstrate the effects of the financial impacts related to those selected items.

Year ended December 31,

Dollars in millions

2025

2024

2023

Adjusted noninterest expense

Noninterest expense (GAAP)

$

4,703 

$

4,545 

$

4,734 

Adjustments:

Efficiency related expenses

— 

— 

(131)

Pension settlement (other expense)

— 

— 

(18)

FDIC special assessment (other expense)

26 

(25)

(190)

Adjusted noninterest expense (non-GAAP)

$

4,729 

$

4,520 

$

4,395 

Adjusted noninterest income

Noninterest income (GAAP)

$

2,842 

$

809 

$

2,470 

Adjustments:

Loss on sale of securities for securities repositioning

— 

1,833 

— 

Scotiabank investment agreement valuation (other income)

— 

3 

— 

Adjusted noninterest income (non-GAAP)

$

2,842 

$

2,645 

$

2,470 

Critical Accounting Policies and Estimates

Our business is dynamic and complex. Consequently, we must exercise judgment in choosing and applying accounting policies and methodologies. These choices are critical — not only are they necessary to comply with GAAP, they also reflect our view of the appropriate way to record and report our overall financial performance. All accounting policies are important, and all policies described in Note 1 (“Summary of Significant Accounting Policies”) should be reviewed for a greater understanding of how we record and report our financial performance.

In our opinion, some accounting policies are more likely than others to have a critical effect on our financial results and to expose those results to potentially greater volatility. These policies apply to areas of relatively greater

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business importance, or require us to exercise judgment and to make assumptions and estimates that affect amounts reported in the financial statements. Because these assumptions and estimates are based on current circumstances, they may prove to be inaccurate, or we may find it necessary to change them. The following is a description of our current critical accounting policies. We rely heavily on the use of judgment, assumptions, and estimates to make a number of core decisions, including accounting for the ALLL and assets and liabilities that involve valuation methodologies. In addition, we may employ outside valuation experts to assist us in determining fair values of certain assets and liabilities.

Allowance for loan and lease losses

The allowance for loan and lease losses represents management’s estimate of all expected credit losses over the expected contractual life of our existing loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. These critical estimates include significant use of our own historical data and complex methods to interpret them. We have an ongoing process to evaluate and enhance the quality, quantity, and timeliness of our data and interpretation methods used in the determination of these allowances. These evaluations are inherently subjective, as they require material estimates and may be susceptible to significant change, and include, among others:

•PD,

•LGD,

•Outstanding balance of the loan,

•Movement through delinquency stages,

•Amounts and timing of expected future cash flows,

•Value of collateral, which may be obtained from third parties,

•Economic forecasts which are obtained from a third party provider, and

•Qualitative factors, such as changes in current economic conditions, that may not be reflected in modeled results.

As described in our accounting policy related to the ALLL in Note 1 (“Summary of Significant Accounting Policies”) of this report under the heading “Allowance for Loan and Lease Losses," we employ a disciplined process and methodology to establish our ALLL, which has three main components: (i) asset specific / individual loan reserves; (ii) quantitative (formulaic or pooled) reserves; and (iii) qualitative (judgmental) reserves.

We use a non-DCF factor-based approach to estimate expected credit losses that include component PD/LGD/EAD models as well as less complex estimation methods for smaller loan portfolios. Probability of default models estimate the likelihood a borrower will cease making payments as agreed. These models use observed loan-level information and projected paths of macroeconomic variables. Borrower credit attributes including FICO scores of consumers and internally assigned risk ratings for commercial borrowers are significant inputs to the models. Consumer FICO scores are refreshed quarterly and commercial risk ratings are updated annually with select borrowers updated more frequently. The macroeconomic trends that have a significant impact on the probability of default vary by portfolio segment. Exposure at default models estimate the loan balance at the time of default. We use an amortization based formulaic approach to estimate account level EAD for all term loans. We use portfolio specific methods in each of our revolving product portfolios. LGD models estimate the loss we will suffer once a loan is in default. Account level inputs to LGD models include collateral attributes, such as loan to value.

If we observe limitations in the data or models, we use model overlays to make adjustments to model outputs to capture a particular risk or compensate for a known limitation. These variables and others may result in actual loan losses that differ from the originally estimated amounts.

This estimate produced by our models is forward-looking and requires management to use forecasts about future economic conditions to determine the expected credit loss over the remaining life of an instrument. Moody’s Consensus forecast is our source of macroeconomic projections, including the interest rate forecasts used in the credit models. We use a two year reasonable and supportable period across all products to forecast economic conditions. As the length of the life of a financial asset increases, these inputs may become impractical to estimate as reasonable and supportable. We believe the two year time horizon appropriately aligns with our business planning, available industry guidance, and reliability of various forecasting services. Following this two year period in which supportable forecasts can be generated, for all modeled loan portfolios, we revert expected credit losses to a level that is consistent with our historical information by reverting the macroeconomic variables (model inputs) to their long run average. We revert to historical loss rates for less complex estimation methods for smaller portfolios.

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A four quarter reversion period is used where the macroeconomic variables linearly revert to their long run average following the two year reasonable and supportable period. We use a 20 year lookback period for determining long run historical average of the macroeconomic variables. We determined the 20 year lookback period is appropriate as it captures the previous two economic cycles as well as the impact from the pandemic.

The ALLL is sensitive to various macroeconomic drivers such as GDP and unemployment as well as portfolio attributes such as remaining term, outstanding balance, risk ratings, FICO, LTV, and delinquency status. Our ALLL models were designed to capture the correlation between economic and portfolio changes. As such, evaluating shifts in individual portfolio attributes and macroeconomic variables in isolation may not be indicative of past or future performance.

It is difficult to estimate how potential changes in any one factor or input might affect the overall ALLL because we consider a wide variety of factors and inputs in estimating the ALLL. Changes in the factors and inputs considered may not occur at the same rate and may not be consistent across all geographies or product types, and changes in factors and input may be directionally inconsistent, such that improvement in one factor may offset deterioration in others. However, to consider the impact of a hypothetical alternate economic forecast, we compare the modeled quantitative allowance results using a downside economic scenario. The maximum difference in the quarterly macroeconomic variables as of December 31, 2025, between the base and downside scenarios over the two year reasonable and supportable period includes an approximate 6 percentage point decline in GDP annualized growth and an approximate 4 percentage point increase in the U.S. unemployment rate. The difference between these two scenarios would have driven an increase of approximately 1.7x for commercial and 1.6x for the consumer modeled allowance results.

Similarly, deteriorating conditions for portfolio factors were also considered by moderately stressing key portfolio drivers, relative to the baseline portfolio conditions. Stressing risk ratings by two ratings for commercial loans generates a 1.5x increase in the commercial modeled allowance results. Stressing FICO by ten points, and LTV and utilization by 10% for consumer loans generates a 1.1x increase in the consumer modeled allowance results.

Note that these analyses demonstrate the sensitivity of the ALLL to key quantitative assumptions, but exclude potential impacts to non-modeled allowance components and reserves for individually assessed loans. Furthermore, these analyses are not intended to estimate changes in the overall ALLL as they do not reflect qualitative factors, changes in current economic conditions that may not be reflected in quantitatively derived results, and other relevant factors that must be considered to ensure the ALLL reflects our best estimate of current expected credit losses.

Valuation methodologies

Fair value measurements

We measure or monitor many of our assets and liabilities on a fair value basis. Fair value is generally defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) as opposed to the price that would be paid to acquire the asset or received to assume the liability (an entry price), in an orderly transaction between market participants at the measurement date under current market conditions. While management uses judgment when determining the price at which willing market participants would transact when there has been a significant decrease in the volume or level of activity for the asset or liability in relation to “normal” market activity, management’s objective is to determine the point within the range of fair value estimates that is most representative of a sale to a third-party investor under current market conditions.

A fair value measure should reflect the assumptions that market participants would use in pricing the asset or liability, including the assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. Fair value is measured based on a variety of inputs. Fair value may be based on quoted market prices for identical assets or liabilities traded in active markets (Level 1 valuations). If market prices are not available, quoted market prices for similar instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-based valuation techniques for which all significant assumptions are observable in the market are used (Level 2 valuations). Where observable market data is not available, the valuation is generated from model based techniques that use significant assumptions not observable in the market, but observable based on our specific data (Level 3 valuations). Unobservable assumptions reflect our estimates for assumptions that market participants would use in pricing the asset or liability. Valuation techniques typically include option pricing models, discounted cash flow models and

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similar techniques, but may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability.

The selection and weighting of the various fair value techniques may result in a fair value higher or lower than carrying value. Considerable judgment may be involved in determining the amount that is most representative of fair value.

For assets and liabilities recorded at fair value, our policy is to maximize the use of observable inputs

and minimize the use of unobservable inputs when developing fair value measurements for those items where there

is an active market. In certain cases, when market observable inputs for model-based valuation techniques may not

be readily available, we are required to make judgments about assumptions market participants would use

in estimating the fair value of the financial instrument. The models used to determine fair value adjustments are

regularly evaluated by management for relevance under current facts and circumstances.

Changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. When market data is not available, we use valuation techniques requiring more management judgment to estimate the appropriate fair value.

Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary measure of

accounting. Fair value is used on a nonrecurring basis to measure certain assets or liabilities (including held-to-maturity securities, commercial loans held for sale, and OREO) for impairment or for disclosure purposes in accordance with current accounting guidance.

Impairment analysis also relates to long-lived assets and core deposit and other intangible assets. An

impairment loss is recognized if the carrying amount of the asset is not likely to be recoverable and exceeds its fair

value. In determining the fair value, management uses models and applies the techniques and assumptions

previously discussed.

See Note 1 under the heading “Fair Value Measurements” and Note 5 (“Fair Value Measurements”) for a detailed discussion of determining fair value, including pricing validation processes.

Goodwill

The valuation and testing methodologies used in our analysis of goodwill impairment are summarized in Note 1

under the heading “Goodwill and Other Intangible Assets.” Goodwill is initially recorded as the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is tested for impairment for all three of our reporting units: Consumer Bank, Commercial Bank and Institutional Bank. We perform our annual impairment test as of October 1st and on an interim basis if events or changes in circumstances between annual tests suggest additional testing is needed. Testing may be either quantitative or qualitative. Fair value is measured during quantitative tests using a combination of income and market approaches. If the fair value of a reporting unit declines below its carrying value, an impairment charge will be recognized for any amount by which the carrying value exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of the goodwill allocated to that reporting unit. When utilizing the qualitative testing approach, Key examines numerous qualitative factors such as financial performance, market capitalization and other industry and economic trends to conclude whether it is more likely than not that goodwill is impaired.

Effective in the first quarter of 2024, we realigned our real estate capital business from our Commercial Bank reporting unit to our Institutional Bank reporting unit. The move was done to align product-based teams to the client-facing businesses they serve with the goal of reducing overhead and complexity and creating a better client experience. Additionally, due to the realignment, a portion of goodwill was reallocated from our Commercial Bank reporting unit to our Institutional Bank reporting unit immediately after the realignment based on the relative fair value of the transferred business. This realignment was identified as a triggering event for purposes of goodwill impairment testing. As a result, interim goodwill impairment tests were performed during the first quarter of 2024 reflecting the reporting units both immediately before and immediately after the realignment, neither of which resulted in impairment.

Key’s quantitative test estimates the fair value of the reporting units using the income approach (weighted 50%) and two market based approaches: the publicly traded company approach (weighted 25%) and the recent transactions

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approach (weighted 25%). For the market based approaches, valuations of reporting units considered a combination of earnings and equity multiples based on either public companies with characteristics similar to the reporting unit or actual prices paid from recent transactions. Since the fair values determined under the market approaches are representative of noncontrolling interests, the valuations incorporated a control premium. For the income approach, estimated future cash flows were derived from internal forecasts and economic expectations for each reporting unit.

The inputs and assumptions utilized for the valuation of each reporting unit include projections of future cash flows, discount rates, valuation multiples of comparable public companies, and recent transaction information. Future cash flows are based on multi-year forecasts for each reporting unit and include inputs and assumptions such as net interest margin, expected credit losses, noninterest income, noninterest expense, and required capital. A terminal growth rate is estimated for each reporting unit based on market expectations of inflation and economic conditions in the financial services industry. Discount rates are developed using the Capital Asset Pricing Model (“CAPM”) which considers a risk free rate, 5-year adjusted beta based on peer companies, a market equity risk premium, a size premium, and a company specific risk premium. The discount rates for the Consumer, Commercial, and Institutional reporting units used in the most recent quantitative assessment, which was performed in the first quarter of 2024, were, 13%, 13.5%, and 13.5%, respectively.

The results of the 2024 interim quantitative goodwill impairment tests indicated that the fair values of the Consumer, Commercial and Institutional Bank reporting units were in excess of their respective carrying values both immediately prior to and immediately after the realignment. Therefore, there was no goodwill impairment. This was the most recent quantitative test performed by Key.

We performed an annual qualitative impairment test for all three of our reporting units as of October 1, 2025. This test involved reviewing updated internal forecasts, evaluating market data, assessing reasonableness of critical assumptions used in the last quantitative goodwill impairment test and considering recent transactions and events that could impact the fair value of each reporting unit. Key concluded it was not more likely than not that goodwill was impaired as of October 1, 2025, our annual testing date.

Additionally, we monitored events and circumstances during the period from October 1, 2025 through December 31, 2025, including macroeconomic and market factors, industry and banking sector events, Key specific performance indicators, and updated management forecasts. Based on these considerations, we concluded that it was not more-likely-than-not that the fair value of one or more of the reporting units was below its respective carrying value as of December 31, 2025.

Additional information is provided in Note 11 (“Goodwill and Other Intangible Assets”).

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Accounting and reporting developments

The following table presents accounting guidance pending adoption.

Standard

Required Adoption

Description

Effect on Financial Statements or

Other Significant Matters

ASU 2024-03 and ASU 2025-01 Income Statement— Reporting

Comprehensive

Income—Expense Disaggregation Disclosures (Topic 220-40)

January 1, 2027

Early adoption is permitted.

The guidance requires public companies disclose additional information about certain types of costs and expenses.

The guidance could be applied on a prospective or retrospective basis.

The guidance is not expected to have a material impact on Key’s disclosures.

ASU 2025-06—Intangibles—Goodwill and Other—

Internal-Use Software (Subtopic 350-40)

January 1, 2028

Early adoption permitted.

The guidance revises the accounting for internal-use software by replacing prescriptive development stage guidance with a principle-based capitalization threshold. Entities are required to begin capitalizing costs when management commits funding and it is probable the software will be completed and used as intended.

This guidance may be applied on a prospective, retrospective or modified retrospective basis.

We are currently evaluating the impact of this guidance on its financial condition and results of operations.

ASU 2025-08 Financial Instruments—Credit Losses (Topic 326): Purchased Loans

January 1, 2027

Early adoption is permitted.

This guidance expands the types of acquired financial assets that must use the gross‑up approach under ASC 326. Certain non‑PCD loans considered “seasoned” are now accounted for using the gross‑up approach at acquisition. All non‑PCD loans acquired in a business combination are considered “seasoned” and other acquired loans are considered “seasoned” if they were purchased at least 90 days after origination and the acquirer did not originate the loans.

This guidance must be applied prospectively to loans that are acquired on or after the initial application date.

While we are currently evaluating the impact of this guidance on its financial condition and results of operations, we would also assess for early adoption upon any applicable future activity.

ASU 2025-09 Derivatives and Hedging (Topic 815)

Hedge Accounting Improvements

January 1, 2027

Early adoption is permitted.

The accounting update expands cash flow hedge accounting by allowing the grouping of forecasted transactions with similar risk exposures. It introduces a model that allows entities to hedge forecasted interest payments on certain variable rate debt using simplified assumptions. The guidance also broadens hedge accounting for nonfinancial forecasted transactions, permitting eligible components of spot and forward purchases or sales to be designated as hedged risks. The amendments update hedge accounting for net written options to better reflect changes in interest rate markets proceeding the discontinuation of LIBOR. Further, this new guidance improves accounting for dual hedge strategies involving foreign currency debt by eliminating recognition mismatches and better reflecting the economics of combined interest rate and foreign exchange risk management.

The guidance should be applied on a prospective basis.

We will early adopt this guidance within the first half of 2026 and do not expect it to have a material impact on our financial condition or results of operations.