KEYCORP REPORTS FOURTH QUARTER 2025 NET INCOME OF $474 MILLION, OR $.43 PER DILUTED COMMON SHARE

Revenue of $2.0 billion; Record full year revenue of $7.5 billion, up 16% year-over-year adjusted for selected items (a),(b)

Pre-provision net revenue (b) increased $46 million quarter-over-quarter; Full year pre-provision net revenue increased 44% year-over-year adjusted for selected items (a),(b)

Net interest income increased 3% quarter-over-quarter, and net interest margin of 2.82% increased 7 bps

Nonperforming assets decreased 6% quarter-over-quarter; Net charge-offs decreased 3 bps to 39 bps

Common Equity Tier 1 ratio of 11.7% (c); Repurchased $200 million of common shares during the quarter

CLEVELAND, Jan. 20, 2026 /PRNewswire/ -- KeyCorp (NYSE: KEY) today announced net income from continuing operations attributable to Key common shareholders of $474 million, or $.43 per diluted common share, or adjusted net income of $458 million, or $.41 per diluted common share (b), for the fourth quarter of 2025. The fourth quarter of 2025 included a $16 million after-tax benefit related to the updated FDIC special assessment (a). For the third quarter of 2025, net income from continuing operations attributable to Key common shareholders was $454 million, or $.41 per diluted common share, or adjusted net income of $450 million, or $.41 per diluted common share (b). For the fourth quarter of 2024, KeyCorp reported a net loss from continuing operations attributable to Key common shareholders of $(279) million, or $(.28) per diluted common share, or adjusted net income of $378 million, or $.38 per diluted common share (b). Included in the fourth quarter of 2024 are after-tax charges of $(657) million, or $(.66) per diluted common share, related to the loss on the sale of securities (a), a $2 million after-tax charge related to the Scotiabank investment agreement valuation (a), and a $2 million after-tax benefit related to the updated FDIC special assessment (a).

Comments from Chairman and CEO, Chris Gorman

"Our strong fourth quarter and full-year results demonstrate the consistent and significant progress we are making on our path to achieving sustainable mid-to-high teens returns on tangible common equity. Fourth quarter revenue exceeded $2 billion, and full year revenue was a record, up 16% year-over-year (b). Full year results met or exceeded each of the financial targets we communicated at the beginning of the year. During the year, we generated approximately 1,200 basis points of adjusted operating leverage (b) and 280 basis points of adjusted fee-based operating leverage (b). Tangible book value per share grew 3% sequentially and 18% year-over-year.

In addition to driving greater return on capital, we remain committed to the return of capital. To this end, we resumed share repurchases at an accelerated pace, buying back $200 million of common shares in the fourth quarter while maintaining peer-leading capital ratios. Given our excess capital position and meaningful capital generation capabilities, we are well positioned to further increase our return of capital to our shareholders in 2026.

Looking forward, I am confident that we will deliver another year of strong organic revenue and earnings growth. Our strategic investments - particularly in front-line bankers and technology - continue to fuel organic growth and enhance our ability to deliver best-in-class capabilities and service to our clients. Business momentum remains strong. Assets under management reached a record $70 billion. Investment banking and debt placement fees recorded the second-best annual performance in our history, and pipelines remain elevated.

I am incredibly proud of our results, our continued momentum, and most importantly, the talented teammates behind our success. This morning, we announced changes to the composition of our Board which reflect strong leadership that will drive the next phase of value creation for Key. I remain confident that our focus, resilience, and dedication will continue to deliver value to the stakeholders we serve – our shareholders, our clients, and our communities."

(a) See table on page 25 for more information on Selected Items Impact on Earnings.

(b) The table entitled "GAAP to Non-GAAP Reconciliations" in the attached financial supplement presents the computations of certain financial measures related to "adjusted revenue", "pre-provision net revenue", "adjusted pre-provision net revenue", "adjusted noninterest income", "adjusted noninterest expense", "adjusted total operating leverage", "adjusted fee-based operating leverage", "adjusted net income", and "adjusted earnings per share". The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

Selected Financial Highlights

Dollars in millions, except per share data

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Income (loss) from continuing operations attributable to Key common shareholders

$ 474

$ 454

$ (279)

4.4 %

N/M

Income (loss) from continuing operations attributable to Key common shareholders per

common share — assuming dilution

.43

.41

(.28)

4.9

N/M

Book value at period end

16.27

15.86

14.21

2.6

14.5 %

Return on average tangible common equity from continuing operations (a)

12.43 %

12.51 %

(9.69) %

(8) bps

N/M

Return on average total assets from continuing operations

1.08

1.04

(.52)

160 bps

Common Equity Tier 1 ratio (b)

11.7

11.8

11.9

(10)

(20)

Net interest margin (TE) from continuing operations

2.82

2.75

2.41

(a)

The table entitled "GAAP to Non-GAAP Reconciliations" in the attached financial supplement presents the computations of certain financial measures related to "tangible common equity." The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

(b)

December 31, 2025 ratio is estimated.

TE = Taxable Equivalent, N/M = Not Meaningful

INCOME STATEMENT HIGHLIGHTS

Revenue

Dollars in millions

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Net interest income (TE)

$ 1,223

$ 1,193

$ 1,061

2.5 %

15.3 %

Noninterest income

782

702

(196)

11.4

N/M

Total revenue (TE)

$ 2,005

$ 1,895

$ 865

5.8 %

131.8 %

TE = Taxable Equivalent, N/M = Not Meaningful

Taxable-equivalent net interest income was $1.22 billion for the fourth quarter of 2025 and the net interest margin was 2.82%. Compared to the fourth quarter of 2024, net interest income increased by $162 million, and the net interest margin increased by 41 basis points. These increases primarily reflect lower deposit costs, the reinvestment of proceeds from maturing low-yielding investment securities, swaps and fixed-rate loans into higher-yielding investments, and the repositioning of the available-for-sale portfolio during the fourth quarter of 2024. 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.

Compared to the third quarter of 2025, taxable-equivalent net interest income increased by $30 million, and the net interest margin increased by 7 basis points. These increases were driven by lower deposit costs, an improved funding mix as lower-cost deposit balances increased while wholesale borrowings declined, and a shift in the balance sheet composition to a more favorable mix of higher-yielding commercial and industrial loans. These benefits were partially offset by the impact of lower interest rates on variable-rate earning assets.

Noninterest Income

Dollars in millions

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Trust and investment services income

$ 156

$ 150

$ 142

4.0 %

9.9 %

Investment banking and debt placement fees

243

184

221

32.1

10.0

Cards and payments income

(2.3)

(1.2)

Service charges on deposit accounts

4.0

20.0

Corporate services income

12.5

17.4

Commercial mortgage servicing fees

(6.8)

—

Corporate-owned life insurance income

14.3

11.1

Consumer mortgage income

14.3

—

Operating lease income and other leasing gains

(18.2)

(40.0)

Other income

(5)

(12.5)

N/M

Net securities gains (losses)

—

(6)

(908)

N/M

Total noninterest income

$ 782

$ 702

$ (196)

11.4 %

N/M

N/M = Not Meaningful

Compared to the fourth quarter of 2024, noninterest income increased by $978 million. The increase was primarily driven by the impact of a $915 million loss on the sale of securities as part of the strategic repositioning of the portfolio in the fourth quarter of 2024. Adjusted noninterest income (a) grew 8% primarily driven by a $22 million increase in investment banking and debt placement fees, a $12 million increase in corporate services income, and continued momentum in trust and investment services and commercial payments.

Compared to the third quarter of 2025, noninterest income increased by $80 million. The increase was driven by a $59 million increase in investment banking and debt placement fees reflective of higher merger and acquisition advisory fees as well as commercial debt placement fees, a $9 million increase in corporate services income, and a $6 million increase in trust and investment services income.

Noninterest Expense

Dollars in millions

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Personnel expense

$ 790

$ 742

$ 734

6.5 %

7.6 %

Net occupancy

6.2

3.0

Computer processing

106

105

107

1.0

(.9)

Business services and professional fees

38.6

10.9

Equipment

10.0

Operating lease expense

(11.1)

(46.7)

Marketing

27.3

(15.2)

Other expense

157

170

198

(7.6)

(20.7)

Total noninterest expense

$ 1,241

$ 1,177

$ 1,229

5.4 %

1.0 %

Compared to the fourth quarter of 2024, noninterest expense increased by $12 million. The increase was predominantly driven by a $56 million increase in personnel expense primarily related to incentive compensation associated with noninterest income growth, continued investments in people, and employee benefits. These were partially offset by a decrease in other expense related to a $21 million benefit associated with the updated FDIC special assessment.

Compared to the third quarter of 2025, noninterest expense increased by $64 million. The increase was predominantly driven by a $48 million increase in personnel expense, primarily related to incentive compensation associated with noninterest income growth, seasonally higher employee benefits, and continued investments in people. Business services and professional fees increased by $17 million due to technology-related investments and seasonality. These were partially offset by a decrease in other expense related to a $21 million benefit associated with the updated FDIC special assessment.

(a) The table entitled "GAAP to Non-GAAP Reconciliations" in the attached financial supplement presents the computations related to "adjusted noninterest income". The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

BALANCE SHEET HIGHLIGHTS

Average Loans

Dollars in millions

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Commercial and industrial (a)

$ 57,541

$ 56,571

$ 52,887

1.7 %

8.8 %

Other commercial loans

18,497

18,826

19,202

(1.7)

(3.7)

Total consumer loans

30,278

30,830

32,622

(1.8)

(7.2)

Total loans

$ 106,316

$ 106,227

$ 104,711

0.1 %

1.5 %

(a)

Commercial and industrial average loan balances include $211 million, $214 million, and $216 million of assets from commercial credit cards at December 31, 2025, September 30, 2025, and December 31, 2024, respectively.

Average loans were $106.3 billion for the fourth quarter of 2025, an increase of $1.6 billion compared to the fourth quarter of 2024. Average commercial loans increased by $3.9 billion, primarily driven by a $4.7 billion increase in commercial and industrial loans, partially offset by modest reduction in commercial real estate loans. Average consumer loans declined by $2.3 billion, reflective of the intentional run-off of low-yielding loans, primarily consumer mortgages.

Compared to the third quarter of 2025, average loans increased by $89 million. Average commercial loans increased $641 million, primarily driven by an increase in commercial and industrial loans. Average consumer loans declined by $552 million, reflective of the intentional run-off of low-yielding loans.

Average Deposits

Dollars in millions

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Non-time deposits

$ 136,853

$ 135,135

$ 132,092

1.3 %

3.6 %

Time deposits

13,857

15,239

17,641

(9.1)

(21.5)

Total deposits

$ 150,710

$ 150,374

$ 149,733

.2 %

.7 %

Cost of total deposits

1.81 %

1.97 %

2.18 %

(16) bps

(37) bps

Average deposits totaled $150.7 billion for the fourth quarter of 2025, an increase of $977 million compared to the year-ago quarter, reflecting growth in commercial deposits.

Compared to the third quarter of 2025, average deposits increased by $336 million, driven by higher commercial client balances which offset a $1.3 billion decline in brokered CDs. The rate paid on interest-bearing deposits declined by 20 basis points, and the overall cost of deposits declined by 16 basis points to 1.81%.

ASSET QUALITY

Dollars in millions

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Net loan charge-offs

$ 104

$ 114

(8.8) %

Net loan charge-offs to average total loans

.39 %

.42 %

.43 %

(3) bps

(4) bps

Nonperforming loans at period end

$ 615

$ 658

$ 758

(6.5) %

(18.9) %

Nonperforming assets at period end

627

668

772

(6.1)

(18.8)

Allowance for loan and lease losses

1,427

1,444

1,409

(1.2)

1.3

Allowance for credit losses

1,740

1,736

1,699

0.2

2.4

Provision for credit losses

108

107

0.9

N/M

Allowance for loan and lease losses to nonperforming loans

232 %

219 %

186 %

N/M

Allowance for credit losses to nonperforming loans

283

264

224

N/M

N/M = Not Meaningful

Net loan charge-offs for the fourth quarter of 2025 totaled $104 million, or 0.39% of average total loans. These results compare to $114 million, or 0.43%, for the fourth quarter of 2024 and $114 million, or 0.42%, for the third quarter of 2025.

Key's allowance for credit losses was $1.7 billion, or 1.63% of total period-end loans at December 31, 2025, compared to 1.63% at December 31, 2024, and 1.64% at September 30, 2025. A relatively stable reserve build of $4 million during the fourth quarter of 2025 was the result of the net impact of improving credit quality trends and resilient economic forecasts offset by growth in unfunded commitments.

At December 31, 2025, Key's nonperforming loans totaled $615 million, which represented 0.58% of period-end portfolio loans. These results compare to 0.73% at December 31, 2024, and 0.62% at September 30, 2025. Nonperforming assets at December 31, 2025, totaled $627 million, and represented 0.59% of period-end portfolio loans and OREO and other nonperforming assets. These results compare to 0.74% at December 31, 2024, and 0.63% at September 30, 2025.

CAPITAL

Key's estimated risk-based capital ratios, included in the following table, continued to exceed all "well-capitalized" regulatory benchmarks at December 31, 2025.

Capital Ratios

12/31/2025

9/30/2025

12/31/2024

Common Equity Tier 1 (a)

11.7 %

11.8 %

11.9 %

Tier 1 risk-based capital (a)

13.4

13.5

13.7

Total risk-based capital (a)

15.6

15.8

16.2

Tangible common equity to tangible assets (b)

8.4

8.1

7.0

Leverage (a)

10.5

10.4

10.0

(a)

December 31, 2025 ratio is estimated. 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.

(b)

Key's regulatory capital position remained strong in the fourth quarter of 2025. As shown in the preceding table, at December 31, 2025, Key's estimated Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 11.7% and 13.4%, respectively.

Summary of Changes in Common Shares Outstanding

In thousands

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Shares outstanding at beginning of period

1,112,952

1,112,453

991,251

—

12.3 %

Share repurchases

(11,109)

—

N/M

Shares issued under employee compensation plans (net of cancellations and

returns)

558

499

493

11.8 %

13.2

Shares issued under Scotiabank investment agreement

—

115,042

—

N/M

Shares outstanding at end of period

1,102,401

1,112,952

1,106,786

(.9) %

(.4) %

N/M = Not Meaningful

During the fourth quarter of 2025, Key declared a dividend of $.205 per common share. The reduction in share count was driven by $200 million of common shares repurchased.

LINE OF BUSINESS RESULTS

The following table shows the contribution made by each major business segment to Key's taxable-equivalent revenue from continuing operations and income (loss) from continuing operations attributable to Key for the periods presented. For more detailed financial information pertaining to each business segment, see the tables at the end of this release.

Major Business Segments

Dollars in millions

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Revenue from continuing operations (TE)

Consumer Bank

$ 948

$ 935

$ 865

1.4 %

9.6 %

Commercial Bank

1,109

1,014

1,001

9.4

10.8

Other (a)

(52)

(54)

(1,001)

3.7

94.8

Total

$ 2,005

$ 1,895

$ 865

5.8 %

131.8 %

Income (loss) from continuing operations attributable to Key

Consumer Bank

$ 137

$ 152

$ 83

(9.9) %

65.1 %

Commercial Bank

410

367

381

11.7

7.6

Other (a)

(38)

(29)

(708)

(31.0)

94.6

Total

$ 509

$ 490

$ (244)

3.9 %

308.6 %

(a)

Other includes other segments that consists of corporate treasury, our principal investing unit, and various exit portfolios as well as reconciling items which primarily represent the unallocated portion of nonearning assets of corporate support functions. Charges related to the funding of these assets are part of net interest income and are allocated to the business segments through noninterest expense. Corporate treasury includes realized gains and losses from transactions associated with Key's investment securities portfolio. Reconciling items also includes intercompany eliminations and certain items that are not allocated to the business segments because they do not reflect their normal operations.

TE = Taxable Equivalent

Consumer Bank

Dollars in millions

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Summary of operations

Net interest income (TE)

$ 696

$ 691

$ 632

.7 %

10.1 %

Noninterest income

252

244

233

3.3

8.2

Total revenue (TE)

948

935

865

1.4

9.6

Provision for credit losses

(20.0)

(25.6)

Noninterest expense

735

695

713

5.8

3.1

Income (loss) before income taxes (TE)

181

200

109

(9.5)

66.1

Allocated income taxes (benefit) and TE adjustments

(8.3)

69.2

Net income (loss) attributable to Key

$ 137

$ 152

$ 83

(9.9) %

65.1 %

Average balances

Loans and leases

$ 34,683

$ 35,363

$ 37,567

(1.9) %

(7.7) %

Total assets

37,731

38,374

40,563

(1.7)

(7.0)

Deposits

87,738

87,692

87,476

Assets under management at period end

$ 69,964

$ 67,855

$ 61,361

3.1 %

14.0 %

TE = Taxable Equivalent

Additional Consumer Bank Data

Dollars in millions

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Noninterest income

Trust and investment services income

$ 128

$ 124

$ 115

3.2 %

11.3 %

Service charges on deposit accounts

5.6

18.8

Cards and payments income

(1.6)

Consumer mortgage income

14.3

(5.9)

Other noninterest income

11.1

25.0

Total noninterest income

$ 252

$ 244

$ 233

3.3 %

8.2 %

Average deposit balances

Money market deposits

$ 35,390

$ 35,278

$ 31,968

.3 %

10.7 %

Demand deposits

22,879

22,604

22,442

1.2

1.9

Savings deposits

4,177

4,291

4,391

(2.7)

(4.9)

Time deposits

11,061

11,113

13,979

(.5)

(20.9)

Noninterest-bearing deposits

14,231

14,406

14,696

(1.2)

(3.2)

Total deposits

$ 87,738

$ 87,692

$ 87,476

.1 %

.3 %

Other data

Branches

940

942

943

Automated teller machines

1,120

1,152

1,182

Consumer Bank Summary of Operations (4Q25 vs. 4Q24)

Commercial Bank

Dollars in millions

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Summary of operations

Net interest income (TE)

$ 616

$ 587

$ 537

4.9 %

14.7 %

Noninterest income

493

427

464

15.5

6.3

Total revenue (TE)

1,109

1,014

1001

9.4

10.8

Provision for credit losses

(3)

7.4

N/M

Noninterest expense

512

482

515

6.2

(.6)

Income (loss) before income taxes (TE)

524

464

489

12.9

7.2

Allocated income taxes and TE adjustments

114

108

17.5

5.6

Net income (loss) attributable to Key

$ 410

$ 367

$ 381

11.7 %

7.6 %

Average balances

Loans and leases

$ 71,104

$ 70,326

$ 66,691

1.1 %

6.6 %

Loans held for sale

1,140

1,224

1,247

(6.9)

(8.6)

Total assets

80,357

79,733

76,433

0.8

5.1

Deposits

60,436

58,483

59,687

3.3

1.3

TE = Taxable Equivalent, N/M = Not Meaningful

Additional Commercial Bank Data

Dollars in millions

Change 4Q25 vs.

4Q25

3Q25

4Q24

3Q25

4Q24

Noninterest income

Trust and investment services income

$ 28

$ 26

$ 27

7.7 %

3.7 %

Investment banking and debt placement fees

244

183

220

33.3

10.9

Cards and payments income

4.8

10.0

Service charges on deposit accounts

5.4

21.9

Corporate services income

8.7

11.9

Commercial mortgage servicing fees

(8.2)

—

Operating lease income and other leasing gains

(10.0)

(40.0)

Other noninterest income

12.5

(43.8)

Total noninterest income

$ 493

$ 427

$ 464

15.5 %

6.3 %

Commercial Bank Summary of Operations (4Q25 vs. 4Q24)

*******************************************

KeyCorp's roots trace back more than 200 years to Albany, New York. Headquartered in Cleveland, Ohio, Key is one of the nation's largest bank-based financial services companies, with assets of approximately $184 billion at December 31, 2025.

Key provides deposit, lending, cash management, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of approximately 950 branches and approximately 1,200 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank Member FDIC.

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not relate strictly to historical or current facts. Forward-looking statements usually can be identified by the use of words such as "goal," "objective," "plan," "expect," "assume," "anticipate," "intend," "project," "believe," "estimate," or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results, or aspirations. Forward-looking statements, by their nature, are subject to assumptions, risks and uncertainties, many of which are outside of our control. Our actual results may differ materially from those set forth in our forward-looking statements. There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause Key's actual results to differ from those described in the forward-looking statements can be found in KeyCorp's Form 10-K for the year ended December 31, 2024 and in KeyCorp's subsequent SEC filings, all of which have been or will be filed with the Securities and Exchange Commission (the "SEC") and are or will be available on Key's website ( www.key.com/ir) and on the SEC's website ( www.sec.gov). These factors may include, among others, adverse changes in credit quality trends, declining asset prices, a worsening of the U.S. economy due to financial, political, or other shocks, the extensive regulation of the U.S. financial services industry, the soundness of other financial institutions, and the impact of changes in the interest rate environment. Any forward-looking statements made by us or on our behalf speak only as of the date they are made and we do not undertake any obligation to update any forward-looking statement to reflect the impact of subsequent events or circumstances.

A live Internet broadcast of KeyCorp's conference call to discuss quarterly results and currently anticipated earnings trends and to answer analysts' questions can be accessed through the Investor Relations section at https://www.key.com/ir at 8:00 a.m. ET, on January 20, 2026. A replay of the call will be available on our website through January 20, 2027.

*****

KeyCorp

Fourth Quarter 2025

Financial Supplement

Page

Basis of Presentation

Financial Highlights

GAAP to Non-GAAP Reconciliation

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations

Noninterest Expense

Personnel Expense

Loan Composition

Loans Held for Sale Composition

Summary of Changes in Loans Held for Sale

Summary of Loan and Lease Loss Experience From Continuing Operations

Asset Quality Statistics From Continuing Operations

Summary of Nonperforming Assets and Past Due Loans From Continuing Operations

Summary of Changes in Nonperforming Loans From Continuing Operations

Line of Business Results

Selected Items Impact on Earnings

Basis of Presentation

Use of Non-GAAP Financial Measures

This document contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Key's results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in this document, the financial supplement, or conference call slides related to this document, all of which can be found on Key's website ( www.key.com/ir).

Forward-Looking Non-GAAP Financial Measures

From time to time Key may discuss forward-looking non-GAAP financial measures. Key is unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measures because Key is unable to provide, without unreasonable effort, a meaningful or accurate calculation or estimation of amounts that would be necessary for the reconciliation due to the complexity and inherent difficulty in forecasting and quantifying future amounts or when they may occur. Such unavailable information could be significant for future results.

Annualized Data

Certain returns, yields, performance ratios, or quarterly growth rates are presented on an "annualized" basis. This is done for analytical and decision-making purposes to better discern underlying performance trends when compared to full-year or year-over-year amounts.

Taxable Equivalent

The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. Income from tax-exempt earning assets is increased by an amount equivalent to the taxes that would have been paid if this income had been taxable at the federal statutory rate. This adjustment puts all earning assets, most notably tax-exempt loans, and certain lease assets, on a common basis that facilitates comparison of results to peers.

Earnings Per Share Equivalent

Certain income or expense items may be expressed on a per common share basis. This is done for analytical and decision-making purposes to better discern underlying trends in total consolidated earnings per share performance excluding the impact of such items. When the impact of certain income or expense items is disclosed separately, the after-tax amount is computed using the marginal tax rate, unless otherwise specified, with this then being the amount used to calculate the earnings per share equivalent.

Financial Highlights

(Dollars in millions, except per share amounts)

Three months ended

12/31/2025

9/30/2025

12/31/2024

Summary of operations

Net interest income (TE)

$ 1,223

$ 1,193

$ 1,061

Noninterest income

782

702

(196)

Total revenue (TE)

2,005

1,895

865

Provision for credit losses

108

107

Noninterest expense

1,241

1,177

1,229

Income (loss) from continuing operations attributable to Key

509

490

(244)

Income (loss) from discontinued operations, net of taxes

(1)

—

Net income (loss) attributable to Key

510

489

(244)

Income (loss) from continuing operations attributable to Key common shareholders

474

454

(279)

Income (loss) from discontinued operations, net of taxes

(1)

—

Net income (loss) attributable to Key common shareholders

475

453

(279)

Per common share

Income (loss) from continuing operations attributable to Key common shareholders

$ .43

$ .41

$ (.28)

Income (loss) from discontinued operations, net of taxes

—

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

.43

.41

(.28)

Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution

.43

.41

(.28)

Income (loss) from discontinued operations, net of taxes — assuming dilution

—

Net income (loss) attributable to Key common shareholders — assuming dilution (a)

.43

.41

(.28)

Cash dividends declared

.205

Book value at period end

16.27

15.86

14.21

Tangible book value at period end

13.77

13.38

11.70

Market price at period end

20.64

18.69

17.14

Performance ratios

From continuing operations:

Return on average total assets

1.08 %

1.04 %

(.52) %

Return on average common equity

10.51

10.49

(7.80)

Return on average tangible common equity (b)

12.43

12.51

(9.69)

Net interest margin (TE)

2.82

2.75

2.41

Cash efficiency ratio (b)

61.6

61.8

141.3

From consolidated operations:

Return on average total assets

1.08 %

1.04 %

(.52) %

Return on average common equity

10.54

10.47

(7.80)

Return on average tangible common equity (b)

12.46

12.48

(9.69)

Net interest margin (TE)

2.81

2.74

2.41

Loan to deposit (c)

72.5

71.0

70.3

Capital ratios at period end

Key shareholders' equity to assets

11.1 %

10.7 %

9.7 %

Key common shareholders' equity to assets

9.7

9.4

8.4

Tangible common equity to tangible assets (b)

8.4

8.1

7.0

Common Equity Tier 1 (d)

11.7

11.8

11.9

Tier 1 risk-based capital (d)

13.4

13.5

13.7

Total risk-based capital (d)

15.6

15.8

16.2

Leverage (d)

10.5

10.4

10.0

Asset quality — from continuing operations

Net loan charge-offs

$ 104

$ 114

Net loan charge-offs to average loans

.39 %

.42 %

.43 %

Allowance for loan and lease losses

$ 1,427

$ 1,444

$ 1,409

Allowance for credit losses

1,740

1,736

1,699

Allowance for loan and lease losses to period-end loans

1.34 %

1.36 %

1.35 %

Allowance for credit losses to period-end loans

1.63

1.64

1.63

Allowance for loan and lease losses to nonperforming loans

232

219

186

Allowance for credit losses to nonperforming loans

283

264

224

Nonperforming loans at period-end

$ 615

$ 658

$ 758

Nonperforming assets at period-end

627

668

772

Nonperforming loans to period-end portfolio loans

.58 %

.62 %

.73 %

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

.59

.63

.74

Trust assets

Assets under management

$ 69,964

$ 67,855

$ 61,361

Other data

Average full-time equivalent employees

17,396

17,414

16,810

Branches

940

942

944

Taxable-equivalent adjustment

$ 8

$ 9

$ 10

Financial Highlights (continued)

(Dollars in millions, except per share amounts)

Twelve months ended

12/31/2025

12/31/2024

Summary of operations

Net interest income (TE)

$ 4,671

$ 3,810

Noninterest income

2,842

809

Total revenue (TE)

7,513

4,619

Provision for credit losses

471

335

Noninterest expense

4,703

4,545

Income (loss) from continuing operations attributable to Key

1,828

(163)

Income (loss) from discontinued operations, net of taxes

Net income (loss) attributable to Key

1,829

(161)

Income (loss) from continuing operations attributable to Key common shareholders

1,685

(306)

Income (loss) from discontinued operations, net of taxes

Net income (loss) attributable to Key common shareholders

1,686

(304)

Per common share

Income (loss) from continuing operations attributable to Key common shareholders

$ 1.53

$ (.32)

Income (loss) from discontinued operations, net of taxes

—

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

1.53

(.32)

Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution

1.52

(.32)

Income (loss) from discontinued operations, net of taxes — assuming dilution

—

Net income (loss) attributable to Key common shareholders — assuming dilution (a)

1.52

(.32)

Cash dividends paid

.82

Performance ratios

From continuing operations:

Return on average total assets

.98 %

(.09) %

Return on average common equity

9.92

(2.37)

Return on average tangible common equity (b)

11.85

(3.03)

Net interest margin (TE)

2.69

2.16

Cash efficiency ratio (b)

62.3

97.8

From consolidated operations:

Return on average total assets

.98 %

(.09) %

Return on average common equity

9.92

(2.36)

Return on average tangible common equity (b)

11.85

(3.01)

Net interest margin (TE)

2.69

2.16

Asset quality — from continuing operations

Net loan charge-offs

$ 430

$ 440

Net loan charge-offs to average total loans

.41 %

Other data

Average full-time equivalent employees

17,226

16,753

Taxable-equivalent adjustment

$ 35

$ 45

(a)

Earnings per share may not foot due to rounding.

(b)

The table entitled "GAAP to Non-GAAP Reconciliations" starting on page 15 of this supplement presents the computations of certain financial measures related to "tangible common equity" and "cash efficiency." The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

(c)

Represents period-end consolidated total loans and loans held for sale divided by period-end consolidated total deposits.

(d)

December 31, 2025, ratio is estimated. 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.

GAAP to Non-GAAP Reconciliations

(Dollars in millions)

The table below presents certain non-GAAP financial measures related to "tangible common equity," "return on average tangible common equity," "adjusted return on average tangible common equity," "pre-provision net revenue," "adjusted pre-provision net revenue," "cash efficiency ratio," "adjusted taxable-equivalent revenue," "adjusted noninterest income," "adjusted noninterest expense," "adjusted income (loss) available from continuing operations attributable to Key common shareholders," and "diluted earnings per share - adjusted."

The tangible common equity ratio and the return on average tangible common equity ratio have been a focus for some investors, and management believes these ratios may assist investors in analyzing Key's capital position without regard to the effects of intangible assets and preferred stock. Adjusted return on average tangible common equity excludes significant or unusual items that management does not consider indicative of ongoing financial performance. Management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods.

The table also shows the computation for pre-provision net revenue and adjusted pre-provision net revenue, which are not formally defined by GAAP. Management believes that eliminating the effects of the provision for credit losses makes it easier to analyze the results by presenting them on a more comparable basis. Further, management believes that adjusting pre-provision net revenue for significant or unusual items that management does not consider indicative of ongoing financial performance provides a greater understanding of ongoing operations and enhances comparability of results with prior periods.

The cash efficiency ratio is a ratio of two non-GAAP performance measures. As such, there is no directly comparable GAAP performance measure. The cash efficiency ratio performance measure removes the impact of Key's intangible asset amortization from the calculation. Management believes this ratio provides greater consistency and comparability between Key's results and those of its peer banks. Additionally, this ratio is used by analysts and investors as they develop earnings forecasts and peer bank analysis. The adjusted cash efficiency ratio excludes significant or unusual items that management does not consider indicative of ongoing financial performance.

Adjusted taxable-equivalent revenue or adjusted revenue is a non-GAAP measure in that it adjusts revenue for certain tax-exempt instruments and selected items. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest income, we use interest income on a taxable-equivalent basis by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable instruments. Additionally, management believes adjusting for the selected 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.

Adjusted noninterest income and adjusted noninterest expense are non-GAAP measures in that they exclude significant or unusual items that management does not consider indicative of ongoing financial performance. Management believes these measures provides a greater understanding of ongoing operations and enhances comparability of results with prior periods.

Adjusted income (loss) available from continuing operations attributable to Key common shareholders (or "adjusted net income") and diluted earnings per share - adjusted (or "adjusted earnings per share") are non-GAAP in that these measures exclude significant or unusual items, net of tax, that management does not consider indicative of ongoing financial performance. Management believes these measures provide investors with useful information to gain a better understanding of ongoing operations and enhance comparability of results with prior periods.

Adjusted operating leverage and fee-based adjusted operating leverage are non-GAAP performance measure in that it utilizes revenue on a tax-equivalent basis and adjusts revenue and expense for significant and unusual items. Management utilizes this measurement in analyzing performance and believes that adjusting for significant and unusual items provide investors with useful information to gain a better understanding of ongoing operations and enhance comparability of results with prior periods.

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, or as a substitute for analyses of results as reported under GAAP.

Three months ended

Twelve months ended

12/31/2025

9/30/2025

12/31/2024

12/31/2025

12/31/2024

Tangible common equity to tangible assets at period-end

Key shareholders' equity (GAAP)

$ 20,381

$ 20,102

$ 18,176

Less: Intangible assets

2,760

2,765

2,779

Preferred Stock (a)

2,446

Tangible common equity (non-GAAP)

$ 15,175

$ 14,891

$ 12,951

Total assets (GAAP)

$ 184,381

$ 187,409

$ 187,168

Less: Intangible assets

2,760

2,765

2,779

Tangible assets (non-GAAP)

$ 181,621

$ 184,644

$ 184,389

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

8.36 %

8.06 %

7.02 %

Average tangible common equity

Average Key shareholders' equity (GAAP)

$ 20,388

$ 19,664

$ 16,732

$ 19,493

$ 15,408

Less: Intangible assets (average)

2,762

2,767

2,783

2,769

2,793

Preferred stock (average)

2,500

Average tangible common equity (non-GAAP)

$ 15,126

$ 14,397

$ 11,449

$ 14,224

$ 10,115

Return on average tangible common equity from continuing operations

Income (loss) from continuing operations attributable to Key common

shareholders (GAAP)

$ 474

$ 454

$ (279)

$ 1,685

$ (306)

Average tangible common equity (non-GAAP)

15,126

14,397

11,449

14,224

10,115

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

GAAP)

12.43 %

12.51 %

(9.69) %

11.85 %

(3.03) %

Adjusted return on average tangible common equity from continuing

operations

Adjusted income (loss) available from continuing operations attributable to Key

common shareholders (non-GAAP)

$ 458

$ 450

$ 378

$ 1,665

$ 1,109

Adjusted return on average tangible common equity from continuing operations

excluding notable items (non-GAAP)

12.01 %

12.40 %

13.13 %

11.71 %

10.96 %

Return on average tangible common equity consolidated

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

$ 475

$ 453

$ (279)

$ 1,686

$ (304)

Average tangible common equity (non-GAAP)

15,126

14,397

11,449

14,224

10,115

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

12.46 %

12.48 %

(9.69) %

11.85 %

(3.01) %

Pre-provision net revenue

Net interest income (GAAP)

$ 1,215

$ 1,184

$ 1,051

$ 4,636

$ 3,765

Plus: Taxable-equivalent adjustment

Noninterest income (GAAP)

782

702

(196)

2,842

809

Less: Noninterest expense (GAAP)

1,241

1,177

1,229

4,703

4,545

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

$ 764

$ 718

$ (364)

$ 2,810

$ 74

Adjusted pre-provision net revenue

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

$ 764

$ 718

$ (364)

$ 2,810

$ 74

Plus: Selected items (b)

(21)

(5)

915

(26)

1,858

Adjusted pre-provision net revenue from continuing operations (non-GAAP)

$ 743

$ 713

$ 551

$ 2,784

$ 1,932

GAAP to Non-GAAP Reconciliations (continued)

(Dollars in millions)

Three months ended

Twelve months ended

12/31/2025

9/30/2025

12/31/2024

12/31/2025

12/31/2024

Cash efficiency ratio and Adjusted cash efficiency ratio

Noninterest expense (GAAP)

$ 1,241

$ 1,177

$ 1,229

$ 4,703

$ 4,545

Less: Intangible asset amortization

Noninterest expense less intangible asset amortization (non-GAAP)

$ 1,236

$ 1,172

$ 1,222

$ 4,683

$ 4,516

Plus: Selected items (b)

(25)

Adjusted noninterest expense less intangible asset amortization (non-

GAAP)

$ 1,257

$ 1,177

$ 1,225

$ 4,709

$ 4,491

Net interest income (GAAP)

$ 1,215

$ 1,184

$ 1,051

$ 4,636

$ 3,765

Plus: Taxable-equivalent adjustment

Net interest income TE (non-GAAP)

1,223

1,193

1,061

4,671

3,810

Noninterest income (GAAP)

782

702

(196)

2,842

809

Total taxable-equivalent revenue (non-GAAP)

$ 2,005

$ 1,895

$ 865

$ 7,513

$ 4,619

Plus: Selected items (b)

—

918

—

1,833

Adjusted taxable-equivalent revenue (non-GAAP)

$ 2,005

$ 1,895

$ 1,783

$ 7,513

$ 6,452

Cash efficiency ratio (non-GAAP)

61.6 %

61.8 %

141.3 %

62.3 %

97.8 %

Adjusted cash efficiency ratio (non-GAAP)

62.7 %

62.1 %

68.8 %

62.7 %

69.6 %

Adjusted taxable-equivalent revenue

Noninterest income (GAAP)

$ 782

$ 702

$ (196)

$ 2,842

$ 809

Plus: Selected items (b)

—

918

—

1,836

Adjusted noninterest income (non-GAAP)

$ 782

$ 702

$ 722

$ 2,842

$ 2,645

Net interest income TE (non-GAAP)

1,223

1,193

1,061

4,671

3,810

Total adjusted taxable-equivalent revenue (non-GAAP)

$ 2,005

$ 1,895

$ 1,783

$ 7,513

$ 6,455

Adjusted noninterest expense

Noninterest expense (GAAP)

$ 1,241

$ 1,177

$ 1,229

$ 4,703

$ 4,545

Plus: Selected items (b)

(25)

Adjusted noninterest expense (non-GAAP)

$ 1,262

$ 1,182

$ 1,232

$ 4,729

$ 4,520

Adjusted income (loss) available from continuing operations attributable to

Key common shareholders

Income (loss) from continuing operations attributable to Key common

shareholders (GAAP)

$ 474

$ 454

$ (279)

$ 1,685

$ (306)

Plus: Selected items (net of tax) (b)

(16)

(4)

657

(20)

1,415

Adjusted income (loss) available from continuing operations attributable to

Key common shareholders (non-GAAP)

$ 458

$ 450

$ 378

$ 1,665

$ 1,109

Diluted earnings per common share (EPS) - adjusted

Diluted EPS from continuing operations attributable to Key common shareholders

(GAAP)

$ .43

$ .41

$ (.28)

$ 1.52

$ (.32)

Plus: EPS impact of selected items (b)

(.01)

—

.66

(.02)

1.48

Diluted EPS from continuing operations attributable to Key common

shareholders - adjusted (non-GAAP) (c)

$ .41

$ .38

$ 1.50

$ 1.16

Adjusted operating leverage and fee based adjusted operating leverage

Adjusted noninterest income (non-GAAP)

$ 2,842

$ 2,645

Adjusted noninterest income YoY Growth (A)

7.45 %

Adjusted taxable-equivalent revenue (non-GAAP)

$ 7,513

6,455

Adjusted taxable-equivalent revenue YoY Growth (B)

16.39 %

Adjusted noninterest expense (non-GAAP)

$ 4,729

4,520

Adjusted noninterest expense YoY Growth (C)

4.62 %

Adjusted operating leverage (B - C)

11.77 %

Adjusted fee-based operating leverage (A - C)

2.82 %

(a)

Net of capital surplus.

(b)

Additional detail provided in Selected Items table on page 25.

(c)

Earnings per share may not foot due to rounding.

GAAP = U.S. generally accepted accounting principles; TE = Taxable Equivalent

Consolidated Balance Sheets

(Dollars in millions)

12/31/2025

9/30/2025

12/31/2024

Assets

Loans

$ 106,541

$ 105,902

$ 104,260

Loans held for sale

1,077

998

797

Securities available for sale

39,596

40,456

37,707

Held-to-maturity securities

8,622

7,509

7,395

Trading account assets

1,061

972

1,283

Short-term investments

10,163

13,334

17,504

Other investments

949

921

1,041

Total earning assets

168,009

170,092

169,987

Allowance for loan and lease losses

(1,427)

(1,444)

(1,409)

Cash and due from banks

1,287

1,938

1,743

Premises and equipment

628

606

614

Goodwill

2,752

Other intangible assets

Corporate-owned life insurance

4,432

4,428

4,394

Accrued income and other assets

8,481

8,803

8,797

Discontinued assets

211

221

263

Total assets

$ 184,381

$ 187,409

$ 187,168

Liabilities

Deposits in domestic offices:

Interest-bearing deposits

$ 121,100

$ 122,425

$ 120,132

Noninterest-bearing deposits

27,613

28,340

29,628

Total deposits

148,713

150,765

149,760

Federal funds purchased and securities sold under repurchase agreements

Bank notes and other short-term borrowings

1,071

1,339

2,130

Accrued expense and other liabilities

4,286

4,276

4,983

Long-term debt

9,917

10,917

12,105

Total liabilities

164,000

167,307

168,992

Equity

Preferred stock

2,500

Common shares

1,257

Capital surplus

6,035

6,002

6,038

Retained earnings

15,359

15,111

14,584

Treasury stock, at cost

(2,810)

(2,619)

(2,733)

Accumulated other comprehensive income (loss)

(1,960)

(2,149)

(3,470)

Key shareholders' equity

20,381

20,102

18,176

Total liabilities and equity

$ 184,381

$ 187,409

$ 187,168

Common shares outstanding (000)

1,102,401

1,112,952

1,106,786

Consolidated Statements of Income

(Dollars in millions, except per share amounts)

Three months ended

Twelve months ended

12/31/2025

9/30/2025

12/31/2024

12/31/2025

12/31/2024

Interest income

Loans

$ 1,439

$ 1,466

$ 1,448

$ 5,749

$ 6,026

Loans held for sale

Securities available for sale

388

408

353

1,599

1,142

Held-to-maturity securities

264

284

Trading account assets

Short-term investments

137

156

214

624

792

Other investments

Total interest income

2,078

2,131

2,132

8,386

8,427

Interest expense

Deposits

688

748

821

2,919

3,307

Federal funds purchased and securities sold under repurchase agreements

Bank notes and other short-term borrowings

164

Long-term debt

162

181

235

734

1,187

Total interest expense

863

947

1,081

3,750

4,662

Net interest income

1,215

1,184

1,051

4,636

3,765

Provision for credit losses

108

107

471

335

Net interest income after provision for credit losses

1,107

1,077

1,012

4,165

3,430

Noninterest income

Trust and investment services income

156

150

142

591

557

Investment banking and debt placement fees

243

184

221

780

688

Cards and payments income

337

331

Service charges on deposit accounts

295

261

Corporate services income

294

275

Commercial mortgage servicing fees

287

258

Corporate-owned life insurance income

140

138

Consumer mortgage income

Operating lease income and other leasing gains

Other income

(5)

Net securities gains (losses)

—

(6)

(908)

(6)

(1,856)

Total noninterest income

782

702

(196)

2,842

809

Noninterest expense

Personnel

790

742

734

2,917

2,714

Net occupancy

270

266

Computer processing

106

105

107

425

414

Business services and professional fees

193

174

Equipment

Operating lease expense

Marketing

Other expense

157

170

198

682

740

Total noninterest expense

1,241

1,177

1,229

4,703

4,545

Income (loss) from continuing operations before income taxes

648

602

(413)

2,304

(306)

Income taxes (benefit)

139

112

(169)

476

(143)

Income (loss) from continuing operations

509

490

(244)

1,828

(163)

Income (loss) from discontinued operations, net of taxes

(1)

—

Net income (loss)

$ 510

$ 489

$ (244)

$ 1,829

$ (161)

Income (loss) from continuing operations attributable to Key common shareholders

$ 474

$ 454

$ (279)

$ 1,685

$ (306)

Net income (loss) attributable to Key common shareholders

475

453

(279)

1,686

(304)

Per common share

Income (loss) from continuing operations attributable to Key common shareholders

$ .43

$ .41

$ (.28)

$ 1.53

$ (.32)

Income (loss) from discontinued operations, net of taxes

—

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

.43

.41

(.28)

1.53

(.32)

Per common share — assuming dilution

Income (loss) from continuing operations attributable to Key common shareholders

$ .43

$ .41

$ (.28)

$ 1.52

$ (.32)

Income (loss) from discontinued operations, net of taxes

—

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

.43

.41

(.28)

1.52

(.32)

Cash dividends declared per common share

$ .205

$ .820

Weighted-average common shares outstanding (000)

1,095,171

1,100,830

986,829

1,098,558

949,561

Effect of common share options and other stock awards (b)

11,152

9,845

—

9,436

—

Weighted-average common shares and potential common shares outstanding (000) (c)

1,106,323

1,110,675

986,829

1,107,994

949,561

(a)

Earnings per share may not foot due to rounding.

(b)

For periods ended in a loss from continuing operations attributable to Key common shareholders, anti-dilutive instruments have been excluded from the calculation of diluted earnings per share.

(c)

Assumes conversion of common share options and other stock awards, as applicable.

Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations

(Dollars in millions)

Fourth Quarter 2025

Third Quarter 2025

Fourth Quarter 2024

Average

Yield/

Average

Yield/

Average

Yield/

Balance

Interest (a)

Rate (a)

Balance

Interest (a)

Rate (a)

Balance

Interest (a)

Rate (a)

Assets

Loans: (b), (c)

Commercial and industrial (d)

$ 57,541

$ 851

5.88 %

$ 56,571

$ 858

6.02 %

$ 52,887

$ 817

6.15 %

Real estate — commercial mortgage

13,356

198

5.91

13,697

208

6.02

13,343

202

6.01

Real estate — construction

2,839

6.71

2,744

6.96

3,033

7.23

Commercial lease financing

2,302

3.73

2,385

3.62

2,826

3.51

Total commercial loans

76,038

1,118

5.84

75,397

1,136

5.98

72,089

1,098

6.07

Real estate — residential mortgage

18,853

157

3.33

19,140

160

3.34

19,990

166

3.32

Home equity loans

5,780

5.47

5,934

5.65

6,445

5.75

Other consumer loans

4,715

5.15

4,825

5.17

5,256

5.08

Credit cards

930

13.24

931

13.50

931

14.36

Total consumer loans

30,278

329

4.33

30,830

339

4.38

32,622

360

4.40

Total loans

106,316

1,447

5.41

106,227

1,475

5.51

104,711

1,458

5.55

Loans held for sale

1,234

5.84

1,291

5.81

1,327

6.05

Securities available for sale (b), (e)

39,785

388

3.67

40,310

408

3.77

37,952

353

3.38

Held-to-maturity securities (b)

8,056

3.78

7,168

3.59

7,541

3.50

Trading account assets

961

4.79

922

4.61

1,215

4.98

Short-term investments

13,603

137

4.01

13,463

156

4.60

17,575

214

4.83

Other investments (e)

935

3.09

966

3.29

1,045

5.72

Total earning assets

170,890

2,086

4.79

170,347

2,140

4.92

171,366

2,142

4.87

Allowance for loan and lease losses

(1,435)

(1,443)

(1,486)

Accrued income and other assets

17,562

18,234

17,308

Discontinued assets

215

227

268

Total assets

$ 187,232

$ 187,365

$ 187,456

Liabilities

Money market deposits

$ 42,442

$ 246

2.30 %

$ 41,953

$ 265

2.51 %

$ 40,676

$ 283

2.77 %

Demand deposits

61,541

319

2.06

60,597

346

2.26

57,653

341

2.35

Savings deposits

4,358

.05

4,478

.05

4,635

.07

Time deposits

13,857

122

3.48

15,239

136

3.54

17,641

196

4.43

Total interest-bearing deposits

122,198

688

2.23

122,267

748

2.43

120,605

821

2.71

Federal funds purchased and securities sold under repurchase agreements

413

3.80

368

4.32

3.99

Bank notes and other short-term borrowings

1,072

3.23

1,372

3.91

1,832

5.19

Long-term debt (f)

10,274

162

6.27

11,071

181

6.53

13,984

235

6.70

Total interest-bearing liabilities

133,957

863

2.56

135,078

947

2.78

136,505

1,081

3.15

Noninterest-bearing deposits

28,512

28,107

29,128

Accrued expense and other liabilities

4,160

4,289

4,823

Discontinued liabilities (f)

215

227

268

Total liabilities

$ 166,844

$ 167,701

$ 170,724

Equity

Total equity

$ 20,388

$ 19,664

$ 16,732

Total liabilities and equity

$ 187,232

$ 187,365

$ 187,456

Interest rate spread (TE)

2.23 %

2.14 %

1.72 %

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

$ 1,223

2.82 %

$ 1,193

2.75 %

$ 1,061

2.41 %

TE adjustment (b)

Net interest income, GAAP basis

$ 1,215

$ 1,184

$ 1,051

(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% for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024.

(c)

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

(d)

Commercial and industrial average balances include $211 million, $214 million, and $216 million of assets from commercial credit cards for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024, 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 $42.1 billion, $43.1 billion, and $41.8 billion for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024, respectively. Yield based on the fair value of securities available for sale was 3.90%, 4.05%, and 3.73% for the three months ended December 31, 2025, September 30, 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 Key's matched funds transfer pricing methodology to discontinued operations.

TE = Taxable Equivalent, GAAP = U.S. generally accepted accounting principles.

Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations

(Dollars in millions)

Twelve months ended December 31,

2025

Twelve months ended December 31,

2024

Average

Yield/

Average

Yield/

Balance

Interest (a)

Rate (a)

Balance

Interest (a)

Rate (a)

Assets

Loans: (b), (c)

Commercial and industrial (d)

$ 55,877

$ 3,347

5.99 %

$ 53,951

$ 3,378

6.26 %

Real estate — commercial mortgage

13,358

798

5.97

14,080

873

6.20

Real estate — construction

2,840

195

6.87

3,042

227

7.48

Commercial lease financing

2,465

3.61

3,087

105

3.41

Total commercial loans

74,540

4,428

5.94

74,160

4,583

6.18

Real estate — residential mortgage

19,291

644

3.34

20,382

674

3.31

Home equity loans

6,012

336

5.59

6,729

398

5.92

Other consumer loans

4,892

250

5.11

5,519

278

5.04

Credit cards

925

126

13.55

934

138

14.78

Total consumer loans

31,120

1,356

4.35

33,564

1,488

4.43

Total loans

105,660

5,784

5.47

107,724

6,071

5.64

Loans held for sale

1,029

5.97

979

6.11

Securities available for sale (b), (e)

40,034

1,599

3.73

37,127

1,142

2.71

Held-to-maturity securities (b)

7,386

264

3.58

7,980

284

3.56

Trading account assets

1,108

5.02

1,175

5.16

Short-term investments

14,355

624

4.35

14,846

792

5.33

Other investments (e)

963

3.38

1,177

5.25

Total earning assets

170,535

8,421

4.86

171,008

8,472

4.81

Allowance for loan and lease losses

(1,426)

(1,515)

Accrued income and other assets

17,655

17,322

Discontinued assets

233

296

Total assets

$ 186,997

$ 187,111

Liabilities

Money market deposits

$ 42,247

$ 1,062

2.52 %

$ 39,525

$ 1,146

2.90 %

Other demand deposits

59,203

1,284

2.17

56,130

1,402

2.50

Savings deposits

4,518

.05

5,010

.14

Time deposits

15,323

569

3.72

16,497

752

4.56

Total interest-bearing deposits

121,291

2,919

2.41

117,162

3,307

2.82

Federal funds purchased and securities sold under repurchase agreements

325

4.12

103

4.35

Bank notes and other short-term borrowings

1,996

4.20

2,984

164

5.49

Long-term debt (f)

11,298

734

6.50

17,279

1,187

6.87

Total interest-bearing liabilities

134,910

3,750

2.78

137,528

4,662

3.39

Noninterest-bearing deposits

27,985

28,993

Accrued expense and other liabilities

4,376

4,886

Discontinued liabilities (f)

233

296

Total liabilities

$ 167,504

$ 171,703

Equity

Total equity

19,493

15,408

Total liabilities and equity

$ 186,997

$ 187,111

Interest rate spread (TE)

2.08 %

1.42 %

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

$ 4,671

2.69 %

$ 3,810

2.16 %

TE adjustment (b)

Net interest income, GAAP basis

$ 4,636

$ 3,765

(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% for the twelve months ended December 31, 2025, and December 31, 2024, respectively.

(c)

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

(d)

Commercial and industrial average balances include $214 million and $215 million of assets from commercial credit cards for the twelve months ended December 31, 2025, and December 31, 2024, 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)

TE = Taxable Equivalent, GAAP = U.S. generally accepted accounting principles

Noninterest Expense

(Dollars in millions)

Three months ended

Twelve months ended

12/31/2025

9/30/2025

12/31/2024

12/31/2025

12/31/2024

Personnel (a)

$ 790

$ 742

$ 734

$ 2,917

$ 2,714

Net occupancy

270

266

Computer processing

106

105

107

425

414

Business services and professional fees

193

174

Equipment

Operating lease expense

Marketing

Other expense

157

170

198

682

740

Total noninterest expense

$ 1,241

$ 1,177

$ 1,229

$ 4,703

$ 4,545

Average full-time equivalent employees (b)

17,396

17,414

16,810

17,226

16,753

(a)

Additional detail provided in Personnel Expense table below.

(b)

The number of average full-time equivalent employees has not been adjusted for discontinued operations.

Personnel Expense

(Dollars in millions)

Three months ended

Twelve months ended

12/31/2025

9/30/2025

12/31/2024

12/31/2025

12/31/2024

Salaries and contract labor

$ 446

$ 437

$ 418

$ 1,715

$ 1,609

Incentive and stock-based compensation

205

190

197

721

661

Employee benefits

131

112

119

460

442

Severance

—

Total personnel expense

$ 790

$ 742

$ 734

$ 2,917

$ 2,714

Loan Composition

(Dollars in millions)

Change 12/31/2025 vs.

12/31/2025

9/30/2025

12/31/2024

9/30/2025

12/31/2024

Commercial and industrial (a), (b)

$ 57,688

$ 56,791

$ 52,909

1.6 %

9.0 %

Commercial real estate:

Commercial mortgage

13,707

13,378

13,310

2.5

3.0

Construction

2,844

2,817

2,936

1.0

(3.1)

Total commercial real estate loans

16,551

16,195

16,246

2.2

1.9

Commercial lease financing (b)

2,270

2,333

2,736

(2.7)

(17.0)

Total commercial loans

76,509

75,319

71,891

1.6

6.4

Real estate — residential mortgage

18,732

19,008

19,886

(1.5)

(5.8)

Home equity loans

5,703

5,863

6,358

(2.7)

(10.3)

Other consumer loans

4,644

4,779

5,167

(2.8)

(10.1)

Credit cards

953

933

958

2.1

(.5)

Total consumer loans

30,032

30,583

32,369

(1.8)

(7.2)

Total loans (c), (d)

$ 106,541

$ 105,902

$ 104,260

.6 %

2.2 %

(a)

Loan balances include $205 million, $212 million, and $212 million of commercial credit card balances at December 31, 2025, September 30, 2025, and December 31, 2024, respectively.

(b)

Commercial and industrial includes receivables held as collateral for a secured borrowing of $211 million at December 31, 2024. Commercial lease financing includes receivables held as collateral for a secured borrowing of $1 million, $1 million, and $3 million at December 31, 2025, September 30, 2025, and December 31, 2024, respectively. Principal reductions are based on the cash payments received from these related receivables.

(c)

Total loans exclude loans of $205 million at December 31, 2025, $216 million at September 30, 2025, and $257 million at December 31, 2024, related to the discontinued operations of the education lending business.

(d)

Accrued interest of $459 million, $472 million, and $456 million at December 31, 2025, September 30, 2025, and December 31, 2024, respectively, presented in "other assets" on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

Loans Held for Sale Composition

(Dollars in millions)

Change 12/31/2025 vs.

12/31/2025

9/30/2025

12/31/2024

9/30/2025

12/31/2024

Commercial and industrial

$ 167

$ 130

$ 88

28.5 %

89.8 %

Real estate — commercial mortgage

761

806

616

(5.6)

23.5

Real estate — residential mortgage

149

140.3

60.2

Total loans held for sale

$ 1,077

$ 998

$ 797

7.9 %

35.1 %

Summary of Changes in Loans Held for Sale

(Dollars in millions)

4Q25

3Q25

2Q25

1Q25

4Q24

Balance at beginning of period

$ 998

$ 530

$ 811

$ 797

$ 1,058

New originations

3,356

3,471

1,806

1,840

2,915

Transfers from (to) held to maturity, net

(35)

—

(71)

—

Loan sales

(3,232)

(2,956)

(2,012)

(1,695)

(3,039)

Loan draws (payments), net

(10)

(42)

(1)

(138)

(136)

Valuation and other adjustments

—

(5)

(3)

(1)

Balance at end of period

$ 1,077

$ 998

$ 530

$ 811

$ 797

Summary of Loan and Lease Loss Experience From Continuing Operations

(Dollars in millions)

Three months ended

Twelve months ended

12/31/2025

9/30/2025

12/31/2024

12/31/2025

12/31/2024

Average loans outstanding

$ 106,316

$ 106,227

$ 104,711

$ 105,660

$ 107,724

Allowance for loan and lease losses at the beginning of the period

$ 1,444

$ 1,446

$ 1,494

$ 1,409

$ 1,508

Loans charged off:

Commercial and industrial

312

363

Real estate — commercial mortgage

Real estate — construction

—

Total commercial real estate loans

Commercial lease financing

—

Total commercial loans

114

103

412

410

Real estate — residential mortgage

—

Home equity loans

—

Other consumer loans

Credit cards

Total consumer loans

105

116

Total loans charged off

124

140

131

517

526

Recoveries:

Commercial and industrial

Real estate — commercial mortgage

—

Real estate — construction

—

Total commercial real estate loans

—

Commercial lease financing

—

Total commercial loans

Real estate — residential mortgage

Home equity loans

—

Other consumer loans

Credit cards

Total consumer loans

Total recoveries

Net loan charge-offs

(104)

(114)

(430)

(440)

Provision (credit) for loan and lease losses

112

448

341

Allowance for loan and lease losses at end of period

$ 1,427

$ 1,444

$ 1,409

$ 1,427

$ 1,409

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

$ 292

$ 297

$ 280

$ 290

$ 296

Provision (credit) for losses on lending-related commitments

(5)

(6)

Other

—

Liability for credit losses on lending-related commitments at end of period (a)

$ 313

$ 292

$ 290

$ 313

$ 290

Total allowance for credit losses at end of period

$ 1,740

$ 1,736

$ 1,699

$ 1,740

$ 1,699

Net loan charge-offs to average total loans

.39 %

.42 %

.43 %

.41 %

Allowance for loan and lease losses to period-end loans

1.34

1.36

1.35

1.34

1.35

Allowance for credit losses to period-end loans

1.63

1.64

1.63

Allowance for loan and lease losses to nonperforming loans

232

219

186

232

186

Allowance for credit losses to nonperforming loans

283

264

224

283

224

Discontinued operations — education lending business:

Loans charged off

$ 1

$ 3

$ 4

Recoveries

—

Net loan charge-offs

$ (1)

$ —

$ (1)

$ (2)

$ (3)

(a)

Included in "Accrued expense and other liabilities" on the balance sheet.

Asset Quality Statistics From Continuing Operations

(Dollars in millions)

4Q25

3Q25

2Q25

1Q25

4Q24

Net loan charge-offs

$ 104

$ 114

$ 102

$ 110

$ 114

Net loan charge-offs to average total loans

.39 %

.42 %

.39 %

.43 %

Allowance for loan and lease losses

$ 1,427

$ 1,444

$ 1,446

$ 1,429

$ 1,409

Allowance for credit losses (a)

1,740

1,736

1,743

1,707

1,699

Allowance for loan and lease losses to period-end loans

1.34 %

1.36 %

1.35 %

Allowance for credit losses to period-end loans

1.63

1.64

1.63

Allowance for loan and lease losses to nonperforming loans

232

219

208

186

Allowance for credit losses to nonperforming loans

283

264

250

249

224

Nonperforming loans at period end

$ 615

$ 658

$ 696

$ 686

$ 758

Nonperforming assets at period end

627

668

707

700

772

Nonperforming loans to period-end portfolio loans

.58 %

.62 %

.65 %

.73 %

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

nonperforming assets

.59

.63

.66

.67

.74

(a)

Includes the allowance for loan and lease losses plus the liability for credit losses on lending-related commitments.

Summary of Nonperforming Assets and Past Due Loans From Continuing Operations

(Dollars in millions)

12/31/2025

9/30/2025

6/30/2025

3/31/2025

12/31/2024

Commercial and industrial

$ 256

$ 253

$ 280

$ 288

$ 322

Real estate — commercial mortgage

157

214

226

206

243

Real estate — construction

—

Total commercial real estate loans

157

214

226

206

243

Commercial lease financing

—

Total commercial loans

420

467

506

494

565

Real estate — residential mortgage

104

Home equity loans

Other Consumer loans

Credit cards

Total consumer loans

195

191

190

192

193

Total nonperforming loans (a)

615

658

696

686

758

OREO

Nonperforming loans held for sale

—

Total nonperforming assets

$ 627

$ 668

$ 707

$ 700

$ 772

Accruing loans past due 90 days or more

$ 99

$ 110

$ 74

$ 86

$ 90

Accruing loans past due 30 through 89 days

220

254

266

281

206

Nonperforming assets from discontinued operations — education lending business

Nonperforming loans to period-end portfolio loans

.58 %

.62 %

.65 %

.73 %

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

nonperforming assets

.59

.63

.66

.67

.74

Summary of Changes in Nonperforming Loans From Continuing Operations

(Dollars in millions)

4Q25

3Q25

2Q25

1Q25

4Q24

Balance at beginning of period

$ 658

$ 696

$ 686

$ 758

$ 728

Loans placed on nonaccrual status

248

210

233

170

309

Charge-offs

(124)

(140)

(127)

(126)

(131)

Loans sold

(7)

(13)

—

(13)

Payments

(124)

(68)

(74)

(57)

(111)

Transfers to OREO

(1)

(2)

Loans returned to accrual status

(35)

(26)

(21)

(57)

(22)

Balance at end of period

$ 615

$ 658

$ 696

$ 686

$ 758

Line of Business Results

(Dollars in millions)

Change 4Q25 vs.

4Q25

3Q25

2Q25

1Q25

4Q24

3Q25

4Q24

Consumer Bank

Summary of operations

Total revenue (TE)

$ 948

$ 935

$ 912

$ 872

$ 865

1.4 %

9.6 %

Provision for credit losses

(20.0)

(25.6)

Noninterest expense

735

695

696

676

713

5.8

3.1

Net income (loss) attributable to Key

137

152

122

116

(9.9)

65.1

Average loans and leases

34,683

35,363

36,137

36,819

37,567

(1.9)

(7.7)

Average deposits

87,738

87,692

88,002

88,306

87,476

Net loan charge-offs

—

(22.2)

Net loan charge-offs to average total loans

.56 %

.55 %

.44 %

.57 %

.67 %

1.8

(16.4)

Nonperforming assets at period end

$ 201

$ 197

$ 196

$ 201

2.0

—

Return on average allocated equity

18.87 %

20.19 %

16.20 %

15.15 %

10.24 %

(6.5)

84.3

Commercial Bank

Summary of operations

Total revenue (TE)

$ 1,109

$ 1,014

$ 974

$ 942

$ 1001

9.4 %

10.8 %

Provision for credit losses

(3)

7.4

N/M

Noninterest expense

512

482

449

462

515

6.2

(.6)

Net income (loss) attributable to Key

410

367

349

321

381

11.7

7.6

Average loans and leases

71,104

70,326

69,087

67,056

66,691

1.1

6.6

Average loans held for sale

1,140

1,224

707

754

1,247

(6.9)

(8.6)

Average deposits

60,436

58,483

55,886

57,436

59,687

3.3

1.3

Net loan charge-offs

(17.2)

1.9

Net loan charge-offs to average total loans

.30 %

.36 %

.34 %

.31 %

(16.7)

(3.2)

Nonperforming assets at period end

$ 426

$ 471

$ 511

$ 499

$ 571

(9.6)

(25.4)

Return on average allocated equity

16.33 %

14.87 %

14.45 %

13.80 %

15.62 %

9.8

4.5

TE = Taxable Equivalent; N/M = Not Meaningful

Selected Items Impact on Earnings

(Dollars in millions, except per share amounts)

Pretax (a)

After-tax at marginal rate (a)

Quarter to date results

Amount

Net Income

EPS (c), (e)

Three months ended December 31, 2025

FDIC special assessment (other expense) (d)

$ 21

$ 16

$ 0.01

Three months ended September 30, 2025

FDIC special assessment (other expense) (d)

—

Three months ended June 30, 2025

No items

—

Three months ended March 31, 2025

No items

—

Three months ended December 31, 2024

Loss on sale of securities (b)

(915)

(657)

(0.66)

Scotiabank investment agreement valuation (other income)

(3)

(2)

—

FDIC special assessment (other expense) (d)

—

Three months ended September 30, 2024

Loss on sale of securities (b)

(918)

(737)

(0.77)

FDIC special assessment (other expense) (d)

—

Three months ended June 30, 2024

FDIC special assessment (other expense) (d)

(5)

(4)

—

Three months ended March 31, 2024

FDIC special assessment (other expense) (d)

(29)

(22)

(0.02)

Year to date results

Twelve months ended December 31, 2025

FDIC special assessment (other expense) (d)

$ 26

$ 20

$ 0.02

Twelve months ended December 31, 2024

Loss on sale of securities

(1,833)

(1,394)

(1.45)

Scotiabank investment agreement valuation (other income)

(3)

(2)

—

FDIC special assessment (other expense) (d)

(25)

(19)

(0.02)

(a)

Favorable (unfavorable) impact.

(b)

After-tax loss on sale of securities for the three months ended September 30, 2024 adjusted to reflect impact of GAAP accounting for income taxes in interim periods, with related adjustments recorded in the fourth quarter of 2024.

(c)

Impact to EPS reflected on a fully diluted basis.

(d)

In November 2023, the FDIC issued a final rule implementing a special assessment on insured depository institutions to recover the loss to the FDIC's deposit insurance fund (DIF) associated with protecting uninsured depositors following the 2023 closures of Silicon Valley Bank and Signature Bank. KeyCorp recorded the initial loss estimate related to the special assessment during the fourth quarter of 2023. Amounts reflected in this table represent adjustments from initial estimates based on quarterly invoices received from the FDIC.

(e)

Earnings per share may not foot due to rounding.

SOURCE KeyCorp