KEYCORP REPORTS THIRD QUARTER 2025 NET INCOME OF $454 MILLION, OR $.41 PER DILUTED COMMON SHARE

Revenue of $1.9 billion, up 17% year-over-year adjusted for last year's securities portfolio repositioning (a); Positive operating leverage on both a total and adjusted fee (a) basis year-over-year

Net interest income increased 4% quarter-over-quarter, and net interest margin of 2.75% increased 9 bps

Average deposits increased 2% quarter-over-quarter, while total deposit costs declined by 2 bps to 1.97%

Nonperforming assets decreased 6% sequentially; Net charge-offs remained stable at 42 bps

CLEVELAND, Oct. 16, 2025 /PRNewswire/ -- KeyCorp (NYSE: KEY) today announced net income from continuing operations attributable to Key common shareholders of $454 million, or $.41 per diluted common share, or adjusted net income of $450 million, or $.41 per diluted common share (a), for the third quarter of 2025. The third quarter of 2025 included a $4 million after-tax benefit related to the updated FDIC special assessment (b ). For the second quarter of 2025, net income from continuing operations attributable to Key common shareholders was $387 million, or $.35 per diluted common share. For the third quarter of 2024, KeyCorp reported a net loss from continuing operations attributable to Key common shareholders of $(447) million, or $(.47) per diluted common share, or adjusted net income of $285 million, or $.30 per diluted common share (a). Included in the third quarter of 2024 are after-tax charges of $(737) million, or $(.77) per diluted common share, related to the loss on the sale of securities (b) and a $5 million after-tax benefit related to the updated FDIC special assessment (b).

Comments from Chairman and CEO, Chris Gorman

"Our third quarter results demonstrate continued strong momentum. Adjusted revenue (a) was up 17% year-over-year, and we generated more than 1,000 basis points of operating leverage again this quarter. Revenue growth was driven by our clearly defined net interest income tailwinds and adjusted noninterest income (a) growth of 8%, which continues to grow faster than expenses. At the same time, we continue to make meaningful investments in front line bankers and technology that will drive future growth. Tangible book value per share grew 4% sequentially and 14% year-over-year.

We continue to deliver best-in-class services to our clients while concurrently managing risk. Credit quality continues to trend in a positive direction as both nonperforming assets and criticized loans declined, and net charge-offs remained within our full year guidance range of 40 to 45 basis points.

Business momentum with clients and prospects continues to build. Client deposits grew 2% quarter-over-quarter, and relationship households continue to grow at an annualized rate of 2%. Assets under management reached a record $68 billion, up 11% year-over-year. Investment banking and debt placement fees recorded the second best year-to-date performance in our history. Investment banking pipelines grew from already elevated levels, including M&A pipelines which are up materially. We raised a robust $50 billion of capital on behalf of our clients during the third quarter while retaining only 15% on our balance sheet.

We are on track to deliver record revenue in 2025. As I look ahead, I remain confident that we will continue to deliver outsized EPS growth. We will do so through continued active management of both our business and our balance sheet. As a result, I am highly confident we will reach a 15% or better return on tangible common equity within the next few years."

(a) The table entitled "GAAP to Non-GAAP Reconciliations" in the attached financial supplement presents the computations of certain financial measures related to "adjusted revenue", "adjusted noninterest income", "adjusted noninterest expense", "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.

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

Selected Financial Highlights

Dollars in millions, except per share data

Change 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

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

$ 454

$ 387

$ (447)

17.3 %

N/M

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

common share — assuming dilution

.41

.35

(.47)

17.1

N/M

Book value at period end

15.86

15.32

14.53

3.5

9.2 %

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

12.51 %

11.09 %

(16.98) %

142 bps

N/M

Return on average total assets from continuing operations

1.04

.91

(.87)

N/M

Common Equity Tier 1 ratio (b)

11.8

11.7

10.8

100 bps

Net interest margin (TE) from continuing operations

2.75

2.66

2.17

(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)

September 30, 2025 ratio is estimated.

TE = Taxable Equivalent, N/M = Not Meaningful

INCOME STATEMENT HIGHLIGHTS

Revenue

Dollars in millions

Change 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Net interest income (TE)

$ 1,193

$ 1,150

$ 964

3.7 %

23.8 %

Noninterest income

702

690

(269)

1.7

N/M

Total revenue (TE)

$ 1,895

$ 1,840

$ 695

3.0 %

172.7 %

TE = Taxable Equivalent

Taxable-equivalent net interest income was $1.19 billion for the third quarter of 2025 and the net interest margin was 2.75%. Compared to the third quarter of 2024, net interest income increased by $229 million, and the net interest margin increased by 58 basis points. These increases primarily reflect lower deposit costs, the reinvestment of proceeds from maturing low-yielding investment securities, fixed-rate loans and swaps repricing into higher-yielding investments, and the repositioning of the available-for-sale portfolio during the third and fourth quarters 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 second quarter of 2025, taxable-equivalent net interest income increased by $43 million, and the net interest margin increased by 9 basis points. These increases were driven by an improved funding mix as low-cost core deposits increased while wholesale borrowings declined, the redeployment of maturing low-yielding investments and swaps into higher-yielding investments, and growth in commercial and industrial loans. Net interest income also benefited from one additional day in the third quarter of 2025 compared to the second quarter of 2025.

Noninterest Income

Dollars in millions

Change 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Trust and investment services income

$ 150

$ 146

$ 140

2.7 %

7.1 %

Investment banking and debt placement fees

184

178

171

3.4

7.6

Cards and payments income

1.2

2.4

Service charges on deposit accounts

2.7

11.9

Corporate services income

(5.3)

4.3

Commercial mortgage servicing fees

4.3

—

Corporate-owned life insurance income

9.4

(2.8)

Consumer mortgage income

(6.7)

16.7

Operating lease income and other leasing gains

(21.4)

(31.3)

Other income

(2)

N/M

Net securities gains (losses)

(6)

—

(935)

N/M

99.4

Total noninterest income

$ 702

$ 690

$ (269)

1.7 %

361.0 %

N/M = Not Meaningful

Compared to the third quarter of 2024, noninterest income increased by $971 million. The increase was primarily driven by the impact of a $918 million loss on the sale of securities as part of the strategic repositioning of the portfolio in the third quarter of 2024. Additional drivers include a $13 million increase in investment banking and debt placement fees reflecting higher debt and equity issuance activity, and a $10 million increase in trust and investment services income. The increase was partly offset by a $5 million decrease in operating lease income and other leasing gains.

Compared to the second quarter of 2025, noninterest income increased by $12 million. The increase was driven by continued momentum across our priority fee based businesses which included a $6 million increase in investment banking and debt placement fees, a $4 million increase in trust and investment services income, and a $3 million increase in commercial mortgage servicing fees. The increase was partly offset by a $4 million decrease in corporate services income and a $3 million decrease in operating lease income.

Noninterest Expense

Dollars in millions

Change 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Personnel expense

$ 742

$ 705

$ 670

5.2 %

10.7 %

Net occupancy

(5.8)

(1.5)

Computer processing

105

107

104

(1.9)

1.0

Business services and professional fees

(8.3)

7.3

Equipment

(4.8)

—

Operating lease expense

(10.0)

(35.7)

Marketing

(8.3)

4.8

Other expense

170

158

—

7.6

Total noninterest expense

$ 1,177

$ 1,154

$ 1,094

2.0 %

7.4 %

Compared to the third quarter of 2024, noninterest expense increased by $83 million. The increase was predominantly driven by a $72 million increase in personnel expense primarily related to incentive compensation associated with noninterest income growth, and continued investments in people. Business services and professional fees, as well as computer processing expenses increased primarily due to technology-related investments. These were partially offset by a $5 million decrease in operating lease expense.

Compared to the second quarter of 2025, noninterest expense increased by $23 million. The increase was primarily driven by a $37 million increase in personnel expense primarily related to incentive compensation associated with noninterest income growth, and continued investments in people. This was partially offset by a $14 million decrease in non-personnel expenses primarily due to lower net occupancy and business services and professional fees, as well as a $5 million benefit associated with the updated FDIC special assessment.

BALANCE SHEET HIGHLIGHTS

Average Loans

Dollars in millions

Change 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Commercial and industrial (a)

$ 56,571

$ 55,604

$ 53,121

1.7 %

6.5 %

Other commercial loans

18,826

18,708

19,929

0.6

(5.5)

Total consumer loans

30,830

31,403

33,194

(1.8)

(7.1)

Total loans

$ 106,227

$ 105,715

$ 106,244

0.5 %

0.0 %

(a)

Commercial and industrial average loan balances include $214 million, $218 million, and $215 million of assets from commercial credit cards at September 30, 2025, June 30, 2025, and September 30, 2024, respectively.

Average loans were $106.2 billion for the third quarter of 2025, a decrease of $17 million compared to the third quarter of 2024. Average commercial loans increased by $2.3 billion, primarily driven by an increase in commercial and industrial loans. Average consumer loans declined by $2.4 billion, reflective of broad-based declines across consumer loan categories.

Compared to the second quarter of 2025, average loans increased by $512 million. Average commercial loans increased $1.1 billion, primarily driven by an increase in commercial and industrial loans. Average consumer loans declined by $573 million, reflective of the intentional run-off of low-yielding loans.

Average Deposits

Dollars in millions

Change 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Non-time deposits

$ 135,135

$ 131,845

$ 129,901

2.5 %

4.0 %

Time deposits

15,239

15,601

17,870

(2.3)

(14.7)

Total deposits

$ 150,374

$ 147,446

$ 147,771

2.0 %

1.8 %

Cost of total deposits

1.97 %

1.99 %

2.39 %

(2) bps

(42) bps

Average deposits totaled $150.4 billion for the third quarter of 2025, an increase of $2.6 billion compared to the year-ago quarter, reflecting growth in consumer deposits.

Compared to the second quarter of 2025, average deposits increased by $2.9 billion, driven by higher commercial client balances. The rate paid on interest-bearing deposits declined by 1 basis point, and the overall cost of deposits declined by 2 basis points to 1.97%.

ASSET QUALITY

Dollars in millions

Change 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Net loan charge-offs

$ 114

$ 102

$ 154

11.8 %

(26.0) %

Net loan charge-offs to average total loans

.42 %

.39 %

.58 %

N/A

Nonperforming loans at period end

$ 658

$ 696

$ 728

(5.5)

(9.6)

Nonperforming assets at period end

668

707

741

(5.5)

(9.9)

Allowance for loan and lease losses

1,444

1,446

1,494

(0.1)

(3.3)

Allowance for credit losses

1,736

1,743

1,774

(0.4)

(2.1)

Provision for credit losses

107

138

(22.5)

12.6

Allowance for loan and lease losses to nonperforming loans

219 %

208 %

205 %

N/A

Allowance for credit losses to nonperforming loans

264

250

244

N/A

N/A = Not Applicable

Key's provision for credit losses for the third quarter of 2025 was $107 million, compared to $95 million in the third quarter of 2024 and $138 million in the second quarter of 2025. A reserve release of $7 million during the third quarter of 2025 reflected a relatively stable macroeconomic outlook and consistent loan portfolio performance.

Net loan charge-offs for the third quarter of 2025 totaled $113.54856356 million, or 0.42% of average total loans. These results compare to $154 million, or 0.58%, for the third quarter of 2024 and $102 million, or 0.39%, for the second quarter of 2025. Key's allowance for credit losses was $1.7 billion, or 1.64% of total period-end loans at September 30, 2025, compared to 1.68% at September 30, 2024, and 1.64% at June 30, 2025.

At September 30, 2025, Key's nonperforming loans totaled $658 million, which represented 0.62% of period-end portfolio loans. These results compare to 0.69% at September 30, 2024, and 0.65% at June 30, 2025. Nonperforming assets at September 30, 2025, totaled $668 million, and represented 0.63% of period-end portfolio loans and OREO and other nonperforming assets. These results compare to 0.70% at September 30, 2024, and 0.66% at June 30, 2025.

CAPITAL

Key's estimated risk-based capital ratios, included in the following table, continued to exceed all "well-capitalized" regulatory benchmarks at September 30, 2025.

Capital Ratios

9/30/2025

6/30/2025

9/30/2024

Common Equity Tier 1 (a)

11.8 %

11.7 %

10.8 %

Tier 1 risk-based capital (a)

13.5

13.4

12.6

Total risk-based capital (a)

15.8

15.7

15.1

Tangible common equity to tangible assets (b)

8.1

7.8

6.2

Leverage (a)

10.4

10.3

9.2

(a)

September 30, 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 third quarter of 2025. As shown in the preceding table, at September 30, 2025, Key's estimated Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 11.8% and 13.5%, respectively.

Summary of Changes in Common Shares Outstanding

In thousands

Change 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Shares outstanding at beginning of period

1,112,453

1,111,986

943,200

— %

17.9 %

Shares issued under employee compensation plans (net of cancellations and

returns)

499

467

222

6.9

124.8

Shares issued under Scotiabank investment agreement

—

47,829

—

N/M

Shares outstanding at end of period

1,112,952

1,112,453

991,251

— %

12.3 %

Key declared a dividend on July 15, 2025 of $.205 per common share, payable in the third quarter of 2025.

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 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Revenue from continuing operations (TE)

Consumer Bank

$ 935

$ 912

$ 800

2.5 %

16.9 %

Commercial Bank

1,014

974

866

4.1

17.1

Other (a)

(54)

(46)

(971)

(17.4)

94.4

Total

$ 1,895

$ 1,840

$ 695

3.0 %

172.7 %

Income (loss) from continuing operations attributable to Key

Consumer Bank

$ 152

$ 122

$ 75

24.6 %

102.7 %

Commercial Bank

367

349

299

5.2

22.7

Other (a)

(29)

(48)

(785)

39.6

96.3

Total

$ 490

$ 423

$ (411)

15.8 %

219.2 %

(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 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Summary of operations

Net interest income (TE)

$ 691

$ 676

$ 569

2.2 %

21.4 %

Noninterest income

244

236

231

3.4

5.6

Total revenue (TE)

935

912

800

2.5

16.9

Provision for credit losses

(27.3)

(23.1)

Noninterest expense

695

696

649

(.1)

7.1

Income (loss) before income taxes (TE)

200

161

24.2

102.0

Allocated income taxes (benefit) and TE adjustments

23.1

100.0

Net income (loss) attributable to Key

$ 152

$ 122

$ 75

24.6 %

102.7 %

Average balances

Loans and leases

$ 35,363

$ 36,137

$ 38,332

(2.1) %

(7.7) %

Total assets

38,374

39,156

41,188

(2.0)

(6.8)

Deposits

87,692

88,002

86,431

(.4)

1.5

Assets under management at period end

$ 67,855

$ 64,244

$ 61,122

5.6 %

11.0 %

TE = Taxable Equivalent

Additional Consumer Bank Data

Dollars in millions

Change 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Noninterest income

Trust and investment services income

$ 124

$ 119

$ 114

4.2 %

8.8 %

Service charges on deposit accounts

2.9

5.9

Cards and payments income

—

Consumer mortgage income

—

7.7

Other noninterest income

28.6

—

Total noninterest income

$ 244

$ 236

$ 231

3.4 %

5.6 %

Average deposit balances

Money market deposits

$ 35,278

$ 34,524

$ 30,805

2.2 %

14.5 %

Demand deposits

22,604

22,784

22,310

(.8)

1.3

Savings deposits

4,291

4,406

4,553

(2.6)

(5.8)

Time deposits

11,113

11,910

13,927

(6.7)

(20.2)

Noninterest-bearing deposits

14,406

14,378

14,836

(2.9)

Total deposits

$ 87,692

$ 88,002

$ 86,431

(.4) %

1.5 %

Other data

Branches

942

943

944

Automated teller machines

1,152

1,166

1,194

Consumer Bank Summary of Operations (3Q25 vs. 3Q24)

Commercial Bank

Dollars in millions

Change 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Summary of operations

Net interest income (TE)

$ 587

$ 556

$ 460

5.6 %

27.6 %

Noninterest income

427

418

406

2.2

5.2

Total revenue (TE)

1,014

974

866

4.1

17.1

Provision for credit losses

(19.0)

65.9

Noninterest expense

482

449

444

7.3

8.6

Income (loss) before income taxes (TE)

464

441

381

5.2

21.8

Allocated income taxes and TE adjustments

5.4

18.3

Net income (loss) attributable to Key

$ 367

$ 349

$ 299

5.2 %

22.7 %

Average balances

Loans and leases

$ 70,326

$ 69,087

$ 67,452

1.8 %

4.3 %

Loans held for sale

1,224

707

998

73.1

22.6

Total assets

79,733

78,486

76,395

1.6

4.4

Deposits

58,483

55,886

58,696

4.6

(0.4)

TE = Taxable Equivalent

Additional Commercial Bank Data

Dollars in millions

Change 3Q25 vs.

3Q25

2Q25

3Q24

2Q25

3Q24

Noninterest income

Trust and investment services income

$ 26

$ 25

$ 26

4.0 %

— %

Investment banking and debt placement fees

183

179

171

2.2

7.0

Cards and payments income

—

(4.5)

Service charges on deposit accounts

(2.6)

15.6

Corporate services income

1.5

11.3

Commercial mortgage servicing fees

4.3

—

Operating lease income and other leasing gains

(33.3)

(37.5)

Other noninterest income

300.0

100.0

Total noninterest income

$ 427

$ 418

$ 406

2.2 %

5.2 %

Commercial Bank Summary of Operations (3Q25 vs. 3Q24)

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

KeyCorp's roots trace back 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 $187 billion at September 30, 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 1,000 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 is 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/irat 10:00 a.m. ET, on October 16, 2025. A replay of the call will be available on our website through October 16, 2026.

For up-to-date company information, media contacts, and facts and figures about Key's lines of business, visit our Media Newsroom at https://www.key.com/newsroom.

*****

KeyCorp

Third 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

9/30/2025

6/30/2025

9/30/2024

Summary of operations

Net interest income (TE)

$ 1,193

$ 1,150

$ 964

Noninterest income

702

690

(269)

Total revenue (TE)

1,895

1,840

695

Provision for credit losses

107

138

Noninterest expense

1,177

1,154

1,094

Income (loss) from continuing operations attributable to Key

490

423

(411)

Income (loss) from discontinued operations, net of taxes

(1)

Net income (loss) attributable to Key

489

425

(410)

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

454

387

(447)

Income (loss) from discontinued operations, net of taxes

(1)

Net income (loss) attributable to Key common shareholders

453

389

(446)

Per common share

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

$ .41

$ .35

$ (.47)

Income (loss) from discontinued operations, net of taxes

—

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

.41

.35

(.47)

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

.41

.35

(.47)

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

—

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

.41

.35

(.47)

Cash dividends declared

.205

Book value at period end

15.86

15.32

14.53

Tangible book value at period end

13.38

12.83

11.72

Market price at period end

18.69

17.42

16.75

Performance ratios

From continuing operations:

Return on average total assets

1.04 %

.91 %

(.87) %

Return on average common equity

10.49

9.26

(13.41)

Return on average tangible common equity (b)

12.51

11.09

(16.98)

Net interest margin (TE)

2.75

2.66

2.17

Cash efficiency ratio (b)

61.8

62.4

156.4

From consolidated operations:

Return on average total assets

1.04 %

.91 %

(.87) %

Return on average common equity

10.47

9.31

(13.38)

Return on average tangible common equity (b)

12.48

11.15

(16.95)

Net interest margin (TE)

2.74

2.66

2.17

Loan to deposit (c)

71.0

72.9

71.0

Capital ratios at period end

Key shareholders' equity to assets

10.7 %

10.5 %

8.9 %

Key common shareholders' equity to assets

9.4

9.2

7.6

Tangible common equity to tangible assets (b)

8.1

7.8

6.2

Common Equity Tier 1 (d)

11.8

11.7

10.8

Tier 1 risk-based capital (d)

13.5

13.4

12.6

Total risk-based capital (d)

15.8

15.7

15.1

Leverage (d)

10.4

10.3

9.2

Asset quality — from continuing operations

Net loan charge-offs

$ 114

$ 102

$ 154

Net loan charge-offs to average loans

.42 %

.39 %

.58 %

Allowance for loan and lease losses

$ 1,444

$ 1,446

$ 1,494

Allowance for credit losses

1,736

1,743

1,774

Allowance for loan and lease losses to period-end loans

1.36 %

1.42 %

Allowance for credit losses to period-end loans

1.64

1.68

Allowance for loan and lease losses to nonperforming loans

219

208

205

Allowance for credit losses to nonperforming loans

264

250

244

Nonperforming loans at period-end

$ 658

$ 696

$ 728

Nonperforming assets at period-end

668

707

741

Nonperforming loans to period-end portfolio loans

.62 %

.65 %

.69 %

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

.63

.66

.70

Trust assets

Assets under management

$ 67,855

$ 64,244

$ 61,122

Other data

Average full-time equivalent employees

17,414

17,105

16,805

Branches

942

943

944

Taxable-equivalent adjustment

$ 9

$ 12

Financial Highlights (continued)

(Dollars in millions, except per share amounts)

Nine months ended

9/30/2025

9/30/2024

Summary of operations

Net interest income (TE)

$ 3,448

$ 2,749

Noninterest income

2,060

1,005

Total revenue (TE)

5,508

3,754

Provision for credit losses

363

296

Noninterest expense

3,462

3,316

Income (loss) from continuing operations attributable to Key

1,319

Income (loss) from discontinued operations, net of taxes

Net income (loss) attributable to Key

1,319

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

1,211

(27)

Income (loss) from discontinued operations, net of taxes

Net income (loss) attributable to Key common shareholders

1,211

(25)

Per common share

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

$ 1.10

$ (.03)

Income (loss) from discontinued operations, net of taxes

—

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

1.10

(.03)

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

1.09

(.03)

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

—

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

1.09

(.03)

Cash dividends paid

.62

Performance ratios

From continuing operations:

Return on average total assets

.94 %

.06 %

Return on average common equity

9.70

(.29)

Return on average tangible common equity (b)

11.63

(.37)

Net interest margin (TE)

2.66

2.08

Cash efficiency ratio (b)

62.6

87.7

From consolidated operations:

Return on average total assets

.94 %

.06 %

Return on average common equity

9.70

(0.27)

Return on average tangible common equity (b)

11.63

(0.35)

Net interest margin (TE)

2.66

2.08

Asset quality — from continuing operations

Net loan charge-offs

$ 326

Net loan charge-offs to average total loans

.41 %

.40 %

Other data

Average full-time equivalent employees

17,169

16,734

Taxable-equivalent adjustment

$ 27

$ 35

(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)

September 30, 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 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 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 expense is a non-GAAP measure in that it 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.

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.

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

Nine months ended

9/30/2025

6/30/2025

9/30/2024

9/30/2025

9/30/2024

Tangible common equity to tangible assets at period-end

Key shareholders' equity (GAAP)

$ 20,102

$ 19,484

$ 16,852

Less: Intangible assets

2,765

2,770

2,786

Preferred Stock (a)

2,446

Tangible common equity (non-GAAP)

$ 14,891

$ 14,268

$ 11,620

Total assets (GAAP)

$ 187,409

$ 185,499

$ 189,763

Less: Intangible assets

2,765

2,770

2,786

Tangible assets (non-GAAP)

$ 184,644

$ 182,729

$ 186,977

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

8.06 %

7.81 %

6.21 %

Average tangible common equity

Average Key shareholders' equity (GAAP)

$ 19,664

$ 19,268

$ 15,759

$ 19,193

$ 14,963

Less: Intangible assets (average)

2,767

2,772

2,789

2,772

2,796

Preferred stock (average)

2,500

Average tangible common equity (non-GAAP)

$ 14,397

$ 13,996

$ 10,470

$ 13,921

$ 9,667

Return on average tangible common equity from continuing operations

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

shareholders (GAAP)

$ 454

$ 387

$ (447)

$ 1,211

$ (27)

Average tangible common equity (non-GAAP)

14,397

13,996

10,470

13,921

9,667

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

GAAP)

12.51 %

11.09 %

(16.98) %

11.63 %

(0.37) %

Adjusted return on average tangible common equity from continuing

operations

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

common shareholders (non-GAAP)

$ 450

$ 387

$ 285

$ 1,207

$ 731

Adjusted return on average tangible common equity from continuing operations

excluding notable items (non-GAAP)

12.40 %

11.09 %

10.83 %

11.59 %

10.10 %

Return on average tangible common equity consolidated

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

$ 453

$ 389

$ (446)

$ 1,211

$ (25)

Average tangible common equity (non-GAAP)

14,397

13,996

10,470

13,921

9,667

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

12.48 %

11.15 %

(16.95) %

11.63 %

(0.35) %

Pre-provision net revenue

Net interest income (GAAP)

$ 1,184

$ 1,141

$ 952

$ 3,421

$ 2,714

Plus: Taxable-equivalent adjustment

Noninterest income (GAAP)

702

690

(269)

2,060

1,005

Less: Noninterest expense (GAAP)

1,177

1,154

1,094

3,462

3,316

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

$ 718

$ 686

$ (399)

$ 2,046

$ 438

Adjusted pre-provision net revenue

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

$ 718

$ 686

$ (399)

$ 2,046

$ 438

Plus: Selected items (b)

(5)

—

912

(5)

946

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

$ 713

$ 686

$ 513

$ 2,041

$ 1,384

GAAP to Non-GAAP Reconciliations (continued)

(Dollars in millions)

Three months ended

Nine months ended

9/30/2025

6/30/2025

9/30/2024

9/30/2025

9/30/2024

Cash efficiency ratio and Adjusted cash efficiency ratio

Noninterest expense (GAAP)

$ 1,177

$ 1,154

$ 1,094

$ 3,462

$ 3,316

Less: Intangible asset amortization

Noninterest expense less intangible asset amortization (non-GAAP)

$ 1,172

$ 1,149

$ 1,087

$ 3,447

$ 3,294

Plus: Selected items (d)

—

(28)

Adjusted noninterest expense less intangible asset amortization (non-

GAAP)

$ 1,177

$ 1,149

$ 1,093

$ 3,452

$ 3,266

Net interest income (GAAP)

$ 1,184

$ 1,141

$ 952

$ 3,421

$ 2,714

Plus: Taxable-equivalent adjustment

Net interest income TE (non-GAAP)

1,193

1,150

964

3,448

2,749

Noninterest income (GAAP)

702

690

(269)

2,060

1,005

Total taxable-equivalent revenue (non-GAAP)

$ 1,895

$ 1,840

$ 695

$ 5,508

$ 3,754

Plus: Selected items (d)

—

918

—

918

Adjusted taxable-equivalent revenue (non-GAAP)

$ 1,895

$ 1,840

$ 1,613

$ 5,508

$ 4,672

Cash efficiency ratio (non-GAAP)

61.8 %

62.4 %

156.4 %

62.6 %

87.7 %

Adjusted cash efficiency ratio (non-GAAP)

62.1 %

62.4 %

67.8 %

62.7 %

69.9 %

Adjusted taxable-equivalent revenue

Noninterest income (GAAP)

$ 702

$ 690

$ (269)

$ 2,060

$ 1,005

Plus: Selected items (b)

—

918

—

918

Adjusted noninterest income (non-GAAP)

$ 702

$ 690

$ 649

$ 2,060

$ 1,923

Net interest income TE (non-GAAP)

1,193

1,150

964

3,448

2,749

Total adjusted taxable-equivalent revenue (non-GAAP)

$ 1,895

$ 1,840

$ 1,613

$ 5,508

$ 4,672

Adjusted noninterest expense

Noninterest expense (GAAP)

$ 1,177

$ 1,154

$ 1,094

$ 3,462

$ 3,316

Plus: Selected items (b)

—

(28)

Noninterest expense adjusted for selected items (non-GAAP)

$ 1,182

$ 1,154

$ 1,100

$ 3,467

$ 3,288

Adjusted income (loss) available from continuing operations attributable to

Key common shareholders

Income (loss) from continuing operations attributable to Key common

shareholders (GAAP)

$ 454

$ 387

$ (447)

$ 1,211

$ (27)

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

(4)

—

732

(4)

758

Adjusted income (loss) available from continuing operations attributable to

Key common shareholders (non-GAAP)

$ 450

$ 387

$ 285

$ 1,207

$ 731

Diluted earnings per common share (EPS) - adjusted

Diluted EPS from continuing operations attributable to Key common shareholders

(GAAP)

$ .41

$ .35

$ (.47)

$ 1.09

$ (.03)

Plus: EPS impact of selected items (b)

—

.77

—

.79

Diluted EPS from continuing operations attributable to Key common

shareholders - adjusted (non-GAAP)

$ .41

$ .35

$ .30

$ 1.09

$ .76

(a)

Net of capital surplus.

(b)

Additional detail provided in Selected Items table on page 25.

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

Consolidated Balance Sheets

(Dollars in millions)

9/30/2025

6/30/2025

9/30/2024

Assets

Loans

$ 105,902

$ 106,389

$ 105,346

Loans held for sale

998

530

1,058

Securities available for sale

40,456

40,669

34,169

Held-to-maturity securities

7,509

6,914

7,702

Trading account assets

972

1,374

1,404

Short-term investments

13,334

11,564

22,796

Other investments

921

1,058

1,117

Total earning assets

170,092

168,498

173,592

Allowance for loan and lease losses

(1,444)

(1,446)

(1,494)

Cash and due from banks

1,938

1,766

1,276

Premises and equipment

606

599

624

Goodwill

2,752

Other intangible assets

Corporate-owned life insurance

4,428

4,423

4,379

Accrued income and other assets

8,803

8,654

8,323

Discontinued assets

221

235

277

Total assets

$ 187,409

$ 185,499

$ 189,763

Liabilities

Deposits in domestic offices:

Interest-bearing deposits

$ 122,425

$ 119,230

$ 119,995

Noninterest-bearing deposits

28,340

27,675

30,358

Total deposits

150,765

146,905

150,353

Federal funds purchased and securities sold under repurchase agreements

Bank notes and other short-term borrowings

1,339

2,754

2,359

Accrued expense and other liabilities

4,276

4,273

4,478

Long-term debt

10,917

12,063

15,677

Total liabilities

167,307

166,015

172,911

Equity

Preferred stock

2,500

Common shares

1,257

Capital surplus

6,002

5,971

6,149

Retained earnings

15,111

14,886

15,066

Treasury stock, at cost

(2,619)

(2,629)

(4,839)

Accumulated other comprehensive income (loss)

(2,149)

(2,501)

(3,281)

Key shareholders' equity

20,102

19,484

16,852

Total liabilities and equity

$ 187,409

$ 185,499

$ 189,763

Common shares outstanding (000)

1,112,952

1,112,453

991,251

Consolidated Statements of Income

(Dollars in millions, except per share amounts)

Three months ended

Nine months ended

9/30/2025

6/30/2025

9/30/2024

9/30/2025

9/30/2024

Interest income

Loans

$ 1,466

$ 1,443

$ 1,516

$ 4,310

$ 4,578

Loans held for sale

Securities available for sale

408

411

298

1,211

789

Held-to-maturity securities

188

218

Trading account assets

Short-term investments

156

157

244

487

578

Other investments

Total interest income

2,131

2,107

2,175

6,308

6,295

Interest expense

Deposits

748

730

887

2,231

2,486

Federal funds purchased and securities sold under repurchase agreements

Bank notes and other short-term borrowings

140

Long-term debt

181

198

292

572

952

Total interest expense

947

966

1,223

2,887

3,581

Net interest income

1,184

1,141

952

3,421

2,714

Provision for credit losses

107

138

363

296

Net interest income after provision for credit losses

1,077

1,003

857

3,058

2,418

Noninterest income

Trust and investment services income

150

146

140

435

415

Investment banking and debt placement fees

184

178

171

537

467

Cards and payments income

253

246

Service charges on deposit accounts

217

196

Corporate services income

213

206

Commercial mortgage servicing fees

219

190

Corporate-owned life insurance income

100

102

Consumer mortgage income

Operating lease income and other leasing gains

Other income

(2)

Net securities gains (losses)

(6)

—

(935)

(6)

(948)

Total noninterest income

702

690

(269)

2,060

1,005

Noninterest expense

Personnel

742

705

670

2,127

1,980

Net occupancy

201

199

Computer processing

105

107

104

319

307

Business services and professional fees

132

119

Equipment

Operating lease expense

Marketing

Other expense

170

158

525

542

Total noninterest expense

1,177

1,154

1,094

3,462

3,316

Income (loss) from continuing operations before income taxes

602

539

(506)

1,656

107

Income taxes (benefit)

112

116

(95)

337

Income (loss) from continuing operations

490

423

(411)

1,319

Income (loss) from discontinued operations, net of taxes

(1)

—

Net income (loss)

$ 489

$ 425

$ (410)

$ 1,319

$ 83

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

$ 454

$ 387

$ (447)

$ 1,211

$ (27)

Net income (loss) attributable to Key common shareholders

453

389

(446)

1,211

(25)

Per common share

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

$ .41

$ .35

$ (.47)

$ 1.10

$ (.03)

Income (loss) from discontinued operations, net of taxes

—

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

.41

.35

(.47)

1.10

(.03)

Per common share — assuming dilution

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

$ .41

$ .35

$ (.47)

$ 1.09

$ (.03)

Income (loss) from discontinued operations, net of taxes

—

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

.41

.35

(.47)

1.09

(.03)

Cash dividends declared per common share

$ .205

$ .615

Weighted-average common shares outstanding (000)

1,100,830

1,100,033

948,979

1,099,520

936,962

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

9,845

7,177

—

8,864

—

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

1,110,675

1,107,210

948,979

1,108,384

936,962

(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)

Third Quarter 2025

Second Quarter 2025

Third 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)

$ 56,571

$ 858

6.02 %

$ 55,604

$ 838

6.04 %

$ 53,121

$ 847

6.34 %

Real estate — commercial mortgage

13,697

208

6.02

13,311

200

6.02

13,864

225

6.46

Real estate — construction

2,744

6.96

2,873

6.95

3,077

7.65

Commercial lease financing

2,385

3.62

2,524

3.59

2,988

3.46

Total commercial loans

75,397

1,136

5.98

74,312

1,110

5.99

73,050

1,157

6.30

Real estate — residential mortgage

19,140

160

3.34

19,446

162

3.34

20,215

167

3.30

Home equity loans

5,934

5.65

6,091

5.63

6,634

100

5.98

Other consumer loans

4,825

5.17

4,946

5.09

5,426

5.08

Credit cards

931

13.50

920

13.44

919

15.22

Total consumer loans

30,830

339

4.38

31,403

342

4.36

33,194

371

4.46

Total loans

106,227

1,475

5.51

105,715

1,452

5.51

106,244

1,528

5.73

Loans held for sale

1,291

5.81

770

5.72

1,098

6.54

Securities available for sale (b), (e)

40,310

408

3.77

40,714

411

3.76

36,700

298

2.87

Held-to-maturity securities (b)

7,168

3.59

7,038

3.46

7,838

3.58

Trading account assets

922

4.61

1,259

5.32

1,142

5.08

Short-term investments

13,463

156

4.60

13,489

157

4.67

17,773

244

5.47

Other investments (e)

966

3.29

1,015

3.41

1,193

4.77

Total earning assets

170,347

2,140

4.92

170,000

2,116

4.90

171,988

2,187

4.93

Allowance for loan and lease losses

(1,443)

(1,424)

(1,533)

Accrued income and other assets

18,234

18,224

17,154

Discontinued assets

227

239

284

Total assets

$ 187,365

$ 187,039

$ 187,893

Liabilities

Money market deposits

$ 41,953

$ 265

2.51 %

$ 42,586

$ 276

2.60 %

$ 40,379

$ 309

3.04 %

Demand deposits

60,597

346

2.26

57,155

309

2.17

56,087

365

2.59

Savings deposits

4,478

.05

4,631

.06

4,967

.22

Time deposits

15,239

136

3.54

15,601

144

3.70

17,870

210

4.68

Total interest-bearing deposits

122,267

748

2.43

119,973

730

2.44

119,303

887

2.96

Federal funds purchased and securities sold

under repurchase agreements

368

4.32

415

4.28

4.48

Bank notes and other short-term borrowings

1,372

3.91

3,288

4.27

3,172

5.44

Long-term debt (f)

11,071

181

6.53

12,088

198

6.55

16,422

292

7.09

Total interest-bearing liabilities

135,078

947

2.78

135,764

966

2.86

138,995

1,223

3.50

Noninterest-bearing deposits

28,107

27,473

28,468

Accrued expense and other liabilities

4,289

4,295

4,387

Discontinued liabilities (f)

227

239

284

Total liabilities

$ 167,701

$ 167,771

$ 172,134

Equity

Total equity

$ 19,664

$ 19,268

$ 15,759

Total liabilities and equity

$ 187,365

$ 187,039

$ 187,893

Interest rate spread (TE)

2.14 %

2.04 %

1.43 %

Net interest income (TE) and net interest margin

(TE)

$ 1,193

2.75 %

$ 1,150

2.66 %

$ 964

2.17 %

TE adjustment (b)

Net interest income, GAAP basis

$ 1,184

$ 1,141

$ 952

(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 September 30, 2025, June 30, 2025, and September 30, 2024.

(c)

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

(d)

Commercial and industrial average balances include $214 million, $218 million, and $215 million of assets from commercial credit cards for the three months ended September 30, 2025, June 30, 2025, and September 30, 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 $43.1 billion, $43.8 billion, and $41.6 billion for the three months ended September 30, 2025, June 30, 2025, and September 30, 2024, respectively. Yield based on the fair value of securities available for sale was 4.05%, 4.03%, and 3.25% for the three months ended September 30, 2025, June 30, 2025, and September 30, 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)

Nine months ended September 30, 2025

Nine months ended September 30, 2024

Average

Yield/

Average

Yield/

Balance

Interest (a)

Rate (a)

Balance

Interest (a)

Rate (a)

Assets

Loans: (b), (c)

Commercial and industrial (d)

$ 55,317

$ 2,496

6.03 %

$ 54,309

$ 2,561

6.30 %

Real estate — commercial mortgage

13,359

600

6.00

14,328

671

6.25

Real estate — construction

2,840

147

6.92

3,046

172

7.56

Commercial lease financing

2,520

3.58

3,175

3.38

Total commercial loans

74,036

3,311

5.98

74,858

3,485

6.22

Real estate — residential mortgage

19,439

487

3.34

20,514

508

3.30

Home equity loans

6,090

256

5.63

6,824

305

5.98

Other consumer loans

4,951

189

5.09

5,607

211

5.02

Credit cards

923

13.66

935

104

14.92

Total consumer loans

31,403

1,026

4.36

33,880

1,128

4.44

Total loans

105,439

4,337

5.50

108,738

4,613

5.67

Loans held for sale

960

6.03

862

6.14

Securities available for sale (b), (e)

40,118

1,211

3.74

36,850

789

2.48

Held-to-maturity securities (b)

7,160

188

3.50

8,127

218

3.58

Trading account assets

1,158

5.08

1,161

5.23

Short-term investments

14,048

487

4.63

13,929

578

5.55

Other investments (e)

972

3.47

1,221

5.12

Total earning assets

169,855

6,335

4.89

170,888

6,330

4.79

Allowance for loan and lease losses

(1,423)

(1,524)

Accrued income and other assets

18,247

17,327

Discontinued assets

240

306

Total assets

$ 186,919

$ 186,997

Liabilities

Money market deposits

$ 42,182

$ 816

2.59 %

$ 39,139

$ 863

2.94 %

Other demand deposits

58,416

965

2.21

55,619

1,062

2.55

Savings deposits

4,572

.06

5,136

.16

Time deposits

15,816

447

3.78

16,113

555

4.60

Total interest-bearing deposits

120,986

2,231

2.47

116,007

2,486

2.86

Federal funds purchased and securities sold under repurchase agreements

295

4.26

109

4.44

Bank notes and other short-term borrowings

2,308

4.35

3,371

140

5.55

Long-term debt (f)

11,643

572

6.57

18,386

952

6.90

Total interest-bearing liabilities

135,232

2,887

2.85

137,873

3,581

3.47

Noninterest-bearing deposits

27,807

28,947

Accrued expense and other liabilities

4,447

4,908

Discontinued liabilities (f)

240

306

Total liabilities

$ 167,726

$ 172,034

Equity

Total equity

19,193

14,963

Total liabilities and equity

$ 186,919

$ 186,997

Interest rate spread (TE)

2.04 %

1.32 %

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

$ 3,448

2.66 %

$ 2,749

2.08 %

TE adjustment (b)

Net interest income, GAAP basis

$ 3,421

$ 2,714

(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 nine months ended September 30, 2025, and September 30, 2024, respectively.

(c)

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

(d)

Commercial and industrial average balances include $215 million and $215 million of assets from commercial credit cards for the nine months ended September 30, 2025, and September 30, 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 $43.2 billion and $42.4 billion for the nine months ended September 30, 2025, and September 30, 2024, respectively. Yield based on the fair value of securities available for sale was 4.02% and 2.85% for the nine months ended September 30, 2025, and September 30, 2024, respectively.

(f)

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

Noninterest Expense

(Dollars in millions)

Three months ended

Nine months ended

9/30/2025

6/30/2025

9/30/2024

9/30/2025

9/30/2024

Personnel (a)

$ 742

$ 705

$ 670

$ 2,127

$ 1,980

Net occupancy

201

199

Computer processing

105

107

104

319

307

Business services and professional fees

132

119

Equipment

Operating lease expense

Marketing

Other expense

170

158

525

542

Total noninterest expense

$ 1,177

$ 1,154

$ 1,094

$ 3,462

$ 3,316

Average full-time equivalent employees (b)

17,414

17,105

16,805

17,169

16,734

(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

Nine months ended

9/30/2025

6/30/2025

9/30/2024

9/30/2025

9/30/2024

Salaries and contract labor

$ 437

$ 427

$ 408

$ 1,269

$ 1,191

Incentive and stock-based compensation

190

168

162

516

464

Employee benefits

112

108

329

323

Severance

Total personnel expense

$ 742

$ 705

$ 670

$ 2,127

$ 1,980

Loan Composition

(Dollars in millions)

Change 9/30/2025 vs.

9/30/2025

6/30/2025

9/30/2024

6/30/2025

9/30/2024

Commercial and industrial (a)(b)

$ 56,791

$ 56,058

$ 52,774

1.3 %

7.6 %

Commercial real estate:

Commercial mortgage

13,378

13,862

13,637

(3.5)

(1.9)

Construction

2,817

2,830

3,093

(.5)

(8.9)

Total commercial real estate loans

16,195

16,692

16,730

(3.0)

(3.2)

Commercial lease financing (b)

2,333

2,472

2,913

(5.6)

(19.9)

Total commercial loans

75,319

75,222

72,417

4.0

Real estate — residential mortgage

19,008

19,330

20,122

(1.7)

(5.5)

Home equity loans

5,863

6,023

6,555

(2.7)

(10.6)

Other consumer loans

4,779

4,881

5,338

(2.1)

(10.5)

Credit cards

933

914

—

2.1

Total consumer loans

30,583

31,167

32,929

(1.9)

(7.1)

Total loans (c), (d)

$ 105,902

$ 106,389

$ 105,346

(.5) %

.5 %

(a)

Loan balances include $212 million, $220 million, and $219 million of commercial credit card balances at September 30, 2025, June 30, 2025, and September 30, 2024, respectively.

(b)

Commercial and industrial includes receivables held as collateral for a secured borrowing of $261 million at September 30, 2024. Commercial lease financing includes receivables held as collateral for a secured borrowing of $1 million, $2 million, and $3 million at September 30, 2025, June 30, 2025, and September 30, 2024, respectively. Principal reductions are based on the cash payments received from these related receivables.

(c)

Total loans exclude loans of $216 million at September 30, 2025, $230 million at June 30, 2025, and $272 million at September 30, 2024, related to the discontinued operations of the education lending business.

(d)

Accrued interest of $472 million, $465 million, and $480 million at September 30, 2025, June 30, 2025, and September 30, 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 9/30/2025 vs.

9/30/2025

6/30/2025

9/30/2024

6/30/2025

9/30/2024

Commercial and industrial

$ 130

$ 158

$ 250

(17.7) %

(48.0) %

Real estate — commercial mortgage

806

290

747

177.9

7.9

Real estate — residential mortgage

(24.4)

1.6

Total loans held for sale

$ 998

$ 530

$ 1,058

88.3 %

(5.7) %

Summary of Changes in Loans Held for Sale

(Dollars in millions)

3Q25

2Q25

1Q25

4Q24

3Q24

Balance at beginning of period

$ 530

$ 811

$ 797

$ 1,058

$ 517

New originations

3,471

1,806

1,840

2,915

2,473

Transfers from (to) held to maturity, net

—

(71)

—

(16)

Loan sales

(2,956)

(2,012)

(1,695)

(3,039)

(1,889)

Loan draws (payments), net

(42)

(1)

(138)

(136)

(28)

Valuation and other adjustments

(5)

(3)

(1)

Balance at end of period

$ 998

$ 530

$ 811

$ 797

$ 1,058

Summary of Loan and Lease Loss Experience From Continuing Operations

(Dollars in millions)

Three months ended

Nine months ended

9/30/2025

6/30/2025

9/30/2024

9/30/2025

9/30/2024

Average loans outstanding

$ 106,227

$ 105,715

$ 106,244

$ 105,439

$ 108,738

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

$ 1,446

$ 1,429

$ 1,547

$ 1,409

$ 1,508

Loans charged off:

Commercial and industrial

131

243

279

Real estate — commercial mortgage

Real estate — construction

—

Total commercial real estate loans

Commercial lease financing

—

Total commercial loans

114

102

138

314

307

Real estate — residential mortgage

—

Home equity loans

—

Other consumer loans

Credit cards

Total consumer loans

Total loans charged off

140

127

167

393

395

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

(114)

(102)

(154)

(326)

Provision (credit) for loan and lease losses

112

119

101

361

312

Allowance for loan and lease losses at end of period

$ 1,444

$ 1,446

$ 1,494

$ 1,444

$ 1,494

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

$ 297

$ 278

$ 286

$ 290

$ 296

Provision (credit) for losses on lending-related commitments

(5)

(6)

(16)

Other

—

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

$ 292

$ 297

$ 280

$ 292

$ 280

Total allowance for credit losses at end of period

$ 1,736

$ 1,743

$ 1,774

$ 1,736

$ 1,774

Net loan charge-offs to average total loans

.42 %

.39 %

.58 %

.41 %

.40 %

Allowance for loan and lease losses to period-end loans

1.36

1.42

1.36

1.42

Allowance for credit losses to period-end loans

1.64

1.68

1.64

1.68

Allowance for loan and lease losses to nonperforming loans

219

208

205

219

205

Allowance for credit losses to nonperforming loans

264

250

244

264

244

Discontinued operations — education lending business:

Loans charged off

$ 1

$ 2

$ 3

Recoveries

—

Net loan charge-offs

$ —

$ (1)

$ (2)

(a)

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

Asset Quality Statistics From Continuing Operations

(Dollars in millions)

3Q25

2Q25

1Q25

4Q24

3Q24

Net loan charge-offs

$ 114

$ 102

$ 110

$ 114

$ 154

Net loan charge-offs to average total loans

.42 %

.39 %

.43 %

.58 %

Allowance for loan and lease losses

$ 1,444

$ 1,446

$ 1,429

$ 1,409

$ 1,494

Allowance for credit losses (a)

1,736

1,743

1,707

1,699

1,774

Allowance for loan and lease losses to period-end loans

1.36 %

1.35 %

1.42 %

Allowance for credit losses to period-end loans

1.64

1.63

1.68

Allowance for loan and lease losses to nonperforming loans

219

208

186

205

Allowance for credit losses to nonperforming loans

264

250

249

224

244

Nonperforming loans at period end

$ 658

$ 696

$ 686

$ 758

$ 728

Nonperforming assets at period end

668

707

700

772

741

Nonperforming loans to period-end portfolio loans

.62 %

.65 %

.73 %

.69 %

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

nonperforming assets

.63

.66

.67

.74

.70

(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)

9/30/2025

6/30/2025

3/31/2025

12/31/2024

9/30/2024

Commercial and industrial

$ 253

$ 280

$ 288

$ 322

$ 365

Real estate — commercial mortgage

214

226

206

243

176

Real estate — construction

—

Total commercial real estate loans

214

226

206

243

176

Commercial lease financing

—

Total commercial loans

467

506

494

565

541

Real estate — residential mortgage

Home equity loans

Other Consumer loans

Credit cards

Total consumer loans

191

190

192

193

187

Total nonperforming loans (a)

658

696

686

758

728

OREO

Total nonperforming assets

$ 668

$ 707

$ 700

$ 772

$ 741

Accruing loans past due 90 days or more

$ 110

$ 74

$ 86

$ 90

$ 166

Accruing loans past due 30 through 89 days

254

266

281

206

184

Nonperforming assets from discontinued operations — education lending business

Nonperforming loans to period-end portfolio loans

.62 %

.65 %

.73 %

.69 %

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

nonperforming assets

.63

.66

.67

.74

.70

Summary of Changes in Nonperforming Loans From Continuing Operations

(Dollars in millions)

3Q25

2Q25

1Q25

4Q24

3Q24

Balance at beginning of period

$ 696

$ 686

$ 758

$ 728

$ 710

Loans placed on nonaccrual status

210

233

170

309

271

Charge-offs

(140)

(127)

(126)

(131)

(167)

Loans sold

(13)

—

(13)

(32)

Payments

(68)

(74)

(57)

(111)

(37)

Transfers to OREO

(1)

(2)

(1)

Loans returned to accrual status

(26)

(21)

(57)

(22)

(16)

Balance at end of period

$ 658

$ 696

$ 686

$ 758

$ 728

Line of Business Results

(Dollars in millions)

Change 3Q25 vs.

3Q25

2Q25

1Q25

4Q24

3Q24

2Q25

3Q24

Consumer Bank

Summary of operations

Total revenue (TE)

$ 935

$ 912

$ 871

$ 865

$ 800

2.5 %

16.9 %

Provision for credit losses

(27.3)

(23.1)

Noninterest expense

695

696

675

713

649

(.1)

7.1

Net income (loss) attributable to Key

152

122

116

24.6

102.7

Average loans and leases

35,363

36,137

36,819

37,567

38,332

(2.1)

(7.7)

Average deposits

87,692

88,002

88,306

87,476

86,431

(.4)

1.5

Net loan charge-offs

22.5

(9.3)

Net loan charge-offs to average total loans

.55 %

.44 %

.57 %

.67 %

.56 %

25.0

(1.8)

Nonperforming assets at period end

$ 197

$ 196

$ 201

$ 195

1.0

Return on average allocated equity

20.19 %

16.20 %

15.15 %

10.24 %

9.01 %

24.6

124.1

Commercial Bank

Summary of operations

Total revenue (TE)

$ 1,014

$ 974

$ 942

$ 1001

$ 866

4.1 %

17.1 %

Provision for credit losses

(3)

(19.0)

65.9

Noninterest expense

482

449

462

515

444

7.3

8.6

Net income (loss) attributable to Key

367

349

321

381

299

5.2

22.7

Average loans and leases

70,326

69,087

67,056

66,691

67,452

1.8

4.3

Average loans held for sale

1,224

707

754

1,247

998

73.1

22.6

Average deposits

58,483

55,886

57,436

59,687

58,696

4.6

(.4)

Net loan charge-offs

3.2

(35.4)

Net loan charge-offs to average total loans

.36 %

.34 %

.31 %

.58 %

—

(37.9)

Nonperforming assets at period end

$ 471

$ 511

$ 499

$ 571

$ 546

(7.8)

(13.7)

Return on average allocated equity

14.87 %

14.45 %

13.77 %

15.62 %

11.98 %

2.9

24.1

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 September 30, 2025

FDIC special assessment (other expense) (d)

$ 5

$ 4

$ —

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

Nine months ended September 30, 2025

FDIC special assessment (other expense) (d)

$ 5

$ 4

$ —

Nine months ended September 30, 2024

Loss on sale of securities

(918)

(737)

(0.77)

FDIC special assessment (other expense) (d)

(28)

(21)

(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 for the three-months ended March 31, 2024, June 30, 2024, September 30, 2024, December 31, 2024, and September 30, 2025, 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