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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 16, 2025
 
KeyCorp
keylogoa11.jpg
(Exact name of registrant as specified in its charter)
 
Ohio
001-11302
34-6542451
State or other jurisdiction of incorporation or organization:Commission File NumberI.R.S. Employer Identification Number:
127 Public Square,
Cleveland,
Ohio
44114-1306
Address of principal executive offices:Zip Code:

(216) 689-3000
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, $1 par value
KEY
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)
KEY PrI
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)
KEY PrJ
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)
KEY PrK
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H)KEY PrL
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02     Results of Operations and Financial Condition.

    On October 16, 2025, KeyCorp issued a press release announcing its financial results for the three- and nine-month periods ended September 30, 2025 (the “Press Release”), and posted on its website its third quarter 2025 Supplemental Information Package (the “Supplemental Information Package”). The Press Release and Supplemental Information Package are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively.

The information in the preceding paragraph, as well as Exhibit 99.1 and Exhibit 99.2 referenced therein, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).

    KeyCorp’s Consolidated Balance Sheets and Consolidated Statements of Income (collectively, the “Financial Statements”), included as part of the Press Release, are filed as Exhibit 99.3 to this report. Exhibit 99.3 is deemed “filed” for purposes of Section 18 of the Exchange Act and, therefore, may be incorporated by reference in filings under the Securities Act.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits

The following exhibits are furnished, or filed in the case of Exhibit 99.3, herewith:

99.1    Press Release, dated October 16, 2025, announcing financial results for the three- and nine-month period ended September 30, 2025

99.2    Supplemental Information Package reviewed during the conference call and webcast.

99.3    Financial Statements.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KEYCORP
(Registrant)
Date: October 16, 2025/s/ Stacy L. Gilbert
By: Stacy L. Gilbert
Chief Accounting Officer




keylogoicononlyrgba01a.jpg

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, October 16, 2025 - 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.


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 2
Selected Financial Highlights
Dollars in millions, except per share dataChange 3Q25 vs.
3Q252Q253Q242Q253Q24
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 end15.86 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 bpsN/M
Return on average total assets from continuing operations1.04 .91 (.87)13N/M
Common Equity Tier 1 ratio (b)
11.8 11.7 10.8 10100 bps
Net interest margin (TE) from continuing operations2.75 2.66 2.17 958
(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 millionsChange 3Q25 vs.
 3Q252Q253Q242Q253Q24
Net interest income (TE)$1,193 $1,150 $964 3.7 %23.8 %
Noninterest income702 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.


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 3
Noninterest Income
Dollars in millionsChange 3Q25 vs.
3Q252Q253Q242Q253Q24
Trust and investment services income$150 $146 $140 2.7 %7.1 %
Investment banking and debt placement fees184 178 171 3.4 7.6 
Cards and payments income86 85 84 1.2 2.4 
Service charges on deposit accounts75 73 67 2.7 11.9 
Corporate services income72 76 69 (5.3)4.3 
Commercial mortgage servicing fees73 70 73 4.3 — 
Corporate-owned life insurance income35 32 36 9.4 (2.8)
Consumer mortgage income14 15 12 (6.7)16.7 
Operating lease income and other leasing gains11 14 16 (21.4)(31.3)
Other income8 1 (2)N/MN/M
Net securities gains (losses)(6)— (935)N/M99.4
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 millionsChange 3Q25 vs.
3Q252Q253Q242Q253Q24
Personnel expense$742 $705 $670 5.2 %10.7 %
Net occupancy65 69 66 (5.8)(1.5)
Computer processing105 107 104 (1.9)1.0 
Business services and professional fees44 48 41 (8.3)7.3 
Equipment20 21 20 (4.8)— 
Operating lease expense9 10 14 (10.0)(35.7)
Marketing22 24 21 (8.3)4.8 
Other expense170 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


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 4
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 millionsChange 3Q25 vs.
3Q252Q253Q242Q253Q24
Commercial and industrial (a)
$56,571 $55,604 $53,121 1.7 %6.5 %
Other commercial loans18,826 18,708 19,929 0.6 (5.5)
Total consumer loans30,830 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 millionsChange 3Q25 vs.
3Q252Q253Q242Q253Q24
Non-time deposits$135,135 $131,845 $129,901 2.5 %4.0 %
Time deposits15,239 15,601 17,870 (2.3)(14.7)
Total deposits$150,374 $147,446 $147,771 2.0 %1.8 %
Cost of total deposits1.97 %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%.




KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 5
ASSET QUALITY
Dollars in millionsChange 3Q25 vs.
3Q252Q253Q242Q253Q24
Net loan charge-offs$114 $102 $154 11.8 %(26.0)%
Net loan charge-offs to average total loans.42 %.39 %.58 %N/AN/A
Nonperforming loans at period end$658 $696 $728 (5.5)(9.6)
Nonperforming assets at period end668 707 741 (5.5)(9.9)
Allowance for loan and lease losses1,444 1,446 1,494 (0.1)(3.3)
Allowance for credit losses1,736 1,743 1,774 (0.4)(2.1)
Provision for credit losses107 138 95 (22.5)12.6 
Allowance for loan and lease losses to nonperforming loans219 %208 %205 %N/AN/A
Allowance for credit losses to nonperforming loans264 250 244 N/AN/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
9/30/20256/30/20259/30/2024
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)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.


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.



KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 6
Summary of Changes in Common Shares Outstanding
In thousandsChange 3Q25 vs.
3Q252Q253Q242Q253Q24
Shares outstanding at beginning of period1,112,453 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 period1,112,952 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 millionsChange 3Q25 vs.
3Q252Q253Q242Q253Q24
Revenue from continuing operations (TE)
Consumer Bank$935 $912 $800 2.5 %16.9 %
Commercial Bank1,014 974 866 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 Bank367 349 299 5.2 22.7 
Other (a)
(29)(48)(785)39.696.3
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



KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 7
Consumer Bank
Dollars in millionsChange 3Q25 vs.
3Q252Q253Q242Q253Q24
Summary of operations
Net interest income (TE)$691 $676 $569 2.2 %21.4 %
Noninterest income244 236 231 3.4 5.6 
Total revenue (TE)935 912 800 2.5 16.9 
Provision for credit losses40 55 52 (27.3)(23.1)
Noninterest expense695 696 649 (.1)7.1 
Income (loss) before income taxes (TE)200 161 99 24.2 102.0 
Allocated income taxes (benefit) and TE adjustments48 39 24 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 assets38,374 39,156 41,188 (2.0)(6.8)
Deposits87,692 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 millionsChange 3Q25 vs.
3Q252Q253Q242Q253Q24
Noninterest income
Trust and investment services income$124 $119 $114 4.2 %8.8 %
Service charges on deposit accounts36 35 34 2.9 5.9 
Cards and payments income61 61 61 — — 
Consumer mortgage income14 14 13 — 7.7 
Other noninterest income9 7 9 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 deposits22,604 22,784 22,310 (.8)1.3 
Savings deposits4,291 4,406 4,553 (2.6)(5.8)
Time deposits11,113 11,910 13,927 (6.7)(20.2)
Noninterest-bearing deposits14,406 14,378 14,836 .2 (2.9)
Total deposits$87,692 $88,002 $86,431 (.4)%1.5 %
Other data
Branches942 943 944 
Automated teller machines1,152 1,166 1,194 
Consumer Bank Summary of Operations (3Q25 vs. 3Q24)
•Key's Consumer Bank recorded net income attributable to Key of $152 million for the third quarter of 2025, compared to $75 million for the year-ago quarter
•Taxable-equivalent net interest income increased by $122 million, or 21.4%, compared to the third quarter of 2024
•Average loans and leases decreased $3.0 billion, or 7.7%, from the third quarter of 2024, driven by broad-based declines across consumer loan categories
•Average deposits increased $1.3 billion, or 1.5%, from the third quarter of 2024, primarily driven by growth in money market deposits
•Provision for credit losses decreased $12 million compared to the third quarter of 2024, primarily driven by changes in reserve levels due to lower loan balances as well as lower net loan charge-offs
•Noninterest income increased $13 million from the year-ago quarter, primarily driven by an increase in trust and investment services income
•Noninterest expense increased $46 million from the year-ago quarter, primarily driven by higher support and overhead expense


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 8

Commercial Bank
Dollars in millionsChange 3Q25 vs.
3Q252Q253Q242Q253Q24
Summary of operations
Net interest income (TE)$587 $556 $460 5.6 %27.6 %
Noninterest income427 418 406 2.2 5.2 
Total revenue (TE)1,014 974 866 4.1 17.1 
Provision for credit losses68 84 41 (19.0)65.9 
Noninterest expense482 449 444 7.3 8.6 
Income (loss) before income taxes (TE)464 441 381 5.2 21.8 
Allocated income taxes and TE adjustments97 92 82 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 sale1,224 707 998 73.1 22.6 
Total assets79,733 78,486 76,395 1.6 4.4 
Deposits58,483 55,886 58,696 4.6 (0.4)
TE = Taxable Equivalent


Additional Commercial Bank Data
Dollars in millionsChange 3Q25 vs.
3Q252Q253Q242Q253Q24
Noninterest income
Trust and investment services income$26 $25 $26 4.0 %— %
Investment banking and debt placement fees183 179 171 2.2 7.0 
Cards and payments income21 21 22 — (4.5)
Service charges on deposit accounts37 38 32 (2.6)15.6 
Corporate services income69 68 62 1.5 11.3 
Commercial mortgage servicing fees73 70 73 4.3 — 
Operating lease income and other leasing gains10 15 16 (33.3)(37.5)
Other noninterest income8 2 4 300.0 100.0 
Total noninterest income$427 $418 $406 2.2 %5.2 %


Commercial Bank Summary of Operations (3Q25 vs. 3Q24)
•Key's Commercial Bank recorded net income attributable to Key of $367 million for the third quarter of 2025, compared to $299 million for the year-ago quarter
•Taxable-equivalent net interest income increased by $127 million, or 27.6%, compared to the third quarter of 2024
•Average loan and lease balances increased $2.9 billion, or 4.3%, compared to the third quarter of 2024, driven by an increase in commercial and industrial loans
•Average deposit balances decreased $213 million compared to the third quarter of 2024, driven by a reduction in higher-cost client balances
•Provision for credit losses increased $27 million compared to the third quarter of 2024, driven by stable reserve levels relative to the third quarter of 2024, partly offset by lower net loan charge-offs
•Noninterest income increased $21 million compared to the third quarter of 2024, primarily driven by an increase in investment banking and debt placement fees and corporate services income
•Noninterest expense increased $38 million compared to the third quarter of 2024, primarily driven by higher support and overhead expense, as well as higher personnel expense related to incentive compensation associated with noninterest income growth, and continued investments in people


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 9

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

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.


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 10
CONTACTS:
ANALYSTSMEDIA
Brian MauneySusan Donlan
216.689.0521216.471.3133
[email protected][email protected]
Hannah LewallenBeth Strauss
216.471.4856216.471.2787
[email protected][email protected]
Johnny Li
216.689.4221
[email protected]
INVESTOR RELATIONS:KEY MEDIA NEWSROOM:
www.key.com/irwww.key.com/newsroom
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 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 Reports Third Quarter 2025 Results     
October 16, 2025
Page 11



KeyCorp
Third Quarter 2025
Financial Supplement


    
Page



KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 12
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.




KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 13
Financial Highlights
(Dollars in millions, except per share amounts)
Three months ended
9/30/20256/30/20259/30/2024
Summary of operations
Net interest income (TE)$1,193 $1,150 $964 
Noninterest income702 690 (269)
Total revenue (TE)
1,895 1,840 695 
Provision for credit losses107 138 95 
Noninterest expense1,177 1,154 1,094 
Income (loss) from continuing operations attributable to Key490 423 (411)
Income (loss) from discontinued operations, net of taxes(1)2 1 
Net income (loss) attributable to Key489 425 (410)
Income (loss) from continuing operations attributable to Key common shareholders454 387 (447)
Income (loss) from discontinued operations, net of taxes(1)2 1 
Net income (loss) attributable to Key common shareholders453 389 (446)
Per common share
Income (loss) from continuing operations attributable to Key common shareholders$.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 .205 .205 
Book value at period end15.86 15.32 14.53 
Tangible book value at period end13.38 12.83 11.72 
Market price at period end18.69 17.42 16.75 
Performance ratios
From continuing operations:
Return on average total assets1.04 %.91 %(.87)%
Return on average common equity10.49 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 assets1.04 %.91 %(.87)%
Return on average common equity10.47 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 assets10.7 %10.5 %8.9 %
Key common shareholders’ equity to assets9.4 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 %1.36 %1.42 %
Allowance for credit losses to period-end loans
1.64 1.64 1.68 
Allowance for loan and lease losses to nonperforming loans219 208 205 
Allowance for credit losses to nonperforming loans264 250 244 
Nonperforming loans at period-end$658 $696 $728 
Nonperforming assets at period-end668 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 $9 $12 


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 14
Financial Highlights (continued)
(Dollars in millions, except per share amounts)
Nine months ended
9/30/20259/30/2024
Summary of operations
Net interest income (TE)$3,448 $2,749 
Noninterest income2,060 1,005 
Total revenue (TE)5,508 3,754 
Provision for credit losses363 296 
Noninterest expense3,462 3,316 
Income (loss) from continuing operations attributable to Key1,319 81 
Income (loss) from discontinued operations, net of taxes0 2 
Net income (loss) attributable to Key1,319 83 
Income (loss) from continuing operations attributable to Key common shareholders1,211 (27)
Income (loss) from discontinued operations, net of taxes0 2 
Net income (loss) attributable to Key common shareholders1,211 (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 dilution1.09 (.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 .62 
Performance ratios
From continuing operations:
Return on average total assets.94 %.06 %
Return on average common equity9.70 (.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 equity9.70 (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 $326 
Net loan charge-offs to average total loans.41 %.40 %
Other data
Average full-time equivalent employees17,169 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.


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 15
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.


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 16
Three months endedNine months ended
9/30/20256/30/20259/30/20249/30/20259/30/2024
Tangible common equity to tangible assets at period-end
Key shareholders’ equity (GAAP)$20,102 $19,484 $16,852 
Less: Intangible assets2,765 2,770 2,786 
Preferred Stock (a)
2,446 2,446 2,446 
Tangible common equity (non-GAAP)$14,891 $14,268 $11,620 
Total assets (GAAP)$187,409 $185,499 $189,763 
Less: Intangible assets2,765 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 2,500 2,500 2,500 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 adjustment9 9 12 27 35 
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 



KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 17
GAAP to Non-GAAP Reconciliations (continued)
(Dollars in millions)
Three months endedNine months ended
9/30/20256/30/20259/30/20249/30/20259/30/2024
Cash efficiency ratio and Adjusted cash efficiency ratio
Noninterest expense (GAAP)$1,177 $1,154 $1,094 $3,462 $3,316 
Less: Intangible asset amortization5 5 7 15 22 
Noninterest expense less intangible asset amortization (non-GAAP)$1,172 $1,149 $1,087 $3,447 $3,294 
Plus: Selected items (d)
5 — 6 5 (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 adjustment9 9 12 27 35 
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)
5 — 6 5 (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




KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 18
Consolidated Balance Sheets
(Dollars in millions)
9/30/20256/30/20259/30/2024
Assets
Loans$105,902 $106,389 $105,346 
Loans held for sale998 530 1,058 
Securities available for sale40,456 40,669 34,169 
Held-to-maturity securities7,509 6,914 7,702 
Trading account assets972 1,374 1,404 
Short-term investments13,334 11,564 22,796 
Other investments921 1,058 1,117 
Total earning assets170,092 168,498 173,592 
Allowance for loan and lease losses(1,444)(1,446)(1,494)
Cash and due from banks1,938 1,766 1,276 
Premises and equipment606 599 624 
Goodwill2,752 2,752 2,752 
Other intangible assets13 18 34 
Corporate-owned life insurance4,428 4,423 4,379 
Accrued income and other assets8,803 8,654 8,323 
Discontinued assets221 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 deposits28,340 27,675 30,358 
Total deposits150,765 146,905 150,353 
Federal funds purchased and securities sold under repurchase agreements 10 20 44 
Bank notes and other short-term borrowings1,339 2,754 2,359 
Accrued expense and other liabilities4,276 4,273 4,478 
Long-term debt10,917 12,063 15,677 
Total liabilities167,307 166,015 172,911 
Equity
Preferred stock2,500 2,500 2,500 
Common shares1,257 1,257 1,257 
Capital surplus6,002 5,971 6,149 
Retained earnings15,111 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’ equity20,102 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 
    





KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 19
Consolidated Statements of Income
(Dollars in millions, except per share amounts)
Three months ended
Nine months ended
9/30/20256/30/20259/30/20249/30/20259/30/2024
Interest income
Loans$1,466 $1,443 $1,516 $4,310 $4,578 
Loans held for sale18 11 18 43 40 
Securities available for sale408 411 298 1,211 789 
Held-to-maturity securities64 61 70 188 218 
Trading account assets11 16 15 44 45 
Short-term investments156 157 244 487 578 
Other investments8 8 14 25 47 
Total interest income2,131 2,107 2,175 6,308 6,295 
Interest expense
Deposits748 730 887 2,231 2,486 
Federal funds purchased and securities sold under repurchase agreements4 4 1 9 3 
Bank notes and other short-term borrowings14 34 43 75 140 
Long-term debt181 198 292 572 952 
Total interest expense947 966 1,223 2,887 3,581 
Net interest income1,184 1,141 952 3,421 2,714 
Provision for credit losses107 138 95 363 296 
Net interest income after provision for credit losses1,077 1,003 857 3,058 2,418 
Noninterest income
Trust and investment services income150 146 140 435 415 
Investment banking and debt placement fees184 178 171 537 467 
Cards and payments income86 85 84 253 246 
Service charges on deposit accounts75 73 67 217 196 
Corporate services income72 76 69 213 206 
Commercial mortgage servicing fees73 70 73 219 190 
Corporate-owned life insurance income35 32 36 100 102 
Consumer mortgage income14 15 12 42 42 
Operating lease income and other leasing gains11 14 16 34 61 
Other income8 1 (2)16 28 
Net securities gains (losses)(6)— (935)(6)(948)
Total noninterest income702 690 (269)2,060 1,005 
Noninterest expense
Personnel742 705 670 2,127 1,980 
Net occupancy65 69 66 201 199 
Computer processing105 107 104 319 307 
Business services and professional fees44 48 41 132 119 
Equipment20 21 20 61 60 
Operating lease expense9 10 14 30 48 
Marketing22 24 21 67 61 
Other expense170 170 158 525 542 
Total noninterest expense1,177 1,154 1,094 3,462 3,316 
Income (loss) from continuing operations before income taxes602 539 (506)1,656 107 
Income taxes (benefit)112 116 (95)337 26 
Income (loss) from continuing operations490 423 (411)1,319 81 
Income (loss) from discontinued operations, net of taxes(1)2 1 — 2 
Net income (loss)$489 $425 $(410)$1,319 $83 
Income (loss) from continuing operations attributable to Key common shareholders$454 $387 $(447)$1,211 $(27)
Net income (loss) attributable to Key common shareholders453 389 (446)1,211 (25)
Per common share
Income (loss) from continuing operations attributable to Key common shareholders$.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 $.205 $.205 $.615 $.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.



KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 20
Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
(Dollars in millions)
Third Quarter 2025Second Quarter 2025Third Quarter 2024
AverageYield/AverageYield/AverageYield/
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 mortgage13,697 208 6.02 13,311 200 6.02 13,864 225 6.46 
Real estate — construction2,744 48 6.96 2,873 50 6.95 3,077 59 7.65 
Commercial lease financing2,385 22 3.62 2,524 22 3.59 2,988 26 3.46 
Total commercial loans75,397 1,136 5.98 74,312 1,110 5.99 73,050 1,157 6.30 
Real estate — residential mortgage19,140 160 3.34 19,446 162 3.34 20,215 167 3.30 
Home equity loans5,934 84 5.65 6,091 86 5.63 6,634 100 5.98 
Other consumer loans4,825 63 5.17 4,946 63 5.09 5,426 69 5.08 
Credit cards931 32 13.50 920 31 13.44 919 35 15.22 
Total consumer loans30,830 339 4.38 31,403 342 4.36 33,194 371 4.46 
Total loans106,227 1,475 5.51 105,715 1,452 5.51 106,244 1,528 5.73 
Loans held for sale1,291 18 5.81 770 11 5.72 1,098 18 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 64 3.59 7,038 61 3.46 7,838 70 3.58 
Trading account assets922 11 4.61 1,259 16 5.32 1,142 15 5.08 
Short-term investments13,463 156 4.60 13,489 157 4.67 17,773 244 5.47 
Other investments (e)
966 8 3.29 1,015 8 3.41 1,193 14 4.77 
Total earning assets170,347 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 assets18,234 18,224 17,154 
Discontinued assets227 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 deposits60,597 346 2.26 57,155 309 2.17 56,087 365 2.59 
Savings deposits4,478 1 .05 4,631 1 .06 4,967 3 .22 
Time deposits15,239 136 3.54 15,601 144 3.70 17,870 210 4.68 
Total interest-bearing deposits122,267 748 2.43 119,973 730 2.44 119,303 887 2.96 
Federal funds purchased and securities sold under repurchase agreements368 4 4.32 415 4 4.28 98 1 4.48 
Bank notes and other short-term borrowings1,372 14 3.91 3,288 34 4.27 3,172 43 5.44 
Long-term debt (f)
11,071 181 6.53 12,088 198 6.55 16,422 292 7.09 
Total interest-bearing liabilities135,078 947 2.78 135,764 966 2.86 138,995 1,223 3.50 
Noninterest-bearing deposits28,107 27,473 28,468 
Accrued expense and other liabilities4,289 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)
9912
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.


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 21
Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
(Dollars in millions)
Nine months ended September 30, 2025Nine months ended September 30, 2024
AverageYield/AverageYield/
BalanceInterest (a)Rate (a)BalanceInterest (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 mortgage13,359 6006.00 14,328 6716.25 
Real estate — construction2,840 147 6.92 3,046 172 7.56 
Commercial lease financing2,520 68 3.58 3,175 81 3.38 
Total commercial loans74,036 3,311 5.98 74,858 3,485 6.22 
Real estate — residential mortgage19,439 487 3.34 20,514 508 3.30 
Home equity loans6,090 256 5.63 6,824 305 5.98 
Other consumer loans4,951 189 5.09 5,607 211 5.02 
Credit cards923 94 13.66 935 104 14.92 
Total consumer loans31,403 1,026 4.36 33,880 1,128 4.44 
Total loans105,439 4,337 5.50 108,738 4,613 5.67 
Loans held for sale960 43 6.03 862 40 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 assets1,158 44 5.08 1,161 45 5.23 
Short-term investments14,048 487 4.63 13,929 578 5.55 
Other investments (e)
972 25 3.47 1,221 47 5.12 
Total earning assets169,855 6,335 4.89 170,888 6,330 4.79 
Allowance for loan and lease losses(1,423)(1,524)
Accrued income and other assets18,247 17,327 
Discontinued assets240 306 
Total assets$186,919 $186,997 
Liabilities
Money market deposits$42,182 $816 2.59 %$39,139 $863 2.94 %
Other demand deposits58,416 965 2.21 55,619 1,062 2.55 
Savings deposits4,572 3 .06 5,136 6 .16 
Time deposits15,816 447 3.78 16,113 555 4.60 
Total interest-bearing deposits120,986 2,231 2.47 116,007 2,486 2.86 
Federal funds purchased and securities sold under repurchase agreements295 9 4.26 109 3 4.44 
Bank notes and other short-term borrowings2,308 75 4.35 3,371 140 5.55 
Long-term debt (f)
11,643 572 6.57 18,386 952 6.90 
Total interest-bearing liabilities135,232 2,887 2.85 137,873 3,581 3.47 
Noninterest-bearing deposits27,807 28,947 
Accrued expense and other liabilities4,447 4,908 
Discontinued liabilities (f)
240 306 
Total liabilities$167,726 $172,034 
Equity
Total equity19,193 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)
2735 
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)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


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 22
Noninterest Expense
(Dollars in millions)
Three months endedNine months ended
9/30/20256/30/20259/30/20249/30/20259/30/2024
Personnel (a)
$742 $705 $670 $2,127 $1,980 
Net occupancy65 69 66 201 199 
Computer processing105 107 104 319 307 
Business services and professional fees44 48 41 132 119 
Equipment20 21 20 61 60 
Operating lease expense9 10 14 30 48 
Marketing22 24 21 67 61 
Other expense170 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 endedNine months ended
9/30/20256/30/20259/30/20249/30/20259/30/2024
Salaries and contract labor$437 $427 $408 $1,269 $1,191 
Incentive and stock-based compensation190 168 162 516 464 
Employee benefits112 108 99 329 323 
Severance3 2 1 13 2 
Total personnel expense$742 $705 $670 $2,127 $1,980 

Loan Composition
(Dollars in millions)
Change 9/30/2025 vs.
9/30/20256/30/20259/30/20246/30/20259/30/2024
Commercial and industrial (a)(b)
$56,791 $56,058 $52,774 1.3 %7.6 %
Commercial real estate:
Commercial mortgage13,378 13,862 13,637 (3.5)(1.9)
Construction2,817 2,830 3,093 (.5)(8.9)
Total commercial real estate loans16,195 16,692 16,730 (3.0)(3.2)
Commercial lease financing (b)
2,333 2,472 2,913 (5.6)(19.9)
Total commercial loans75,319 75,222 72,417 .1 4.0 
Real estate — residential mortgage19,008 19,330 20,122 (1.7)(5.5)
Home equity loans5,863 6,023 6,555 (2.7)(10.6)
Other consumer loans4,779 4,881 5,338 (2.1)(10.5)
Credit cards933 933 914 — 2.1 
Total consumer loans30,583 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.
9/30/20256/30/20259/30/20246/30/20259/30/2024
Commercial and industrial$130 $158 $250 (17.7)%(48.0)%
Real estate — commercial mortgage806 290 747 177.9 7.9 
Real estate — residential mortgage62 82 61 (24.4)1.6 
Total loans held for sale$998 $530 $1,058 88.3 %(5.7)%


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 23
Summary of Changes in Loans Held for Sale
(Dollars in millions)
3Q252Q251Q254Q243Q24
Balance at beginning of period$530 $811 $797 $1,058 $517 
New originations3,471 1,806 1,840 2,915 2,473 
Transfers from (to) held to maturity, net— (71)6 — (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 (1)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 endedNine months ended
9/30/20256/30/20259/30/20249/30/20259/30/2024
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 industrial87 94 131 243 279 
Real estate — commercial mortgage27 6 7 69 22 
Real estate — construction— — — — — 
Total commercial real estate loans27 6 7 69 22 
Commercial lease financing— 2 — 2 6 
Total commercial loans114 102 138 314 307 
Real estate — residential mortgage— — — 1 2 
Home equity loans— — 1 1 2 
Other consumer loans15 13 17 42 49 
Credit cards11 12 11 35 35 
Total consumer loans26 25 29 79 88 
Total loans charged off140 127 167 393 395 
Recoveries:
Commercial and industrial21 19 7 50 46 
Real estate — commercial mortgage— 1 1 1 2 
Real estate — construction— — — — — 
Total commercial real estate loans— 1 1 1 2 
Commercial lease financing— — — — 5 
Total commercial loans21 20 8 51 53 
Real estate — residential mortgage1 1 1 3 4 
Home equity loans— 1 1 2 2 
Other consumer loans2 2 2 6 6 
Credit cards2 1 1 5 4 
Total consumer loans5 5 5 16 16 
Total recoveries26 25 13 67 69 
Net loan charge-offs(114)(102)(154)(326)(326)
Provision (credit) for loan and lease losses112 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)19 (6)2 (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 loans1.36 1.36 1.42 1.36 1.42 
Allowance for credit losses to period-end loans1.64 1.64 1.68 1.64 1.68 
Allowance for loan and lease losses to nonperforming loans219 208 205 219 205 
Allowance for credit losses to nonperforming loans264 250 244 264 244 
Discontinued operations — education lending business:
Loans charged off$1 $1 $1 $2 $3 
Recoveries1 — — 1 1 
Net loan charge-offs$— $(1)$(1)$(1)$(2)
(a)Included in "Accrued expense and other liabilities" on the balance sheet.


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 24
Asset Quality Statistics From Continuing Operations
(Dollars in millions)
3Q252Q251Q254Q243Q24
Net loan charge-offs$114 $102 $110 $114 $154 
Net loan charge-offs to average total loans.42 %.39 %.43 %.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 loans1.36 %1.36 %1.36 %1.35 %1.42 %
Allowance for credit losses to period-end loans1.64 1.64 1.63 1.63 1.68 
Allowance for loan and lease losses to nonperforming loans219 208 208 186 205 
Allowance for credit losses to nonperforming loans264 250 249 224 244 
Nonperforming loans at period end$658 $696 $686 $758 $728 
Nonperforming assets at period end668 707 700 772 741 
Nonperforming loans to period-end portfolio loans.62 %.65 %.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)
9/30/20256/30/20253/31/202512/31/20249/30/2024
Commercial and industrial$253 $280 $288 $322 $365 
Real estate — commercial mortgage214 226 206 243 176 
Real estate — construction— — — — — 
Total commercial real estate loans214 226 206 243 176 
Commercial lease financing— — — — — 
Total commercial loans467 506 494 565 541 
Real estate — residential mortgage98 95 94 92 87 
Home equity loans82 84 87 89 90 
Other Consumer loans4 4 4 5 4 
Credit cards7 7 7 7 6 
Total consumer loans191 190 192 193 187 
Total nonperforming loans (a)
658 696 686 758 728 
OREO10 11 14 14 13 
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 days254 266 281 206 184 
Nonperforming assets from discontinued operations — education lending business 2 2 1 2 2 
Nonperforming loans to period-end portfolio loans.62 %.65 %.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)
3Q252Q251Q254Q243Q24
Balance at beginning of period$696 $686 $758 $728 $710 
Loans placed on nonaccrual status210 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)(1)(2)(2)(1)
Loans returned to accrual status(26)(21)(57)(22)(16)
Balance at end of period$658 $696 $686 $758 $728 


KeyCorp Reports Third Quarter 2025 Results     
October 16, 2025
Page 25
Line of Business Results
(Dollars in millions)
Change 3Q25 vs.
3Q252Q251Q254Q243Q242Q253Q24
Consumer Bank
Summary of operations
Total revenue (TE)$935 $912 $871 $865 $800 2.5 %16.9 %
Provision for credit losses40 55 43 43 52 (27.3)(23.1)
Noninterest expense695 696 675 713 649 (.1)7.1 
Net income (loss) attributable to Key152 122 116 83 75 24.6 102.7 
Average loans and leases35,363 36,137 36,819 37,567 38,332 (2.1)(7.7)
Average deposits87,692 88,002 88,306 87,476 86,431 (.4)1.5 
Net loan charge-offs49 40 52 63 54 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 $201 $195 .5 1.0 
Return on average allocated equity20.19 %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 losses68 84 75 (3)41 (19.0)65.9 
Noninterest expense482 449 462 515 444 7.3 8.6 
Net income (loss) attributable to Key367 349 321 381 299 5.2 22.7 
Average loans and leases70,326 69,087 67,056 66,691 67,452 1.8 4.3 
Average loans held for sale1,224 707 754 1,247 998 73.1 22.6 
Average deposits58,483 55,886 57,436 59,687 58,696 4.6 (.4)
Net loan charge-offs64 62 57 52 99 3.2 (35.4)
Net loan charge-offs to average total loans.36 %.36 %.34 %.31 %.58 %— (37.9)
Nonperforming assets at period end$471 $511 $499 $571 $546 (7.8)(13.7)
Return on average allocated equity14.87 %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 resultsAmountNet 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)
3 2 — 
Three months ended September 30, 2024
Loss on sale of securities(b)
(918)(737)(0.77)
FDIC special assessment (other expense)(d)
6 5 — 
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.

KeyCorp Third Quarter 2025 Earnings Review October 16, 2025 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer

 
3Q25 Results +8% Noninterest Income Growth YoY(1) $68Bn Assets Under Management(2), up 11% YoY Differentiated Fee Businesses Focused on Targeted Scale +2% Client Deposits YoY and Net New Relationship Household Growth(3) Strong Client Growth and Relationship Depth Balance Sheet Management from a Position of Strength Risk Management Excellence 63bps NPAs / Loans + OREO 42bps NCOs / Average Loans 2 (1) Reflects comparison of adjusted metrics. Non-GAAP measure: see appendix for reconciliation and slide 22 for breakout of Selected Items Impact on Earnings; (2) as of 9/30/2025; (3) 3Q25 annualized; (4) 9/30/2025 ratio is estimated; (5) Adjusted for unrealized AFS Securities and Pension losses and non-GAAP measure: see appendix for reconciliation 95% Commercial Deposits from Clients with an Operating Account +5% Commercial Loan Growth YTD 10.3% Marked Common Equity Tier 1(4),(5), up ~170 bps YoY

 
12.5% 15.0% 3Q25 Medium-Term Target Medium-Term Targets Reflect Clearly Defined Tailwinds Return on Tangible Common Equity(1) Net Interest Margin (TE) 2.75% 3.00% 3.25% 3Q25 4Q26 Medium-Term Target ~3. 0%15.0%+ . + Driven by balance sheet growth and optimization, continued momentum across priority based fee businesses, and ongoing expense discipline TE = Taxable equivalent; (1) Non-GAAP measure: see appendix for reconciliation; (2) Expected run rate by year-end 2027 (2) (2) 3

 
Financial Review

 
▪ EPS of $0.41, up 17% QoQ and up 37% YoY(1) ▪ Revenue up 3% QoQ and up 17% YoY(1) – Net interest income up 4% QoQ, driven by strong client deposit performance and balance sheet optimization efforts – NIM of 2.75% up 9 bps QoQ – Noninterest income up 8% YoY(1) ▪ Noninterest expenses up 7% YoY(1) – Total operating leverage of 10% and fee-based operating leverage of 1% on a YoY(1) basis ▪ Credit quality metrics remained stable to improved across NCOs, NPLs, criticized loans and delinquencies – Reserves stable; ACL release of $7MM ▪ CET1 ratio at 11.8%(3) – Marked CET1 of 10.3%(2),(3), up 35 bps QoQ ▪ Tangible book value per common share increased 14% YoY ▪ Received a credit rating upgrade from Fitch Ratings; continue to have a positive outlook with Moody's 3Q25 Highlights Reported QoQ YoY(1) $ in millions, excluding per share metrics From continuing operations, unless otherwise noted EPS $ 0.41 17 % 37 % Net Interest Income (TE) (2) $ 1,193 4 % 24 % Noninterest Income $ 702 2 % 8 % Revenue (TE) (2) $ 1,895 3 % 17 % Noninterest Expense $ 1,177 2 % 7 % Provision for Credit Losses $ 107 (22) % 13 % CET1(3) 11.8 % 11 bps 103 bps Adjusted Cash Efficiency Ratio(2) 62.1 % (33) bps (565) bps ROTCE(2) 12.5 % 142 bps 168 bps Tangible Book Value per Common Share $ 13.38 4 % 14 % 5 (1) Reflects comparison of adjusted metrics. Non-GAAP measure: see appendix for reconciliation and slide 22 for breakout of Selected Items Impact on Earnings; (2) Non-GAAP measure: see appendix for reconciliation; (3) 9/30/2025 ratio is estimated

 
$106.4 $0.7 $(0.5) $(0.3) $(0.1) $(0.3) $105.9 6/30/25 C&I CRE Residential Mortgage Comm'l Lease Other Consumer 9/30/25 ▪ ~66% variable rate, or 39% after adjusting for loans swapped to a fixed rate; loan yields would have been 5.87% in third quarter 2025 excluding the impact from hedges(3) ▪ ~91% of commercial loans are made to clients who do additional business with Key(4) ▪ ~55% of the C&I portfolio is investment grade; Consumer book has a 766 weighted average FICO at origination ▪ C&I line utilization: 31% in 3Q25 (down 83 bps from 2Q25), driven by an increase in commitments ▪ Average loans up $512MM – Increase in average commercial loans (+1.5%) primarily driven by an increase in C&I loans – Partially offset by a decline in total consumer loans (-1.8%), reflective of the intentional run-off of low- yielding mortgages vs. Prior Quarter Portfolio Highlights Note: Graphs may not foot due to rounding (1) CRE includes real estate – commercial mortgage and real estate – construction; (2) Other Consumer includes home equity loans, credit cards, and other consumer loans; (3) Non-GAAP measure: see appendix for reconciliation; (4) Defined as capital markets, payments or deposits Average Loans Consumer Commercial Loan Yield $ in billions QoQ Ending Balances by Type 6 $106.2 $104.7 $104.4 $105.7 $106.2 $73.1 $72.1 $72.4 $74.3 $75.4 $33.2 $32.6 $32.0 $31.4 $30.8 5.73% 5.55% 5.47% 5.51% 5.51% 3Q24 4Q24 1Q25 2Q25 3Q25 6/ 5 /25CRE(1) ther(2) c

 
▪ Average deposits up 2% – Driven by growth in seasonally higher commercial deposits – Consumer deposits excluding CDs increased ~1% ▪ Total deposit costs declined by 2 bps – Cumulative down interest-bearing deposit beta: ~55%(3) 36% 17%7% 30% 7%3% 40% 28% 19% 10% 3% vs. Prior Quarter Deposit Franchise Highlights ▪ Client deposits up 2% year-over-year ▪ Average NIB deposits grew 2% sequentially, stable at 19% of total deposits – NIB deposits including hybrids: 23% of total deposits ▪ Commercial deposit balances driven by relationship clients – 80% from clients with a core operating account – 95% from clients with an operating account ▪ Loan-to-deposit ratio: 71%(4) 3Q25 Product Mix Time deposits Savings Noninterest- bearing IB Demand 3Q25 Interest-Bearing Mix Consumer ex term products 21% MMDA Managed Commercial Indexed Commercial Wealth & Other Consumer Average Deposits Consumer Other(1) Commercial Total deposit cost Consumer term products(2) Note: Graphs may not foot due to rounding (1) Other includes treasury brokered deposits and other deposits; (2) Includes MMDA promos and retail CDs; (3) Cumulative beta indexed to 3Q24; (4) Represents period-end consolidated total loans and loans held for sale divided by period-end consolidated total deposits 23% including hybrid accounts Treasury / Other 7 $147.8 $149.7 $148.5 $147.4 $150.4 $86.4 $87.5 $88.3 $88.0 $87.7 $58.7 $59.7 $57.4 $55.9 $58.5 2.39% 2.18% 2.06% 1.99% 1.97% 3Q24 4Q24 1Q25 2Q25 3Q25 $ in billions

 
$1,150 $20 $8 $5 $3 $7 $1,193 Balance Sheet Mix Beta Mgmt & Rate Impacts Fixed-Rate Securities Repricing Swap Maturities Day Count & Other $964 $1,061 $1,105 $1,150 $1,193 2.17% 2.41% 2.58% 2.66% 2.75% Net Interest Income (TE) Net Interest Margin (TE) 3Q24 4Q24 1Q25 2Q25 3Q25 TE = Taxable equivalent; Note: NII and NIM walks may not foot due to rounding (1) Non-GAAP measure: see appendix for reconciliation Net Interest Income and Margin (TE)(1) +4% +24% NII Walk (TE) NIM Walk (TE) 8 2.66% 5 bps 2 bps 1 bp 1 bp 2.75% Balance Sheet Mix Beta Mgmt & Rate Impacts Fixed-Rate Securities Repricing Swap Maturities From continuing operations, $ in millions 2Q25 3Q25 2Q25 3Q25

 
$649 $690 $702 3Q24 2Q25 3Q25 3Q24 2Q25 3Q25 QoQ YoY Investment Banking & Debt Placement $171 $178 $184 3% 8% Trust & Investment Services $140 $146 $150 3% 7% Cards & Payments $84 $85 $86 1% 2% Corporate Services $69 $76 $72 (5)% 4% Service Charges on Deposits $67 $73 $75 3% 12% Commercial Mortgage Servicing $73 $70 $73 4% — Other(2) $(873) $62 $62 — N/M (1)Reflects comparison of adjusted metrics. Non-GAAP measure: see appendix for reconciliation and slide 22 for breakout of Selected Items Impact on Earnings; (2) Other includes Corporate-Owned Life Insurance Income, Consumer Mortgage Income, Operating Lease Income and Other Leasing Gains, Net Securities gains (losses), and Other Income Noninterest Income Noninterest Income Detail % change vs. Prior Year ▪ Adjusted noninterest income(1) up $53MM (+8%), excluding the loss on the sale of securities of $918MM in 3Q24 – Investment banking and debt placement fees up $13MM (+8%), reflecting higher debt and equity issuance activity – Trust and investment services fees were up $10MM (+7%), reflecting higher market levels and positive net flows ▪ Record $68Bn AUM – Commercial payments fee-equivalent revenue grew high single digits – Partly offset by a $5MM decrease in operating lease income and other leasing gains 9 Illustrative, not drawn to scale; $ in millions As reported: $(269) Reported results include $918MM pretax loss on the sale of securities(1) (1) +8%(1)

 
$1,094 $1,154 $1,177 $670 $705 $742 $430 $449 $440 3Q24 2Q25 3Q25 ▪ Noninterest expense up $83MM (+7%) – Primarily driven by higher personnel expense (+$72MM), related to incentive compensation associated with noninterest income growth, and continued investments in people – Non-personnel expense increase driven by higher business service and professional fees, as well as computer processing expenses associated with technology related investments – Partially offset by a decrease in operating lease expense (-$5MM) 2% Personnel Non-personnel (1) YoY +11% +7% QoQ (2)% +5% +2% $ in millions Noninterest Expense vs. Prior Quarter ▪ Noninterest expense increase of $23MM (~2%) – Driven by personnel expense (+$37MM), primarily related to incentive compensation associated with strong fee generation and continued investments in people – Partially offset by a decrease in non- personnel expense (-$14MM), including an FDIC special assessment benefit (-$5MM) % change vs. Prior Year (1) 3Q24 and 3Q25 includes a reduction of the FDIC special assessment; (2) See slide 22 for breakout of Selected Items Impact on Earnings 10 $(6)(2) $(5)(2)

 
0.17% 0.20% 0.27% 0.25% 0.24% 0.16% 0.09% 0.08% 0.07% 0.10% 30-89 days delinquent 90+ days delinquent 3Q24 4Q24 1Q25 2Q25 3Q25 $6,841 $6,337 $6,265 $6,062 $5,871 6.5% 6.1% 6.0% 5.7% 5.5% Criticized Outstandings Criticized Outstandings to Period-end Total Loans 3Q24 4Q24 1Q25 2Q25 3Q25 $741 $772 $700 $707 $668 0.70% 0.74% 0.67% 0.66% 0.63% NPAs NPA Ratio 3Q24 4Q24 1Q25 2Q25 3Q25 (1) Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets; (2) Loan and lease outstandings $ in millions Net Charge-offs (NCOs) & Provision for Credit Losses Delinquencies to Period-End Total Loans Criticized Outstandings(2) to Period-End Total Loans From continuing operations; $ in millions; Nonperforming Asset (NPA) Ratio(1) $ in millions Credit Quality From continuing operations 11 $154 $114 $110 $102 $114$95 $39 $118 $138 $107 0.58% 0.43% 0.43% 0.39% 0.42% NCOs Provision for credit losses NCOs to Average Loans 3Q24 4Q24 1Q25 2Q25 3Q25 (1)

 
$(2.5) $(2.1) $(2.0) $(1.9) $(2.2) $(1.9) $(1.9) $(1.8) ~4% capital accretion 8.6% 9.7% 9.9% 10.0% 10.3% 3Q24 4Q24 1Q25 2Q25 3Q25 10.8% 11.9% 11.8% 11.7% 11.8% 3Q24 4Q24 1Q25 2Q25 3Q25 6.2% 7.0% 7.4% 7.8% 8.1% 3Q24 4Q24 1Q25 2Q25 3Q25 $ in billions Tangible Common Equity Ratio(2) Common Equity Tier 1(1) Projected AOCI Impacts (Forward Curve) (1) 9/30/2025 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; (2) Non-GAAP measure: see appendix for reconciliation; (3) Projected AOCI assumes ~50bps additional rate cuts in 2025, ~65bps of rate cuts in 2026, no cuts in 2027, 2-to-5 year UST rates ~30 bps steeper in 2026 and 2027 Capital ~11% capital accretion Forward Rates(3)AOCI Position 6/30/25 12/31/25 12/31/26 AFS AOCI Other AOCI Marked Common Equity Tier 1(1),(2) 9/30/25 ~100bps ~16% ~190bps ~170bps 12

 
down 1 – 3% up ~2% vs. YE 2024 up ~5% 2025 Outlook FY2025 (vs. FY2024) Ranges are shown on an operating basis (1) Represents a forward-looking Non-GAAP measure: Refer to slide 23, "Forward-Looking Statements and Additional Information," for more information.; (2) Non-GAAP measure: Adjusted noninterest income for 2024 excludes $1,836MM from losses on sale of securities and the Scotiabank investment agreement valuation; (3) Non-GAAP measure: Adjusted noninterest expense for 2024 excludes $25MM from FDIC special assessment. See slide 22 for breakout of Selected Items Impact on Earnings; (4) Reflects the estimated full year taxable-equivalent adjustment $ in millions, unless otherwise stated 2024 Baseline $107.7Bn $104.3Bn $71.9Bn Average Loans Ending Loans PE Commercial Loans $2,645(2) up 5 – 6% (previously up 5%+)Adjusted Noninterest Income(1) $4,520(3) up ~4% (previously 3 - 5%)Adjusted Noninterest Expense(1) $3,810 up ~22% (previously up 20 - 22%) 13%+ 4Q25 vs. 4Q24 (previously 11%+) 2.75% – 2.80% in 4Q25 (previously ~2.75%) Net Interest Income (TE) (1) Net Interest Margin ~21% (previously ~21 – 22%) ~22% (previously ~23 – 24%) GAAP Tax Rate Tax-equivalent Effective Rate(4) 41 bps 40 – 45 bpsNCOs to Average Loans 13

 
Appendix

 
(1) Yield is calculated on an amortized cost basis; (2) Based on 9/30/2025 period-end balances; chart may not foot due to rounding Loan Composition(2) $ in billions Average Total Investment Securities Fixed-rate Asset Repricing Tailwinds – 4Q25 to 2027 Balance Sheet Management Detail 15 $44.5 $45.5 $46.6 $47.8 $47.5 $7.8 $7.5 $7.3 $7.0 $7.2 $36.7 $38.0 $39.3 $40.7 $40.3 2.98% 3.40% 3.64% 3.71% 3.75% Average HTM Securities Average AFS Securities Average Yield 3Q24 4Q24 1Q25 2Q25 3Q25 3M SOFR 10% Other 1% (1) $ in billions 4Q25 1Q26 2Q26 3Q26 4Q26 2026 2027 Projected receive-fixed swaps maturities $1.4 $2.8 $2.2 $2.2 $1.9 $9.1 $9.7 Weighted-average rate received (%) 1.96% 2.63% 2.95% 2.82% 2.73% 2.78% 2.97% Projected fixed-rate loans cash flows / maturities $1.8 $1.7 $1.7 $1.8 $1.7 $6.9 $6.9 Weighted-average rate received (%) 3.98% 4.12% 4.12% 4.19% 4.28% 4.18% 4.56% Memo: Projected Residential Mortgages $0.6 $0.6 $0.7 $0.7 $0.6 $2.5 $2.2 Memo: Weighted-average rate received (%) 3.44% 3.46% 3.47% 3.50% 3.53% 3.49% 3.64% Projected fixed-rate investment securities cash flows / maturities $2.0 $1.9 $2.3 $2.1 $2.0 $8.4 $8.5 Weighted-average rate received (%) 3.86% 3.89% 3.60% 3.94% 4.10% 3.87% 3.49% Memo: Projected fixed-rate MBS cash flows / maturities $1.4 $1.3 $1.6 $1.4 $1.3 $5.5 $5.5 Memo: Weighted-average rate received (%) 3.66% 3.68% 3.63% 3.64% 3.86% 3.70% 3.76% 1M SOFR 21% O/N SOFR 27%Fixed 34% Prime 7%

 
Hedging Strategy Opportunity 16 (1) Portfolio as of 9/30/2025, includes already executed forward starting swaps; (2) AFS securities swapped to floating rate $ in billions 9/30/2025 Debt Hedges $9.7 Securities Hedges(2) $9.7 Floor Spreads $3.3 Other Hedge Positions ▪ No ALM hedging actions taken in 3Q25 3Q25 ALM Hedge Actions 3.1% 3.3% 3.4% 3.4% 3.4% 3.5% 3.8% 4Q25 1Q26 2Q26 3Q26 YE26 YE27 $1.4 $2.8 $2.2 $2.2 $9.1 $9.7 2.0% 2.6% 3.0% 2.8% 2.8% 3.0% W.A. Receive- fixed Rate Maturing Swaps W.A. Receive-fixed Rate Receive-fixed Asset Swaps(1) $ in billions; ending balances ▪ Forward-starting cash flow hedges of $8.7Bn – WA receive rate: 3.9% – $6.5Bn starting in 4Q25 (3.8% WA receive rate) – $2.2Bn starting in 1Q26 (4.1% WA receive rate) Forward Starting Swaps as of 9/30

 
289% 153% 69% 84% N/M N/M N/M C&I CRE Comm'l Lease Resi Mtg Home Equity Credit Cards Other Consumer $1,774 $1,699 $1,707 $1,743 $1,736 1.68% 1.63% 1.63% 1.64% 1.64% ACL ACL to Period-end Loans 3Q24 4Q24 1Q25 2Q25 3Q25 6.6% 11.2% 3.1% 0.5% 1.5% 1.8% 0.3% C&I CRE Comm'l Lease Resi Mtg Home Equity Credit Cards Other Consumer 0.46% 0.65% 0.03% 4.00% 0.98% (0.01)% (0.04)% C&I CRE Comm'l Lease Resi Mtg Home Equity Credit Cards Other Consumer Credit Quality by Portfolio (3),(4) (3), (4) (3), (4) N/M = Not Meaningful Note: All metrics are as of 9/30/2025 unless otherwise noted; (1) Net loan charge-off amounts are annualized in calculation; (2) Ratios calculated using unrounded figures and therefore may not foot to calculation using rounded figures presented in chart; (3) Loan balances include $212 million of commercial credit card balances at September 30, 2025; (4) Commercial lease financing includes receivables held as collateral for a secured borrowing of $1 million at September 30, 2025. Principal reductions are based on the cash payments received from these related receivables. NCOs to Average Loans (%)(1),(2) ↓ 44 bps QoQ 17 Allowance for Credit Losses (ACL) Allowance to NPLs (%)(2) Criticized Outstandings to Period-End Loans (%)(2) ↓ 117 bps QoQ

 
GAAP to Non-GAAP Reconciliation $ in millions 3Q25 2Q25 3Q24 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(1) 2,446 2,446 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 Less: Intangible assets (average) 2,767 2,772 2,789 Preferred stock (average) 2,500 2,500 2,500 Average tangible common equity (non-GAAP) $ 14,397 $ 13,996 $ 10,470 Return on average tangible common equity from continuing operations Net income (loss) from continuing operations attributable to Key common shareholders (GAAP) $ 454 $ 387 $ (447) Average tangible common equity (non-GAAP) $ 14,397 $ 13,996 $ 10,470 Return on average tangible common equity from continuing operations (non-GAAP) 12.51 % 11.09 % (16.98) % 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 Adjusted return on average tangible common equity from continuing operations excluding notable items (non-GAAP) 12.40 % 11.09 % 10.83 % Return on average tangible common equity consolidated Net income (loss) attributable to Key common shareholders (GAAP) $ 453 $ 387 $ (446) Average tangible common equity (non-GAAP) 14,397 13,996 10,470 Return on average tangible common equity consolidated (non-GAAP) 12.48 % 11.15 % (16.95) % (1) Net of capital surplus 18

 
$ in millions 3Q25 2Q25 3Q24 Pre-provision net revenue Net interest income (GAAP) $ 1,184 $ 1,141 $ 952 Plus: Taxable-equivalent adjustment 9 9 12 Noninterest income (GAAP) 702 690 (269) Less: Noninterest expense (GAAP) 1,177 1,154 1,094 Pre-provision net revenue from continuing operations (non-GAAP) $ 718 $ 686 $ (399) Adjusted pre-provision net revenue Pre-provision net revenue from continuing operations (non-GAAP) $ 718 $ 686 $ (399) Plus: Selected items(1) (5) — 912 Adjusted pre-provision net revenue from continuing operations (non-GAAP) $ 713 $ 686 $ 513 Cash efficiency ratio and Adjusted cash efficiency ratio Noninterest expense (GAAP) $ 1,177 $ 1,154 $ 1,094 Less: Intangible asset amortization 5 5 7 Noninterest expense less intangible asset amortization (non-GAAP) $ 1,172 $ 1,149 $ 1,087 Plus: Selected items(1) 5 — 6 Adjusted noninterest expense less intangible asset amortization (non-GAAP) 1,177 1,149 1,093 Net interest income (GAAP) $ 1,184 $ 1,141 $ 952 Plus: Taxable-equivalent adjustment 9 9 12 Net interest income TE (non-GAAP) $ 1,193 $ 1,150 $ 964 Noninterest income (GAAP) 702 690 (269) Total taxable-equivalent revenue (non-GAAP) $ 1,895 $ 1,840 $ 695 Plus: Selected items(1) — — 918 Adjusted taxable-equivalent revenue (non-GAAP) $ 1,895 $ 1,840 $ 1,613 Cash efficiency ratio (non-GAAP) 61.8 % 62.4 % 156.4 % Adjusted cash efficiency ratio (non-GAAP) 62.1 % 62.4 % 67.8 % (1) See slide 22 for breakout on Selected Items Impact on Earnings 19 GAAP to Non-GAAP Reconciliation

 
$ in millions 3Q25 2Q25 3Q24 Adjusted taxable-equivalent revenue Noninterest income (GAAP) $ 702 $ 690 $ (269) Plus: Selected Items(1) — — 918 Adjusted noninterest income (non-GAAP) $ 702 $ 690 $ 649 Net interest income TE (non-GAAP) 1,193 1,150 964 Total adjusted taxable-equivalent revenue (non-GAAP) $ 1,895 $ 1,840 $ 1,613 Adjusted noninterest expense Noninterest expense (GAAP) $ 1,177 $ 1,154 $ 1,094 Plus: Selected Items(1) 5 — 6 Adjusted noninterest expense (non-GAAP) $ 1,182 $ 1,154 $ 1,100 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) Plus: Selected Items (net of tax)(1) (4) — 732 Adjusted income (loss) available from continuing operations attributable to Key common shareholders (non-GAAP) $ 450 $ 387 $ 285 Diluted earnings per common share (EPS) - adjusted Diluted EPS from continuing operations attributable to Key common shareholders (GAAP) $ 0.41 $ 0.35 $ (0.47) Plus: EPS impact of selected items(1) — — 0.77 Diluted EPS from continuing operations attributable to Key common shareholders - adjusted (non-GAAP) $ 0.41 $ 0.35 $ 0.30 (1) See slide 22 for breakout on Selected Items Impact on Earnings 20 GAAP to Non-GAAP Reconciliation

 
CET1 – AOCI Impact(1) ($ in millions) 3Q25 2Q25 1Q25 4Q24 3Q24 Common Equity Tier 1 (A) $ 17,050 $ 16,774 $ 16,549 $ 16,489 $ 15,043 Add: AFS and Pension accumulated other Comprehensive income (loss) (2,176) (2,476) (2,601) (3,032) (3,118) Marked Common Equity Tier 1 (B) $ 14,875 $ 14,298 $ 13,948 $ 13,457 $ 11,925 Risk Weighted Assets (C) $ 144,106 $ 143,105 $ 140,514 $ 138,296 $ 138,933 Common Equity Tier 1 Ratio (A/C) 11.8 % 11.7 % 11.8 % 11.9 % 10.8 % Marked CET1 Ratio (B/C) 10.3 % 10.0 % 9.9 % 9.7 % 8.6 % (1) Under the current applicable regulatory capital rules, Key has made the AOCI opt out election, which enables us to exclude components of AOCI from regulatory capital, notably the AOCI relative to securities and pension. Marked CET1 ratio is a non-GAAP measure and is calculated based on Common Equity Tier 1 capital, inclusive of the AOCI impact from securities and pension, divided by risk weighted assets. We believe this non-GAAP measure provides useful information in light of the potential for change in the regulatory capital framework; (2) Loan Yields Excluding Impact from Hedges is a non-GAAP metric and is calculated by excluding losses realized on derivatives which hedge the interest rate risk of our loans. We believe this metric is meaningful as it provides information on loan yields excluding the impacts of hedge-related interest rate risk management programs Loan Yields Excluding Impact from Hedges(2) 3Q25 2Q25 1Q25 4Q24 3Q24 Loan Yield 5.5 % 5.5 % 5.5 % 5.6 % 5.7 % Subtract: Loan Yield Impact of Realized Hedge Gains/(Losses) (0.4) % (0.3) % (0.4) % (0.5) % (0.7) % Loan Yield Excluding Impact from Hedges 5.9 % 5.8 % 5.8 % 6.1 % 6.4 % 21 GAAP to Non-GAAP Reconciliation

 
(1) Favorable (unfavorable) impact; (2) 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; (3) Impact to EPS reflected on a fully diluted basis; (4) 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; (5) Earnings per share may not foot due to rounding Selected Items Impact on Earnings $ in millions, except per share amounts Pretax(1) After-tax at marginal rate(1) Quarter to date results Amount Net Income EPS(3)(5) Three months ended September 30, 2025 FDIC special assessment (other expense)(4) $ 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(2) (915) (657) (0.66) Scotiabank investment agreement valuation (other income) (3) (2) — FDIC special assessment (other expense)(4) 3 2 — Three months ended September 30, 2024 Loss on sale of securities(2) (918) (737) (0.77) FDIC special assessment (other expense)(4) 6 5 — Three months ended June 30, 2024 FDIC special assessment (other expense)(4) (5) (4) — Three months ended March 31, 2024 FDIC special assessment (other expense)(4) (29) (22) (0.02) Year to date results Nine months ended September 30, 2025 FDIC special assessment (other expense)(4) $ 5 $ 4 $ — Nine months ended September 30, 2024 Loss on sale of securities (918) (737) (0.77) FDIC special assessment (other expense)(4) (28) (21) (0.02) 22 Selected Items Impact on Earnings

 
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “seek,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible,” “potential,” “strategy,” “opportunities,” or “trends,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are based on assumptions that involve risks and uncertainties, which are subject to change based on various important factors (some of which are beyond KeyCorp’s control). Actual results may differ materially from current projections. Actual outcomes may differ materially from those expressed or implied as a result of the factors described under “Forward-looking Statements” and “Risk Factors” in KeyCorp’s Annual Report on Form 10-K for the year ended December 31, 2024, and in subsequent filings of KeyCorp with the Securities and Exchange Commission (the “SEC”). Such forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events. For additional information regarding KeyCorp, please refer to our SEC filings available at www.key.com/ir. Non-GAAP 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 the appendix to this presentation, the financial supplement, or the press release related to this presentation, all of which can be found on Key’s website (www.key.com/ir). Forward-Looking Non-GAAP Measures. From time to time we may discuss forward-looking non-GAAP financial measures. We are unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measures because we are 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. 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 municipal securities, and certain lease assets, on a common basis that facilitates comparison of results to results of 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. GAAP: Generally Accepted Accounting Principles Forward-looking Statements and Additional Information 23

 
Exhibit 99.3
Consolidated Balance Sheets
(dollars in millions)
9/30/20256/30/20259/30/2024
Assets
Loans$105,902 $106,389 $105,346 
Loans held for sale 998 530 1,058 
Securities available for sale40,456 40,669 34,169 
Held-to-maturity securities7,509 6,914 7,702 
Trading account assets972 1,374 1,404 
Short-term investments13,334 11,564 22,796 
Other investments921 1,058 1,117 
Total earning assets170,092 168,498 173,592 
Allowance for loan and lease losses(1,444)(1,446)(1,494)
Cash and due from banks1,938 1,766 1,276 
Premises and equipment606 599 624 
Goodwill2,752 2,752 2,752 
Other intangible assets13 18 34 
Corporate-owned life insurance4,428 4,423 4,379 
Accrued income and other assets8,803 8,654 8,323 
Discontinued assets221 235 277 
Total assets$187,409 $185,499 $189,763 
Liabilities
Deposits in domestic offices:
Interest-bearing deposits122,425 119,230 119,995 
Noninterest-bearing deposits28,340 27,675 30,358 
Total deposits150,765 146,905 150,353 
Federal funds purchased and securities sold under repurchase agreements 10 20 44 
Bank notes and other short-term borrowings1,339 2,754 2,359 
Accrued expense and other liabilities4,276 4,273 4,478 
Long-term debt10,917 12,063 15,677 
Total liabilities167,307 166,015 172,911 
Equity
Preferred stock2,500 2,500 2,500 
Common shares1,257 1,257 1,257 
Capital surplus6,002 5,971 6,149 
Retained earnings15,111 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)
Total equity20,102 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
9/30/20256/30/20259/30/2024
Interest income
Loans$1,466 $1,443 $1,516 
Loans held for sale18 11 18 
Securities available for sale408 411 298 
Held-to-maturity securities64 61 70 
Trading account assets11 16 15 
Short-term investments156 157 244 
Other investments8 8 14 
Total interest income2,131 2,107 2,175 
Interest expense
Deposits748 730 887 
Federal funds purchased and securities sold under repurchase agreements4 4 1 
Bank notes and other short-term borrowings14 34 43 
Long-term debt181 198 292 
Total interest expense947 966 1,223 
Net interest income1,184 1,141 952 
Provision for credit losses107 138 95 
Net interest income after provision for credit losses1,077 1,003 857 
Noninterest income
Trust and investment services income150 146 140 
Investment banking and debt placement fees184 178 171 
Service charges on deposit accounts75 73 67 
Operating lease income and other leasing gains11 14 16 
Corporate services income72 76 69 
Cards and payments income86 85 84 
Corporate-owned life insurance income35 32 36 
Consumer mortgage income14 15 12 
Commercial mortgage servicing fees73 70 73 
Other income8 1 (2)
Net securities gains (losses)(6)— (935)
Total noninterest income702 690 (269)
Noninterest expense
Personnel742 705 670 
Net occupancy65 69 66 
Computer processing105 107 104 
Business services and professional fees44 48 41 
Equipment20 21 20 
Operating lease expense9 10 14 
Marketing22 24 21 
Intangible asset amortization— — — 
Other expense170 170 158 
Total noninterest expense1,177 1,154 1,094 
Income (loss) from continuing operations before income taxes602 539 (506)
Income taxes112 116 (95)
Income (loss) from continuing operations490 423 (411)
Income (loss) from discontinued operations, net of taxes(1)2 1 
Net income (loss)489 425 (410)
Less: Net income (loss) attributable to noncontrolling interests— — — 
Net income (loss) attributable to Key$489 $425 $(410)
Income (loss) from continuing operations attributable to Key common shareholders$454 $387 $(447)
Net income (loss) attributable to Key common shareholders453 389 (446)
Per common share
Income (loss) from continuing operations attributable to Key common shareholders$.41 $.35 $(.47)
Income (loss) from discontinued operations, net of taxes— — — 
Net income (loss) attributable to Key common shareholders (a)
.41 .35 (.47)
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders$.41 $.35 $(.47)
Income (loss) from discontinued operations, net of taxes— — — 
Net income (loss) attributable to Key common shareholders (a)
.41 .35 $(.47)
Cash dividends declared per common share$.205 $.205 $.205 
Weighted-average common shares outstanding (000)1,100,830 1,100,033 948,979 
Effect of common share options and other stock awards (b)
9,845 7,177 — 
Weighted-average common shares and potential common shares outstanding (000) (c)
1,110,675 1,107,210 948,979 
(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 and/or convertible preferred stock, as applicable.