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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): July 22, 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 July 22, 2025, KeyCorp issued a press release announcing its financial results for the three- and six-month periods ended June 30, 2025 (the “Press Release”), and posted on its website its second 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 July 22, 2025, announcing financial results for the three- and six-month period ended June 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: July 22, 2025/s/ Stacy L. Gilbert
By: Stacy L. Gilbert
Chief Accounting Officer




keylogoicononlyrgba01.jpg

KEYCORP REPORTS SECOND QUARTER 2025 NET INCOME OF $387 MILLION,
OR $.35 PER DILUTED COMMON SHARE


Revenue of $1.8 billion, up 21% year-over-year; Significant positive operating leverage on both a total and fee basis year-over-year

Net interest income up 4% and net interest margin increased 8 bps quarter-over-quarter

Period-end loans up $1.6 billion quarter-over-quarter; Commercial loans up $3.3 billion or 5% year-to-date

Net charge-offs declined 8% quarter-over-quarter; Other credit metrics stable to improved



    CLEVELAND, July 22, 2025 - KeyCorp (NYSE: KEY) today announced net income from continuing operations attributable to Key common shareholders of $387 million, or $.35 per diluted common share, for the second quarter of 2025. For the first quarter of 2025, net income from continuing operations attributable to Key common shareholders was $370 million, or $.33 per diluted common share. For the second quarter of 2024, KeyCorp reported net income from continuing operations attributable to Key common shareholders of $237 million, or $.25 per diluted common share, or adjusted net income of $241 million, or $.25 per diluted common share(a). Included in the second quarter of 2024 are $4 million, after-tax, of charges related to the FDIC special assessment(b).

Comments from Chairman and CEO, Chris Gorman
"Our second quarter results demonstrate continued strong momentum. Revenue was up 21% year-over-year driven by our clearly defined net interest income tailwinds and 10% growth in noninterest income, while expenses grew 7%. Sequentially, net interest income grew 4%. Credit quality continues to trend in a positive direction with overall credit migration improving for the sixth consecutive quarter.

Business activity with clients and prospects continues to accelerate. Client deposits and relationship households were up 2% year-over-year while deposit costs were managed below 2%. Period end commercial loans grew $2.1 billion in the second quarter. Assets under management reached a record $64 billion. Investment banking pipelines remain at historically elevated levels. In the second quarter we raised over $30 billion of capital on behalf of our clients. Commercial payments-related fees grew high single digits year-over-year.

We continue to make investments in people and technology that will drive future growth for our company. We remain on target to increase our front line bankers - investment bankers, middle market relationship managers, payments advisors, and wealth managers - by 10% in 2025.

I am energized by our momentum as we win and take share in the marketplace. I remain confident that we will continue to execute against our compelling organic growth opportunities.”




(a) The table entitled “GAAP to Non-GAAP Reconciliations” in the attached financial supplement presents the computations of certain financial measures related to "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 24 for more information on Selected Items Impact on Earnings.


KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 2
Selected Financial Highlights
Dollars in millions, except per share dataChange 2Q25 vs.
2Q251Q252Q241Q252Q24
Income (loss) from continuing operations attributable to Key common shareholders$387 $370 $237 4.6 %63.3 %
Income (loss) from continuing operations attributable to Key common shareholders per common share — assuming dilution
.35 .33 .25 6.1 40.0 
Return on average tangible common equity from continuing operations (a)
11.09 %11.24 %10.39 %N/AN/A
Return on average total assets from continuing operations.91 .88 .59 N/AN/A
Common Equity Tier 1 ratio (b)
11.7 11.8 10.5 N/AN/A
Book value at period end$15.32 $14.89 $13.09 2.9 17.0 
Net interest margin (TE) from continuing operations2.66 %2.58 %2.04 %N/AN/A
(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)June 30, 2025 ratio is estimated.
TE = Taxable Equivalent, N/A = Not Applicable

INCOME STATEMENT HIGHLIGHTS
Revenue
Dollars in millionsChange 2Q25 vs.
 2Q251Q252Q241Q252Q24
Net interest income (TE)$1,150 $1,105 $899 4.1 %27.9 %
Noninterest income690 668 627 3.3 10.0 
Total revenue (TE)$1,840 $1,773 $1,526 3.8 %20.6 %
TE = Taxable Equivalent
Taxable-equivalent net interest income was $1.15 billion for the second quarter of 2025 and the net interest margin was 2.66%. Compared to the second quarter of 2024, net interest income increased by $251 million, and the net interest margin increased by 62 basis points. These increases primarily reflect the impact of lower deposit costs, reinvestment of proceeds from maturing low-yielding investment securities, fixed-rate loans and swaps repricing into higher-yielding investments, the repositioning of the available-for-sale portfolio during the third and fourth quarters of 2024, 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, and lower loan balances.

Compared to the first quarter of 2025, taxable-equivalent net interest income increased by $45 million, and the net interest margin increased by 8 basis points. These increases were driven by a decline in funding costs, including interest-bearing deposit costs, 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 second quarter of 2025 compared to the first quarter of 2025.





KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 3
Noninterest Income
Dollars in millionsChange 2Q25 vs.
2Q251Q252Q241Q252Q24
Trust and investment services income$146 $139 $139 5.0 %5.0 %
Investment banking and debt placement fees178 175 126 1.7 41.3 
Cards and payments income85 82 85 3.7 — 
Service charges on deposit accounts73 69 66 5.8 10.6 
Corporate services income76 65 68 16.9 11.8 
Commercial mortgage servicing fees70 76 61 (7.9)14.8 
Corporate-owned life insurance income32 33 34 (3.0)(5.9)
Consumer mortgage income15 13 16 15.4 (6.3)
Operating lease income and other leasing gains14 9 21 55.6 (33.3)
Other income1 7 21 (85.7)(95.2)
Net securities gains (losses)— — (10)—N/M
Total noninterest income$690 $668 $627 3.3 %10.0 %
N/M = Not Meaningful
    
Compared to the second quarter of 2024, noninterest income increased by $63 million. The increase was driven by a $52 million increase in investment banking and debt placement fees reflecting higher syndications, commercial real estate, and equity issuance activity, and a $9 million increase in commercial mortgage servicing fees reflecting higher active special servicing balances. We also continued to see momentum across wealth management and commercial payments, which partially offset a $20 million decrease in other income and a $7 million decrease in operating lease income and other leasing gains.

Compared to the first quarter of 2025, noninterest income increased by $22 million. The increase was driven by an $11 million increase in corporate services income reflecting higher loan, derivative and FX client activity, and a $7 million increase in trust and investment services income. The increase was partly offset by a $6 million decrease in commercial mortgage servicing fees.

Noninterest Expense
Dollars in millionsChange 2Q25 vs.
2Q251Q252Q241Q252Q24
Personnel expense$705 $680 $636 3.7 %10.8 %
Net occupancy69 67 66 3.0 4.5 
Computer processing107 107 101 — 5.9 
Business services and professional fees48 40 37 20.0 29.7 
Equipment21 20 20 5.0 5.0 
Operating lease expense10 11 17 (9.1)(41.2)
Marketing24 21 21 14.3 14.3 
Other expense170 185 181 (8.1)(6.1)
Total noninterest expense$1,154 $1,131 $1,079 2.0 %7.0 %
    Compared to the second quarter of 2024, noninterest expense increased by $75 million. The increase was primarily driven by a $69 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, and computer processing expenses increased primarily due to technology-related investments. These were partially offset by a $7 million decrease in operating lease expense.

    Compared to the first quarter of 2025, noninterest expense increased by $23 million. The increase was primarily driven by a $25 million increase in personnel expense primarily related to incentive compensation associated with noninterest income growth, and continued investments in people. Higher business services and professional fees were driven by increases in technology-related investments. This was partially offset by a $15 million decrease in other expenses primarily due to lower fraud and other losses and FDIC insurance expense.



KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 4
BALANCE SHEET HIGHLIGHTS
Average Loans
Dollars in millionsChange 2Q25 vs.
2Q251Q252Q241Q252Q24
Commercial and industrial (a)
$55,604 $53,746 $54,599 3.5 %1.8 %
Other commercial loans18,708 18,619 20,500 .5 (8.7)
Total consumer loans31,403 31,989 33,862 (1.8)(7.3)
Total loans$105,715 $104,354 $108,961 1.3 %(3.0)%
(a)Commercial and industrial average loan balances include $218 million, $213 million, and $218 million of assets from commercial credit cards at June 30, 2025, March 31, 2025, and June 30, 2024, respectively.
    
Average loans were $105.7 billion for the second quarter of 2025, a decrease of $3.2 billion compared to the second quarter of 2024. Average commercial loans declined by $787 million, primarily driven by a decrease in commercial real estate loans. Average consumer loans declined by $2.5 billion, reflective of broad-based declines across all loan categories.

Compared to the first quarter of 2025, average loans increased by $1.4 billion. Average commercial loans increased $1.9 billion, primarily driven by an increase in commercial and industrial loans. Average consumer loans declined by $586 million, reflective of the intentional run-off of low-yielding loans.

Average Deposits
Dollars in millionsChange 2Q25 vs.
2Q251Q252Q241Q252Q24
Non-time deposits$131,845 $131,917 $128,161 (.1)%2.9 %
Time deposits15,601 16,625 16,019 (6.2)(2.6)
Total deposits$147,446 $148,542 $144,180 (.7)%2.3 %
Cost of total deposits1.99 %2.06 %2.28 %N/AN/A
N/A = Not Applicable

    Average deposits totaled $147.4 billion for the second quarter of 2025, an increase of $3.3 billion compared to the year-ago quarter, reflecting growth in consumer deposits.

Compared to the first quarter of 2025, average deposits decreased by $1.1 billion, driven by a reduction in higher-cost commercial client balances and retail CDs. The rate paid on interest-bearing deposits declined by 9 basis points, and the overall cost of deposits declined by 7 basis points to 1.99%.








KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 5
ASSET QUALITY
Dollars in millionsChange 2Q25 vs.
2Q251Q252Q241Q252Q24
Net loan charge-offs$102 $110 $91 (7.3)%12.1 %
Net loan charge-offs to average total loans.39 %.43 %.34 %N/AN/A
Nonperforming loans at period end$696 $686 $710 1.5 (2.0)
Nonperforming assets at period end707 700 727 1.0 (2.8)
Allowance for loan and lease losses1,446 1,429 1,547 1.2 (6.5)
Allowance for credit losses1,743 1,707 1,833 2.1 (4.9)
Provision for credit losses138 118 100 16.9 38.0 
Allowance for loan and lease losses to nonperforming loans208 %208 %218 %N/AN/A
Allowance for credit losses to nonperforming loans250 249 258 N/AN/A
N/A = Not Applicable

    
    Key's provision for credit losses was $138 million, compared to $100 million in the second quarter of 2024 and $118 million in the first quarter of 2025. The increase from the year-ago quarter reflects higher net loan charge-offs and a larger reserve build. The increase from the prior quarter reflects a larger reserve build, partially offset by lower net charge-offs. This quarter, Key added $36 million to its allowance for credit losses to account for recent loan growth, changes in loan mix, and some deterioration in the macroeconomic outlook.

    Net loan charge-offs for the second quarter of 2025 totaled $102 million, or 0.39% of average total loans. These results compare to $91 million, or 0.34%, for the second quarter of 2024 and $110 million, or 0.43%, for the first quarter of 2025. Key’s allowance for credit losses was $1.7 billion, or 1.64% of total period-end loans at June 30, 2025, compared to 1.71% at June 30, 2024, and 1.63% at March 31, 2025.

    At June 30, 2025, Key’s nonperforming loans totaled $696 million, which represented 0.65% of period-end portfolio loans. These results compare to 0.66% at June 30, 2024, and 0.65% at March 31, 2025. Nonperforming assets at June 30, 2025, totaled $707 million, and represented 0.66% of period-end portfolio loans and OREO and other nonperforming assets. These results compare to 0.68% at June 30, 2024, and 0.67% at March 31, 2025.

CAPITAL

Key’s estimated risk-based capital ratios, included in the following table, continued to exceed all “well-capitalized” regulatory benchmarks at June 30, 2025.
Capital Ratios
6/30/20253/31/20256/30/2024
Common Equity Tier 1 (a)
11.7 %11.8 %10.5 %
Tier 1 risk-based capital (a)
13.4 13.5 12.2 
Total risk-based capital (a)
15.7 16.0 14.7 
Tangible common equity to tangible assets (b)
7.8 7.4 5.2 
Leverage (a)
10.3 10.2 9.1 
(a)June 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 second quarter of 2025. As shown in the preceding table, at June 30, 2025, Key’s estimated Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 11.7% and 13.4%, respectively.



KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 6
Summary of Changes in Common Shares Outstanding
In thousandsChange 2Q25 vs.
2Q251Q252Q241Q252Q24
Shares outstanding at beginning of period1,111,986 1,106,786 942,776 .5 %17.9 %
Shares issued under employee compensation plans (net of cancellations and returns)467 5,200 424 (91.0)10.1 
Shares outstanding at end of period1,112,453 1,111,986 943,200 — %17.9 %


    
    Key declared a dividend in May of 2025 of $.205 per common share, payable in the second 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 2Q25 vs.
2Q251Q252Q241Q252Q24
Revenue from continuing operations (TE)
Consumer Bank$912 $871 $758 4.7 %20.3 %
Commercial Bank974 942 768 3.4 26.8 
Other (a)
(46)(40)0 (15.0)N/M
Total$1,840 $1,773 $1,526 3.8 %20.6 %
Income (loss) from continuing operations attributable to Key
Consumer Bank$122 $116 $59 5.2 %106.8 %
Commercial Bank349 321 206 8.7 69.4 
Other (a)
(48)(31)8 (54.8)(700.0)
Total$423 $406 $273 4.2 %54.9 %
(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 represents 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; N/M = Not Meaningful



KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 7
Consumer Bank
Dollars in millionsChange 2Q25 vs.
2Q251Q252Q241Q252Q24
Summary of operations
Net interest income (TE)$676 $646 $523 4.6 %29.3 %
Noninterest income236 225 235 4.9 .4 
Total revenue (TE)912 871 758 4.7 20.3 
Provision for credit losses55 43 33 27.9 66.7 
Noninterest expense696 675 648 3.1 7.4 
Income (loss) before income taxes (TE)161 153 77 5.2 109.1 
Allocated income taxes (benefit) and TE adjustments39 37 18 5.4 116.7
Net income (loss) attributable to Key$122 $116 $59 5.2 %106.8 %
Average balances
Loans and leases$36,137 $36,819 $39,174 (1.9)%(7.8)%
Total assets39,156 39,806 42,008 (1.6)(6.8)
Deposits88,002 88,306 85,397 (.3)3.1 
Assets under management at period end$64,244 $61,053 $57,602 5.2 %11.5 %
TE = Taxable Equivalent

Additional Consumer Bank Data
Dollars in millionsChange 2Q25 vs.
2Q251Q252Q241Q252Q24
Noninterest income
Trust and investment services income$119 $113 $112 5.3 %6.3 %
Service charges on deposit accounts35 33 34 6.1 2.9 
Cards and payments income61 57 61 7.0 — 
Consumer mortgage income14 13 16 7.7 (12.5)
Other noninterest income7 9 12 (22.2)(41.7)
Total noninterest income$236 $225 $235 4.9 %.4 %
Average deposit balances
Money market deposits$34,524 $33,533 $30,229 3.0 %14.2 %
Demand deposits22,784 22,771 22,291 .1 2.2 
Savings deposits4,406 4,392 4,791 .3 (8.0)
Time deposits11,910 13,320 13,039 (10.6)(8.7)
Noninterest-bearing deposits14,378 14,290 15,047 .6 (4.4)
Total deposits$88,002 $88,306 $85,397 (.3)%3.1 %
Other data
Branches943 945 946 
Automated teller machines1,166 1,176 1,199 

Consumer Bank Summary of Operations (2Q25 vs. 2Q24)
•Key's Consumer Bank recorded net income attributable to Key of $122 million for the second quarter of 2025, compared to $59 million for the year-ago quarter
•Taxable-equivalent net interest income increased by $153 million, or 29.3%, compared to the second quarter of 2024
•Average loans and leases decreased $3.0 billion, or 7.8%, from the second quarter of 2024, driven by broad-based declines across all loan categories
•Average deposits increased $2.6 billion, or 3.1%, from the second quarter of 2024, driven by growth in money market deposits and demand deposits
•Provision for credit losses increased $22 million compared to the second quarter of 2024, primarily driven by changes in reserve levels due to deterioration in the economic outlook
•Noninterest income increased $1 million from the year-ago quarter, driven by an increase in trust and investment services income, partially offset by a decrease in consumer mortgage income


KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 8
•Noninterest expense increased $48 million from the year-ago quarter, primarily driven by higher support and overhead expense

Commercial Bank
Dollars in millionsChange 2Q25 vs.
2Q251Q252Q241Q252Q24
Summary of operations
Net interest income (TE)$556 $534 $411 4.1 %35.3 %
Noninterest income418 408 357 2.5 17.1 
Total revenue (TE)974 942 768 3.4 26.8 
Provision for credit losses84 75 87 12.0 (3.4)
Noninterest expense449 462 431 (2.8)4.2 
Income (loss) before income taxes (TE)441 405 250 8.9 76.4 
Allocated income taxes and TE adjustments92 84 44 9.5 109.1
Net income (loss) attributable to Key$349 $321 $206 8.7 %69.4 %
Average balances
Loans and leases$69,087 $67,056 $69,248 3.0 %(0.2)%
Loans held for sale707 754 522 (6.2)35.4 
Total assets78,486 76,707 78,328 2.3 0.2 
Deposits55,886 57,436 57,360 (2.7)%(2.6)%
TE = Taxable Equivalent


Additional Commercial Bank Data
Dollars in millionsChange 2Q25 vs.
2Q251Q252Q241Q252Q24
Noninterest income
Trust and investment services income$26 $26 $27 — %(3.7)%
Investment banking and debt placement fees179 175 126 2.3 42.1 
Cards and payments income21 21 21 — — 
Service charges on deposit accounts38 35 31 8.6 22.6 
Corporate services income68 60 61 13.3 11.5 
Commercial mortgage servicing fees70 76 61 (7.9)14.8 
Operating lease income and other leasing gains15 8 21 87.5 (28.6)
Other noninterest income1 7 9 (85.7)(88.9)
Total noninterest income$418 $408 $357 2.5 %17.1 %


Commercial Bank Summary of Operations (2Q25 vs. 2Q24)
•Key's Commercial Bank recorded net income attributable to Key of $349 million for the second quarter of 2025 compared to $206 million for the year-ago quarter
•Taxable-equivalent net interest income increased by $145 million, or 35.3%, compared to the second quarter of 2024
•Average loan and lease balances decreased $161 million, or 0.2%, compared to the second quarter of 2024, driven by a decline in commercial real estate loans and commercial lease financing
•Average deposit balances decreased $1.5 billion compared to the second quarter of 2024, driven by a reduction in higher-cost client balances
•Provision for credit losses decreased $3 million compared to the second quarter of 2024, driven by a lower reserve build as changes in the portfolio mix offset economic deterioration, as well as lower net loan charge-offs
•Noninterest income increased $61 million compared to the second quarter of 2024, primarily driven by an increase in investment banking and debt placement fees and commercial mortgage servicing fees
•Noninterest expense increased $18 million compared to the second quarter of 2024, driven by higher support and overhead expense


KeyCorp Reports Second Quarter 2025 Results     
July 22, 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 $185 billion at June 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 Second Quarter 2025 Results     
July 22, 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 9:00 a.m. ET, on July 22, 2025. A replay of the call will be available on our website through July 22, 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 Second Quarter 2025 Results     
July 22, 2025
Page 11



KeyCorp
Second Quarter 2025
Financial Supplement


    
Page



KeyCorp Reports Second Quarter 2025 Results     
July 22, 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 Second Quarter 2025 Results     
July 22, 2025
Page 13
Financial Highlights
(Dollars in millions, except per share amounts)
Three months ended
6/30/20253/31/20256/30/2024
Summary of operations
Net interest income (TE)$1,150 $1,105 $899 
Noninterest income690 668 627 
Total revenue (TE)
1,840 1,773 1,526 
Provision for credit losses138 118 100 
Noninterest expense1,154 1,131 1,079 
Income (loss) from continuing operations attributable to Key423 406 273 
Income (loss) from discontinued operations, net of taxes2 (1)1 
Net income (loss) attributable to Key425 405 274 
Income (loss) from continuing operations attributable to Key common shareholders387 370 237 
Income (loss) from discontinued operations, net of taxes2 (1)1 
Net income (loss) attributable to Key common shareholders389 369 238 
Per common share
Income (loss) from continuing operations attributable to Key common shareholders$.35 $.34 $.25 
Income (loss) from discontinued operations, net of taxes— — — 
Net income (loss) attributable to Key common shareholders (a)
.35 .34 .25 
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution.35 .33 .25 
Income (loss) from discontinued operations, net of taxes — assuming dilution— — — 
Net income (loss) attributable to Key common shareholders — assuming dilution (a)
.35 .33 .25 
Cash dividends declared.205 .205 .205 
Book value at period end15.32 14.89 13.09 
Tangible book value at period end12.83 12.40 10.13 
Market price at period end17.42 15.99 14.21 
Performance ratios
From continuing operations:
Return on average total assets.91 %.88 %.59 %
Return on average common equity9.26 9.30 7.96 
Return on average tangible common equity (b)
11.09 11.24 10.39 
Net interest margin (TE)2.66 2.58 2.04 
Cash efficiency ratio (b)
62.4 63.5 70.2 
From consolidated operations:
Return on average total assets.91 %.88 %.59 %
Return on average common equity9.31 9.28 7.99 
Return on average tangible common equity (b)
11.15 11.21 10.43 
Net interest margin (TE)2.66 2.58 2.04 
Loan to deposit (c)
72.9 70.2 74.0 
Capital ratios at period end
Key shareholders’ equity to assets10.5 %10.1 %7.9 %
Key common shareholders’ equity to assets9.2 8.8 6.6 
Tangible common equity to tangible assets (b)
7.8 7.4 5.2 
Common Equity Tier 1 (d)
11.7 11.8 10.5 
Tier 1 risk-based capital (d)
13.4 13.5 12.2 
Total risk-based capital (d)
15.7 16.0 14.7 
Leverage (d)
10.3 10.2 9.1 
Asset quality — from continuing operations
Net loan charge-offs
$102 $110 $91 
Net loan charge-offs to average loans
.39 %.43 %.34 %
Allowance for loan and lease losses
$1,446 $1,429 $1,547 
Allowance for credit losses
1,743 1,707 1,833 
Allowance for loan and lease losses to period-end loans
1.36 %1.36 %1.44 %
Allowance for credit losses to period-end loans
1.64 1.63 1.71 
Allowance for loan and lease losses to nonperforming loans208 208 218 
Allowance for credit losses to nonperforming loans250 249 258 
Nonperforming loans at period-end$696 $686 $710 
Nonperforming assets at period-end707 700 727 
Nonperforming loans to period-end portfolio loans.65 %.65 %.66 %
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets.66 .67 .68 
Trust assets
Assets under management$64,244 $61,053 $57,602 
Other data
Average full-time equivalent employees
17,105 16,989 16,646 
Branches
943 945 946 
Taxable-equivalent adjustment
$9 $9 $12 


KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 14
Financial Highlights (continued)
(Dollars in millions, except per share amounts)
Six months ended
6/30/20256/30/2024
Summary of operations
Net interest income (TE)$2,255 $1,785 
Noninterest income1,358 1,274 
Total revenue (TE)3,613 3,059 
Provision for credit losses256 201 
Noninterest expense2,285 2,222 
Income (loss) from continuing operations attributable to Key829 492 
Income (loss) from discontinued operations, net of taxes1 1 
Net income (loss) attributable to Key830 493 
Income (loss) from continuing operations attributable to Key common shareholders757 420 
Income (loss) from discontinued operations, net of taxes1 1 
Net income (loss) attributable to Key common shareholders758 421 
Per common share
Income (loss) from continuing operations attributable to Key common shareholders$.69 $.45 
Income (loss) from discontinued operations, net of taxes— — 
Net income (loss) attributable to Key common shareholders (a)
.69 .45 
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution.69 .45 
Income (loss) from discontinued operations, net of taxes — assuming dilution— — 
Net income (loss) attributable to Key common shareholders — assuming dilution (a)
.69 .45 
Cash dividends paid.41 .41 
Performance ratios
From continuing operations:
Return on average total assets.90 %.53 %
Return on average common equity9.28 7.00 
Return on average tangible common equity (b)
11.16 9.12 
Net interest margin (TE)2.62 2.03 
Cash efficiency ratio (b)
63.0 72.1 
From consolidated operations:
Return on average total assets.90 %.53 %
Return on average common equity9.29 7.02 
Return on average tangible common equity (b)
11.18 9.14 
Net interest margin (TE)2.62 2.03 
Asset quality — from continuing operations
Net loan charge-offs$212 $172 
Net loan charge-offs to average total loans.41 %.31 %
Other data
Average full-time equivalent employees17,047 16,699 
Taxable-equivalent adjustment18 23 
(a)Earnings per share may not foot due to rounding.
(b)The table entitled “GAAP to Non-GAAP Reconciliations” starting on page 14 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)June 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 Second Quarter 2025 Results     
July 22, 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,” “pre-provision net revenue," "adjusted pre-provision net revenue," “cash efficiency ratio," "adjusted taxable-equivalent revenue," "noninterest expense adjusted for selected items," "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.

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.

Noninterest expense adjusted for selected items is a non-GAAP measure in that it excludes significant or unusual items that management does not consider indicative of ongoing financial performance. Management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods.

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

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.
Three months endedSix months ended
6/30/20253/31/20256/30/20246/30/20256/30/2024
Tangible common equity to tangible assets at period-end
Key shareholders’ equity (GAAP)$19,484 $19,003 $14,789 
Less: Intangible assets2,770 2,774 2,793 
Preferred Stock (a)
2,446 2,446 2,446 
Tangible common equity (non-GAAP)$14,268 $13,783 $9,550 
Total assets (GAAP)$185,499 $188,691 $187,450 
Less: Intangible assets2,770 2,774 2,793 
Tangible assets (non-GAAP)$182,729 $185,917 $184,657 
Tangible common equity to tangible assets ratio (non-GAAP)7.81 %7.41 %5.17 %
Average tangible common equity
Average Key shareholders' equity (GAAP)$19,268 $18,632 $14,474 $18,952 $14,561 
Less: Intangible assets (average)2,772 2,777 2,796 2,774 2,798 
Preferred stock (average)2,500 2,500 2,500 2,500 2,500 
Average tangible common equity (non-GAAP)$13,996 $13,355 $9,178 $13,678 $9,263 
Return on average tangible common equity from continuing operations
Net income (loss) from continuing operations attributable to Key common shareholders (GAAP)$387 $370 $237 $757 $420 
Average tangible common equity (non-GAAP)13,996 13,355 9,178 13,678 9,263 
Return on average tangible common equity from continuing operations (non-GAAP)11.09 %11.24 %10.39 %11.16 %9.12 %
Return on average tangible common equity consolidated
Net income (loss) attributable to Key common shareholders (GAAP)$389 $369 $238 $758 $421 
Average tangible common equity (non-GAAP)13,996 13,355 9,178 13,678 9,263 
Return on average tangible common equity consolidated (non-GAAP)11.15 %11.21 %10.43 %11.18 %9.14 %
Pre-provision net revenue
Net interest income (GAAP)$1,141 $1,096 $887 $2,237 $1,762 
Plus: Taxable-equivalent adjustment9 9 12 18 23 
Noninterest income (GAAP)690 668 627 1,358 1,274 
Less: Noninterest expense (GAAP)1,154 1,131 1,079 2,285 2,222 
Pre-provision net revenue from continuing operations (non-GAAP)$686 $642 $447 $1,328 $837 
Adjusted pre-provision net revenue
Pre-provision net revenue from continuing operations (non-GAAP)$686 $642 $447 $1,328 $837 
Plus: Selected items(b)
— — 5 — 34 
Adjusted pre-provision net revenue from continuing operations (non-GAAP)$686 $642 $452 $1,328 $871 



KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 16
GAAP to Non-GAAP Reconciliations (continued)
(Dollars in millions)
Three months endedSix months ended
6/30/20253/31/20256/30/20246/30/20256/30/2024
Cash efficiency ratio
Noninterest expense (GAAP)$1,154 $1,131 $1,079 $2,285 $2,222 
Less: Intangible asset amortization5 5 7 10 15 
Noninterest expense less intangible asset amortization (non-GAAP)$1,149 $1,126 $1,072 $2,275 $2,207 
Net interest income (GAAP)$1,141 $1,096 $887 $2,237 $1,762 
Plus: Taxable-equivalent adjustment9 9 12 18 23 
Net interest income TE (non-GAAP)1,150 1,105 899 2,255 1,785 
Noninterest income (GAAP)690 668 627 1,358 1,274 
Total taxable-equivalent revenue (non-GAAP)$1,840 $1,773 $1,526 $3,613 $3,059 
Cash efficiency ratio (non-GAAP)62.4 %63.5 %70.2 %63.0 %72.1 %
Noninterest expense adjusted for selected items
Noninterest expense (GAAP)$1,154 $1,131 $1,079 $2,285 $2,222 
Plus: Selected items(b)
— — (5)— (34)
Noninterest expense adjusted for selected items (non-GAAP)$1,154 $1,131 $1,074 $2,285 $2,188 
Adjusted income (loss) available from continuing operations attributable to Key common shareholders
Income (loss) from continuing operations attributable to Key common shareholders (GAAP)$387 $370 $237 $757 $420 
Plus: Selected items (net of tax)(b)
— — 4 — 26 
Adjusted income (loss) available from continuing operations attributable to Key common shareholders (non-GAAP)$387 $370 $241 $757 $446 
Diluted earnings per common share (EPS) - adjusted
Diluted EPS from continuing operations attributable to Key common shareholders (GAAP)$.35 $.33 $.25 $.69 $.45 
Plus: EPS impact of selected items(b)
— — — — .02 
Diluted EPS from continuing operations attributable to Key common shareholders - adjusted (non-GAAP)$.35 $.33 $.25 $.69 $.47 
(a)Net of capital surplus.
(b)Additional detail provided in Selected Items table on page 24.
GAAP = U.S. generally accepted accounting principles




KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 17
Consolidated Balance Sheets
(Dollars in millions)
6/30/20253/31/20256/30/2024
Assets
Loans$106,389 $104,809 $107,078 
Loans held for sale530 811 517 
Securities available for sale40,669 40,751 37,460 
Held-to-maturity securities6,914 7,160 7,968 
Trading account assets1,374 1,296 1,219 
Short-term investments11,564 15,349 15,536 
Other investments1,058 1,050 1,259 
Total earning assets168,498 171,226 171,037 
Allowance for loan and lease losses(1,446)(1,429)(1,547)
Cash and due from banks1,766 1,909 1,326 
Premises and equipment599 602 631 
Goodwill2,752 2,752 2,752 
Other intangible assets18 22 41 
Corporate-owned life insurance4,423 4,404 4,382 
Accrued income and other assets8,654 8,958 8,532 
Discontinued assets235 247 296 
Total assets$185,499 $188,691 $187,450 
Liabilities
Deposits in domestic offices:
Interest-bearing deposits$119,230 $122,283 $117,570 
Noninterest-bearing deposits27,675 28,454 28,150 
Total deposits146,905 150,737 145,720 
Federal funds purchased and securities sold under repurchase agreements 20 22 25 
Bank notes and other short-term borrowings2,754 2,328 5,292 
Accrued expense and other liabilities4,273 4,209 4,755 
Long-term debt12,063 12,392 16,869 
Total liabilities166,015 169,688 172,661 
Equity
Preferred stock2,500 2,500 2,500 
Common shares1,257 1,257 1,257 
Capital surplus5,971 5,946 6,185 
Retained earnings14,886 14,724 15,706 
Treasury stock, at cost(2,629)(2,637)(5,715)
Accumulated other comprehensive income (loss)(2,501)(2,787)(5,144)
Key shareholders’ equity19,484 19,003 14,789 
Total liabilities and equity$185,499 $188,691 $187,450 
Common shares outstanding (000)1,112,453 1,111,986 943,200 
    





KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 18
Consolidated Statements of Income
(Dollars in millions, except per share amounts)
Three months ended
Six months ended
6/30/20253/31/20256/30/20246/30/20256/30/2024
Interest income
Loans$1,443 $1,401 $1,524 $2,844 $3,062 
Loans held for sale11 14 8 25 22 
Securities available for sale411 392 259 803 491 
Held-to-maturity securities61 63 73 124 148 
Trading account assets16 17 16 33 30 
Short-term investments157 174 192 331 334 
Other investments8 9 16 17 33 
Total interest income2,107 2,070 2,088 4,177 4,120 
Interest expense
Deposits730 753 817 1,483 1,599 
Federal funds purchased and securities sold under repurchase agreements4 1 1 5 2 
Bank notes and other short-term borrowings34 27 51 61 97 
Long-term debt198 193 332 391 660 
Total interest expense966 974 1,201 1,940 2,358 
Net interest income1,141 1,096 887 2,237 1,762 
Provision for credit losses138 118 100 256 201 
Net interest income after provision for credit losses1,003 978 787 1,981 1,561 
Noninterest income
Trust and investment services income146 139 139 285 275 
Investment banking and debt placement fees178 175 126 353 296 
Cards and payments income85 82 85 167 162 
Service charges on deposit accounts73 69 66 142 129 
Corporate services income76 65 68 141 137 
Commercial mortgage servicing fees70 76 61 146 117 
Corporate-owned life insurance income32 33 34 65 66 
Consumer mortgage income15 13 16 28 30 
Operating lease income and other leasing gains14 9 21 23 45 
Other income1 7 21 8 30 
Net securities gains (losses)— — (10)— (13)
Total noninterest income690 668 627 1,358 1,274 
Noninterest expense
Personnel705 680 636 1,385 1,310 
Net occupancy69 67 66 136 133 
Computer processing107 107 101 214 203 
Business services and professional fees48 40 37 88 78 
Equipment21 20 20 41 40 
Operating lease expense10 11 17 21 34 
Marketing24 21 21 45 40 
Other expense170 185 181 355 384 
Total noninterest expense1,154 1,131 1,079 2,285 2,222 
Income (loss) from continuing operations before income taxes539 515 335 1,054 613 
Income taxes (benefit)116 109 62 225 121 
Income (loss) from continuing operations423 406 273 829 492 
Income (loss) from discontinued operations, net of taxes2 (1)1 1 1 
Net income (loss)$425 $405 $274 $830 $493 
Income (loss) from continuing operations attributable to Key common shareholders$387 $370 $237 $757 $420 
Net income (loss) attributable to Key common shareholders389 369 238 758 421 
Per common share
Income (loss) from continuing operations attributable to Key common shareholders$.35 $.34 $.25 $.69 $.45 
Income (loss) from discontinued operations, net of taxes— — — — — 
Net income (loss) attributable to Key common shareholders (a)
.35 .34 .25 .69 .45 
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders$.35 $.33 $.25 $.69 $.45 
Income (loss) from discontinued operations, net of taxes— — — — — 
Net income (loss) attributable to Key common shareholders (a)
.35 .33 .25 .69 .45 
Cash dividends declared per common share$.205 $.205 $.205 $.410 $.410 
Weighted-average common shares outstanding (000)1,100,033 1,096,654 931,726 1,098,453 930,776 
Effect of common share options and other stock awards(b)
7,177 9,486 6,761 8,331 7,040 
Weighted-average common shares and potential common shares outstanding (000) (c)
1,107,210 1,106,140 938,487 1,106,784 937,816 
(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 Second Quarter 2025 Results     
July 22, 2025
Page 19
Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
(Dollars in millions)
Second Quarter 2025First Quarter 2025Second 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)
$55,604 $838 6.04 %$53,746 $800 6.04 %$54,599 $860 6.34 %
Real estate — commercial mortgage13,311 200 6.02 13,061 192 5.96 14,287 217 6.10 
Real estate — construction2,873 50 6.95 2,905 49 6.87 3,020 56 7.51 
Commercial lease financing2,524 22 3.59 2,653 23 3.52 3,193 28 3.46 
Total commercial loans74,312 1,110 5.99 72,365 1,064 5.96 75,099 1,161 6.22 
Real estate — residential mortgage19,446 162 3.34 19,737 165 3.33 20,515 169 3.30 
Home equity loans6,091 86 5.63 6,248 86 5.60 6,817 102 5.98 
Other consumer loans4,946 63 5.09 5,087 63 5.01 5,597 70 5.00 
Credit cards920 31 13.44 917 32 14.04 933 34 14.63 
Total consumer loans31,403 342 4.36 31,989 346 4.35 33,862 375 4.44 
Total loans105,715 1,452 5.51 104,354 1,410 5.47 108,961 1,536 5.66 
Loans held for sale770 11 5.72 815 14 6.70 599 8 5.42 
Securities available for sale (b), (e)
40,714 411 3.76 39,321 392 3.70 36,764 259 2.42 
Held-to-maturity securities (b)
7,038 61 3.46 7,274 63 3.46 8,123 73 3.59 
Trading account assets1,259 16 5.32 1,296 17 5.20 1,231 16 5.38 
Short-term investments13,489 157 4.67 15,211 174 4.63 13,729 192 5.62 
Other investments (e)
1,015 8 3.41 935 9 3.73 1,234 16 5.19 
Total earning assets170,000 2,116 4.90 169,206 2,079 4.86 170,641 2,100 4.77 
Allowance for loan and lease losses(1,424)(1,401)(1,534)
Accrued income and other assets18,224 18,285 17,476 
Discontinued assets239 254 305 
Total assets$187,039 $186,344 $186,888 
Liabilities
Money market deposits$42,586 $276 2.60 %$42,007 $275 2.65 %$39,364 $290 2.97 %
Demand deposits57,155 309 2.17 57,460 310 2.19 54,629 340 2.50 
Savings deposits4,631 1 .06 4,610 1 .06 5,189 2 .19 
Time deposits15,601 144 3.70 16,625 167 4.09 16,019 185 4.64 
Total interest-bearing deposits119,973 730 2.44 120,702 753 2.53 115,201 817 2.85 
Federal funds purchased and securities sold under repurchase agreements415 4 4.28 100 1 3.94 124 1 4.76 
Bank notes and other short-term borrowings3,288 34 4.27 2,273 27 4.74 3,617 51 5.57 
Long-term debt (f)
12,088 198 6.55 11,779 193 6.61 19,219 332 6.91 
Total interest-bearing liabilities135,764 966 2.86 134,854 974 2.92 138,161 1,201 3.49 
Noninterest-bearing deposits27,473 27,840 28,979 
Accrued expense and other liabilities4,295 4,764 4,969 
Discontinued liabilities (f)
239 254 305 
Total liabilities$167,771 $167,712 $172,414 
Equity
Total equity$19,268 $18,632 $14,474 
Total liabilities and equity$187,039 $186,344 $186,888 
Interest rate spread (TE)2.04 %1.94 %1.28 %
Net interest income (TE) and net interest margin (TE)$1,150 2.66 %$1,105 2.58 %$899 2.04 %
TE adjustment (b)
9912
Net interest income, GAAP basis$1,141 $1,096 $887 
(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 June 30, 2025, March 31, 2025, and June 30, 2024.
(c)For purposes of these computations, nonaccrual loans are included in average loan balances.
(d)Commercial and industrial average balances include $218 million, $213 million, and $218 million of assets from commercial credit cards for the three months ended June 30, 2025, March 31, 2025, and June 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 $43.8 billion, $42.7 billion, and $42.8 billion for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively. Yield based on the fair value of securities available for sale was 4.03%, 3.99%, and 2.82% for the three months ended June 30, 2025, March 31, 2025, and June 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 Second Quarter 2025 Results     
July 22, 2025
Page 20
Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
(Dollars in millions)
Six months ended June 30, 2025Six months ended June 30, 2024
AverageYield/AverageYield/
BalanceInterest (a)Rate (a)BalanceInterest (a)Rate (a)
Assets
Loans: (b), (c)
Commercial and industrial (d)
$54,680 $1,638 6.04 %$54,909 $1,714 6.28 %
Real estate — commercial mortgage13,187 3925.99 14,562 4466.16 
Real estate — construction2,889 99 6.91 3,030 113 7.51 
Commercial lease financing2,588 46 3.55 3,269 55 3.34 
Total commercial loans73,344 2,175 5.98 75,770 2,328 6.18 
Real estate — residential mortgage19,591 327 3.34 20,664 340 3.30 
Home equity loans6,169 172 5.62 6,921 206 5.98 
Other consumer loans5,016 126 5.05 5,699 142 5.00 
Credit cards919 62 13.74 943 69 14.78 
Total consumer loans31,695 687 4.35 34,227 757 4.44 
Total loans105,039 2,862 5.49 109,997 3,085 5.64 
Loans held for sale792 25 6.23 744 22 5.86 
Securities available for sale (b), (e)
40,021 803 3.73 36,926 491 2.29 
Held-to-maturity securities (b)
7,156 124 3.46 8,273 148 3.58 
Trading account assets1,277 33 5.26 1,171 30 5.30 
Short-term investments14,345 331 4.65 11,986 334 5.61 
Other investments (e)
975 17 3.57 1,235 33 5.29 
Total earning assets169,605 4,195 4.88 170,332 4,143 4.72 
Allowance for loan and lease losses(1,413)(1,519)
Accrued income and other assets18,254 17,412 
Discontinued assets246 317 
Total assets$186,692 $186,542 
Liabilities
Money market deposits$42,298 $551 2.63 %$38,512 $554 2.89 %
Other demand deposits57,307 619 2.18 55,383 697 2.53 
Savings deposits4,620 2 .06 5,221 3 .13 
Time deposits16,110 311 3.90 15,225 345 4.55 
Total interest-bearing deposits120,335 1,483 2.49 114,341 1599 2.81 
Federal funds purchased and securities sold under repurchase agreements258 5 4.22 115 2 4.42 
Bank notes and other short-term borrowings2,784 61 4.47 3,471 97 5.60 
Long-term debt (f)
11,934 391 6.58 19,378 660 6.81 
Total interest-bearing liabilities135,311 1,940 2.89 137,305 2,358 3.45 
Noninterest-bearing deposits27,655 29,189 
Accrued expense and other liabilities4,528 5,170 
Discontinued liabilities (f)
246 317 
Total liabilities$167,740 $171,981 
Equity
Total equity18,952 14,561 
Total liabilities and equity$186,692 $186,542 
Interest rate spread (TE)1.99 %1.27 %
Net interest income (TE) and net interest margin (TE)$2,255 2.62 %$1,785 2.03 %
TE adjustment (b)
1823 
Net interest income, GAAP basis$2,237 $1,762 
(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 six months ended June 30, 2025, and June 30, 2024, respectively.
(c)For purposes of these computations, nonaccrual loans are included in average loan balances.
(d)Commercial and industrial average balances include $216 million and $214 million of assets from commercial credit cards for the six months ended June 30, 2025, and June 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 $42.8 billion for the six months ended June 30, 2025, and June 30, 2024, respectively. Yield based on the fair value of securities available for sale was 4.01% and 2.66% for the six months ended June 30, 2025, and June 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 Second Quarter 2025 Results     
July 22, 2025
Page 21
Noninterest Expense
(Dollars in millions)
Three months endedSix months ended
6/30/20253/31/20256/30/20246/30/20256/30/2024
Personnel (a)
$705 $680 $636 $1,385 $1,310 
Net occupancy69 67 66 136 133 
Computer processing107 107 101 214 203 
Business services and professional fees48 40 37 88 78 
Equipment21 20 20 41 40 
Operating lease expense10 11 17 21 34 
Marketing24 21 21 45 40 
Other expense170 185 181 355 384 
Total noninterest expense$1,154 $1,131 $1,079 $2,285 $2,222 
Average full-time equivalent employees (b)
17,105 16,989 16,646 17,047 16,699 
(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 endedSix months ended
6/30/20253/31/20256/30/20246/30/20256/30/2024
Salaries and contract labor$427 $405 $394 $832 $783 
Incentive and stock-based compensation168 158 143 326 302 
Employee benefits108 109 98 217 224 
Severance2 8 1 10 1 
Total personnel expense$705 $680 $636 $1,385 $1,310 

Loan Composition
(Dollars in millions)
Change 6/30/2025 vs.
6/30/20253/31/20256/30/20243/31/20256/30/2024
Commercial and industrial (a)(b)
$56,058 $54,378 $53,129 3.1 %5.5 %
Commercial real estate:
Commercial mortgage13,862 13,239 14,218 4.7 (2.5)
Construction2,830 2,929 3,077 (3.4)(8.0)
Total commercial real estate loans16,692 16,168 17,295 3.2 (3.5)
Commercial lease financing (b)
2,472 2,576 3,101 (4.0)(20.3)
Total commercial loans75,222 73,122 73,525 2.9 2.3 
Real estate — residential mortgage19,330 19,622 20,380 (1.5)(5.2)
Home equity loans6,023 6,154 6,729 (2.1)(10.5)
Other consumer loans4,881 5,000 5,514 (2.4)(11.5)
Credit cards933 911 930 2.4 .3 
Total consumer loans31,167 31,687 33,553 (1.6)(7.1)
Total loans (c), (d)
$106,389 $104,809 $107,078 1.5 %(.6)%
(a)Loan balances include $220 million, $218 million, and $217 million of commercial credit card balances at June 30, 2025, March 31, 2025, and June 30, 2024, respectively.
(b)Commercial and industrial includes receivables held as collateral for a secured borrowing of $192 million at March 31, 2025 and $285 million at June 30, 2024. Commercial lease financing includes receivables held as collateral for a secured borrowing of $2 million, $2 million, and $5 million at June 30, 2025, March 31, 2025, and June 30, 2024, respectively. Principal reductions are based on the cash payments received from these related receivables.
(c)Total loans exclude loans of $230 million at June 30, 2025, $243 million at March 31, 2025, and $291 million at June 30, 2024, related to the discontinued operations of the education lending business.
(d)Accrued interest of $465 million, $448 million, and $502 million at June 30, 2025, March 31, 2025, and June 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 6/30/2025 vs.
6/30/20253/31/20256/30/20243/31/20256/30/2024
Commercial and industrial$158 $252 $72 (37.3)%119.4 %
Real estate — commercial mortgage290 473 354 (38.7)(18.1)
Real estate — residential mortgage82 86 91 (4.7)(9.9)
Total loans held for sale$530 $811 $517 (34.6)%2.5 %


KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 22
Summary of Changes in Loans Held for Sale
(Dollars in millions)
2Q251Q254Q243Q242Q24
Balance at beginning of period$811 $797 $1,058 $517 $228 
New originations1,806 1,840 2,915 2,473 1,532 
Transfers from (to) held to maturity, net(71)6 — (16)(1)
Loan sales(2,012)(1,695)(3,039)(1,889)(1,234)
Loan draws (payments), net(1)(138)(136)(28)(7)
Valuation and other adjustments(3)1 (1)1 (1)
Balance at end of period$530 $811 $797 $1,058 $517 

Summary of Loan and Lease Loss Experience From Continuing Operations
(Dollars in millions)
Three months endedSix months ended
6/30/20253/31/20256/30/20246/30/20256/30/2024
Average loans outstanding$105,715 $104,354 $108,961 $105,039 $109,997 
Allowance for loan and lease losses at the beginning of the period$1,429 $1,409 $1,542 $1,409 $1,508 
Loans charged off:
Commercial and industrial94 62 86 156 148 
Real estate — commercial mortgage6 36 10 42 15 
Real estate — construction— — — — — 
Total commercial real estate loans6 36 10 42 15 
Commercial lease financing2 — 6 2 6 
Total commercial loans102 98 102 200 169 
Real estate — residential mortgage— 1 1 1 2 
Home equity loans— 1 — 1 1 
Other consumer loans13 14 16 27 32 
Credit cards12 12 12 24 24 
Total consumer loans25 28 29 53 59 
Total loans charged off127 126 131 253 228 
Recoveries:
Commercial and industrial19 10 31 29 39 
Real estate — commercial mortgage1 — 1 1 1 
Real estate — construction— — — — — 
Total commercial real estate loans1 — 1 1 1 
Commercial lease financing— — 3 — 5 
Total commercial loans20 10 35 30 45 
Real estate — residential mortgage1 1 1 2 3 
Home equity loans1 1 — 2 1 
Other consumer loans2 2 2 4 4 
Credit cards1 2 2 3 3 
Total consumer loans5 6 5 11 11 
Total recoveries25 16 40 41 56 
Net loan charge-offs(102)(110)(91)(212)(172)
Provision (credit) for loan and lease losses119 130 96 249 211 
Allowance for loan and lease losses at end of period$1,446 $1,429 $1,547 $1,446 $1,547 
Liability for credit losses on lending-related commitments at beginning of period$278 $290 $281 $290 $296 
Provision (credit) for losses on lending-related commitments19 (12)4 7 (10)
Other— — 1 — — 
Liability for credit losses on lending-related commitments at end of period (a)
$297 $278 $286 $297 $286 
Total allowance for credit losses at end of period$1,743 $1,707 $1,833 $1,743 $1,833 
Net loan charge-offs to average total loans.39 %.43 %.34 %.41 %.31 %
Allowance for loan and lease losses to period-end loans1.36 1.36 1.44 1.36 1.44 
Allowance for credit losses to period-end loans1.64 1.63 1.71 1.64 1.71 
Allowance for loan and lease losses to nonperforming loans208 208 218 208 218 
Allowance for credit losses to nonperforming loans250 249 258 250 258 
Discontinued operations — education lending business:
Loans charged off$1 $1 $1 $1 $2 
Recoveries— — 1 — 1 
Net loan charge-offs$(1)$(1)$— $(1)$(1)
(a)Included in "Accrued expense and other liabilities" on the balance sheet.


KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 23
Asset Quality Statistics From Continuing Operations
(Dollars in millions)
2Q251Q254Q243Q242Q24
Net loan charge-offs$102 $110 $114 $154 $91 
Net loan charge-offs to average total loans.39 %.43 %.43 %.58 %.34 %
Allowance for loan and lease losses$1,446 $1,429 $1,409 $1,494 $1,547 
Allowance for credit losses (a)
1,743 1,707 1,699 1,774 1,833 
Allowance for loan and lease losses to period-end loans1.36 %1.36 %1.35 %1.42 %1.44 %
Allowance for credit losses to period-end loans1.64 1.63 1.63 1.68 1.71 
Allowance for loan and lease losses to nonperforming loans208 208 186 205 218 
Allowance for credit losses to nonperforming loans250 249 224 244 258 
Nonperforming loans at period end$696 $686 $758 $728 $710 
Nonperforming assets at period end707 700 772 741 727 
Nonperforming loans to period-end portfolio loans.65 %.65 %.73 %.69 %.66 %
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets
.66 .67 .74 .70 .68 
        
(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)
6/30/20253/31/202512/31/20249/30/20246/30/2024
Commercial and industrial$280 $288 $322 $365 $358 
Real estate — commercial mortgage226 206 243 176 173 
Real estate — construction— — — — — 
Total commercial real estate loans226 206 243 176 173 
Commercial lease financing— — — — 1 
Total commercial loans506 494 565 541 532 
Real estate — residential mortgage95 94 92 87 77 
Home equity loans84 87 89 90 91 
Other Consumer loans4 4 5 4 4 
Credit cards7 7 7 6 6 
Total consumer loans190 192 193 187 178 
Total nonperforming loans (a)
696 686 758 728 710 
OREO11 14 14 13 17 
Total nonperforming assets$707 $700 $772 $741 $727 
Accruing loans past due 90 days or more$74 $86 $90 $166 $137 
Accruing loans past due 30 through 89 days266 281 206 184 282 
Nonperforming assets from discontinued operations — education lending business 2 1 2 2 3 
Nonperforming loans to period-end portfolio loans.65 %.65 %.73 %.69 %.66 %
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets
.66 .67 .74 .70 .68 

Summary of Changes in Nonperforming Loans From Continuing Operations
(Dollars in millions)
2Q251Q254Q243Q242Q24
Balance at beginning of period$686 $758 $728 $710 $658 
Loans placed on nonaccrual status233 170 309 271 317 
Charge-offs(127)(126)(131)(167)(131)
Loans sold— — (13)(32)(22)
Payments(74)(57)(111)(37)(76)
Transfers to OREO(1)(2)(2)(1)(1)
Loans returned to accrual status(21)(57)(22)(16)(35)
Balance at end of period$696 $686 $758 $728 $710 


KeyCorp Reports Second Quarter 2025 Results     
July 22, 2025
Page 24
Line of Business Results
(Dollars in millions)
Change 2Q25 vs.
2Q251Q254Q243Q242Q241Q252Q24
Consumer Bank
Summary of operations
Total revenue (TE)$912 $871 $865 $800 $758 4.7 %20.3 %
Provision for credit losses55 43 43 52 33 27.9 66.7 
Noninterest expense696 675 713 649 648 3.1 7.4 
Net income (loss) attributable to Key122 116 83 75 59 5.2 106.8 
Average loans and leases36,137 36,819 37,567 38,332 39,174 (1.9)(7.8)
Average deposits88,002 88,306 87,476 86,431 85,397 (.3)3.1 
Net loan charge-offs40 52 63 54 45 (23.1)(11.1)
Net loan charge-offs to average total loans.44 %.57 %.67 %.56 %.46 %(22.8)(4.3)
Nonperforming assets at period end$196 $201 $201 $195 $190 (2.5)3.2 
Return on average allocated equity16.20 %15.15 %10.24 %9.01 %6.98 %6.9 132.1 
Commercial Bank
Summary of operations
Total revenue (TE)$974 $942 $1,001 $866 $768 3.4 %26.8 %
Provision for credit losses84 75 (3)41 87 12.0 (3.4)
Noninterest expense449 462 515 444 431 (2.8)4.2 
Net income (loss) attributable to Key349 321 381 299 206 8.7 69.4 
Average loans and leases69,087 67,056 66,691 67,452 69,248 3.0 (.2)
Average loans held for sale707 754 1,247 998 522 (6.2)35.4 
Average deposits55,886 57,436 59,687 58,696 57,360 (2.7)(2.6)
Net loan charge-offs62 57 52 99 64 8.8 (3.1)
Net loan charge-offs to average total loans.36 %.34 %.31 %.58 %.37 %5.9 (2.7)
Nonperforming assets at period end$511 $499 $571 $546 $537 2.4 (4.8)
Return on average allocated equity14.45 %13.77 %15.58 %11.94 %8.27 %4.9 74.7 
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 June 30, 2025
No items$— $— $— 
Three months ended March 31, 2025
No items— — — 
Three months ended December 31, 2024
Loss on sale of securities(b)
(915)(657)(0.66)
Scotiabank investment agreement valuation (other income)(3)(2)— 
FDIC special assessment (other expense)(d)
3 2 — 
Three months ended September 30, 2024
Loss on sale of securities(b)
(918)(737)(0.77)
FDIC special assessment (other expense)(d)
6 5 — 
Three months ended June 30, 2024
FDIC special assessment (other expense)(d)
(5)(4)— 
Three months ended March 31, 2024
FDIC special assessment (other expense)(d)
(29)(22)(0.02)
Year to date results
Six months ended June 30, 2025
No items$— $— $— 
Six months ended June 30, 2024
FDIC special assessment (other expense)(d)
(34)(26)(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, and December 31, 2024, represent adjustments from initial estimates based on quarterly invoices received from the FDIC.
(e)Earnings per share may not foot due to rounding.

KeyCorp Second Quarter 2025 Earnings Review July 22, 2025 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer

 
2Q25 Results +10% Noninterest Income Growth YoY $64Bn In Assets Under Management(1) Differentiated Fee Businesses Focused on Targeted Scale +3% Commercial Loan Growth QoQ +2% Client Deposits and Net New Relationship Household Growth YoY Driving New Relationships Focused on Primacy 11.7% Common Equity Tier 1(2), up ~120bps YoY 10.0% Marked Common Equity Tier 1(2),(3), up ~270bps YoY Strengthening the Balance Sheet Risk Management Excellence 66bps NPAs / Loans + OREO, down 1bp QoQ 39bps NCOs / Average Loans, down 4bps QoQ (1) as of 6/30/2025; (2) 6/30/2025 ratio is estimated; (3) Adjusted for unrealized AFS Securities and Pension losses and non-GAAP measure: see appendix for reconciliation 2

 
Financial Review

 
2Q25 Highlights Reported QoQ ▪ EPS of $0.35, up 6% QoQ and up 40% YoY ▪ Revenue up 4% QoQ and up 21% YoY – Net interest income up 4% QoQ and up 28% YoY – NIM of 2.66% up 8 basis points QoQ – Noninterest income up 3% QoQ and up 10% YoY ▪ Noninterest expenses up 2% QoQ and up 7% YoY – Implies 14% of total operating leverage and 3% of fee- based operating leverage on a YoY basis ▪ Period-end loans up 2% QoQ ▪ Credit quality metrics remained stable to improved across NCOs, NPLs, criticized loans and delinquencies ▪ CET1 ratio relatively stable at 11.7%(2) ▪ Tangible book value per common share increased 27% YoY YoY $ in millions, excluding per share metrics From continuing operations, unless otherwise noted EPS $ 0.35 6.1 % 40.0 % Net Interest Income (TE) (1) $ 1,150 4.1 % 27.9 % Noninterest Income $ 690 3.3 % 10.0 % Revenue (TE) (1) $ 1,840 3.8 % 20.6 % Noninterest Expense $ 1,154 2.0 % 7.0 % Provision for Credit Losses $ 138 16.9 % 38.0 % CET1(2) 11.7 % (11) bps 120 bps Cash Efficiency Ratio(1) 62.4 % (106) bps (780) bps ROTCE(1) 11.1 % (15) bps 70 bps Tangible Book Value per Common Share $ 12.83 3.5 % 26.7 % (1) Non-GAAP measure: see appendix for reconciliation; (2) 6/30/2025 ratio is estimated 4

 
$104.8 $1.7 $0.5 $(0.3) $(0.1) $(0.2) $106.4 3/31/25 C&I CRE Residential Mortgage Comm'l Lease Other Consumer 6/30/25 ▪ ~66% variable rate, or 44% after adjusting for loans swapped to a fixed rate; loan yields would have been 5.84% in second quarter 2025 excluding the impact from hedges(3) ▪ ~91% of commercial loans are made to clients who do additional business with Key(4) ▪ ~56% of the C&I portfolio is investment grade; Consumer book has a 767 weighted average FICO at origination ▪ C&I line utilization: 32% in 2Q25 (up 50bps from 1Q25) ▪ Average loans up $1.4Bn – Increase in average commercial loans (+2.7%) primarily driven by an increase in C&I loans, and to a lesser extent CRE loans – Partially offset by a decline in total consumer loans (-1.8%), primarily reflective of the intentional run-off of low-yielding consumer mortgage loans 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 5 $109.0 $106.2 $104.7 $104.4 $105.7 $75.1 $73.1 $72.1 $72.4 $74.3 $33.9 $33.2 $32.6 $32.0 $31.4 5.66% 5.73% 5.55% 5.47% 5.51% 2Q24 3Q24 4Q24 1Q25 2Q25 3/ 5 6/ / 5CRE(1) ther(2) c

 
▪ Average deposits down 0.7% – Driven by a reduction in higher-cost commercial client balances and retail CDs – Consumer deposits excluding CDs up 1.5% ▪ Total deposit costs declined by 7 basis points – Interest-bearing deposit costs declined by 9 basis points – Cumulative down interest-bearing deposit beta: ~55%(3) 36% 18%7% 29% 7%3% 11%3% 19% 39% 29% vs. Prior Quarter Deposit Franchise Highlights ▪ Client deposits up 2% year-over-year ▪ NIB deposits: 23% of total deposits including hybrid accounts ▪ Commercial deposit balances driven by relationship clients – 79% of commercial deposits in core operating accounts – 95% of commercial deposits have an operating account ▪ Loan-to-deposit ratio: 73%(4) 2Q25 Product Mix Time deposits Savings Noninterest- bearing Demand 2Q25 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 6 $144.2 $147.8 $149.7 $148.5 $147.4 $85.4 $86.4 $87.5 $88.3 $88.0 $57.4 $58.7 $59.7 $57.4 $55.9 2.28% 2.39% 2.18% 2.06% 1.99% 2Q24 3Q24 4Q24 1Q25 2Q25 $ in billions

 
$1,105 $13 $9 $8 $6 $9 $1,150 Beta Mgmt & Rate Impacts Swap Maturities Fixed-Rate Securities Repricing Balance Sheet Mix Day Count & Other $899 $964 $1,061 $1,105 $1,150 2.04% 2.17% 2.41% 2.58% 2.66% Net Interest Income (TE) Net Interest Margin (TE) 2Q24 3Q24 4Q24 1Q25 2Q25 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% +28% NII Walk (TE) NIM Walk (TE) 7 2.58% 3 bps 2 bps 2 bps 2 bps (1) bps 2.66% Beta Mgmt & Rate Impacts Swap Maturities Fixed-Rate Securities Repricing Balance Sheet Mix Other From continuing operations, $ in millions 1Q25 2Q25 1Q25 2Q25

 
2Q24 1Q25 2Q25 YoY QoQ Investment Banking & Debt Placement $126 $175 $178 41% 2% Trust & Investment Services 139 139 146 5% 5% Cards & Payments 85 82 85 — 4% Corporate Services 68 65 76 12% 17% Service Charges on Deposits 66 69 73 11% 6% Commercial Mortgage Servicing 61 76 70 15% (8)% Other(1) 82 62 62 (24)% — (1) 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 ▪ Noninterest income up $63MM (+10%) – Investment banking and debt placement fees were $178MM (+41%), reflecting higher syndications, commercial real estate, and equity issuance activity ▪ Second best first half in our company’s history – Commercial mortgage servicing fee growth reflects record special servicing balances – Commercial payments fee-equivalent revenue grew 9% – Record AUM ($64Bn) and record first half of the year in mass affluent segment sales production – Partly offset by a decrease in other income (-$20MM), mainly from lower operating lease income and fixed income trading 8 $627 $668 $690 2Q24 1Q25 2Q25 +10% YoY $ in millions; Illustrative, not drawn to scale

 
+3% ▪ Noninterest expense up $75MM (+7%), or 6% excluding a $10MM charitable contribution – Driven by higher personnel expense (+$69MM), primarily related to incentive compensation associated with strong fee generation and continued investments in people, as well as higher other business services and professional fees (+$11MM) ▪ On pace to increase front-line bankers and client advisors by ~10% in 2025 $1,079 $1,131 $1,154 $636 $680 $705 $438 $451 $449 2Q24 1Q25 2Q25 Personnel Non-personnel (1) YoY +11% +7% QoQ — +4% +2% $ in millions Noninterest Expense vs. Prior Quarter ▪ Noninterest expense increase of $23MM – Driven by personnel expense (+$25MM), primarily related to incentive compensation associated with strong fee generation and continued investments in people, as well as business services and professional fees (+ $8MM) – Partly offset by a decrease in other expense (-$15MM) % change vs. Prior Year (1) 2Q24 excludes FDIC special assessment; (2) FDIC Special Assessment, please see slide 21 for breakout on Selected Items Impact on Earnings 9 $5(2)

 
0.26% 0.17% 0.20% 0.27% 0.25% 0.13% 0.16% 0.09% 0.08% 0.07% 30-89 days delinquent 90+ days delinquent 2Q24 3Q24 4Q24 1Q25 2Q25 $6,973 $6,841 $6,337 $6,265 $6,062 6.5% 6.5% 6.1% 6.0% 5.7% Criticized Outstandings Criticized Outstandings to Period-end Total Loans 2Q24 3Q24 4Q24 1Q25 2Q25 $727 $741 $772 $700 $707 0.68% 0.70% 0.74% 0.67% 0.66% NPAs NPAs to Period-end Total Loans plus OREO and other NPAs 2Q24 3Q24 4Q24 1Q25 2Q25 (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 $ in millions; Continuing Operations Nonperforming Asset (NPA) Ratio(1) $ in millions Credit Quality Continuing Operations 10 $91 $154 $114 $110 $102$100 $95 $39 $118 $138 0.34% 0.58% 0.43% 0.43% 0.39% NCOs Provision for credit losses NCOs to Average Loans 2Q24 3Q24 4Q24 1Q25 2Q25

 
$(2.8) $(2.5) $(2.3) $(2.1) $(2.4) $(2.2) $(2.1) $(2.0) 7.3% 8.6% 9.7% 9.9% 10.0% 2Q24 3Q24 4Q24 1Q25 2Q25 10.5% 10.8% 11.9% 11.8% 11.7% 2Q24 3Q24 4Q24 1Q25 2Q25 5.2% 6.2% 7.0% 7.4% 7.8% 2Q24 3Q24 4Q24 1Q25 2Q25 $ in billions Tangible Common Equity Ratio(2) Common Equity Tier 1(1) Projected AOCI Impacts (Forward Curve) (1) 6/30/2025 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 ~2 rate cuts in 2025, ~3 cuts in 2026, and 2-5 year UST rates slightly steeper Capital ~15% Forward Rates(3)AOCI Position 3/31/25 ~10% 12/31/25 12/31/26 AFS AOCI Other AOCI Marked Common Equity Tier 1(2) 6/30/25 ~120bps ~10% ~260bps ~270bps 11

 
2025 Outlook FY2025 (vs. FY2024) Ranges are shown on an operating basis (1) Represents a forward-looking Non-GAAP measure: Refer to slide 22, "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 21 for breakout on 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 down 1 – 3% (previously down 2 – 5%) up ~2% vs. YE 2024 (previously Flat vs. YE 2024) up ~5% (previously up 2 – 4%) Average Loans Ending Loans PE Commercial Loans $2,645(2) up 5%+Adjusted Noninterest Income(1) $4,520(3) up 3 – 5%Adjusted Noninterest Expense(1) $3,810 up 20 – 22% (previously up ~20%) 11%+ 4Q25 vs. 4Q24 (previously 10%+ 4Q25 vs. 4Q24) ~2.75% in 4Q25 (previously 2.70%+ in 4Q25) Net Interest Income (TE) (1) Net Interest Margin ~21 – 22% ~23 – 24% GAAP Tax Rate Tax-equivalent Effective Rate(4) 41 bps 40 – 45 bpsNCOs to Average Loans 12

 
Appendix

 
(1) Based on 6/30/2025 period-end balances; chart may not foot due to rounding; (2) Yield is calculated on an amortized cost basis Loan Composition(1) $ in billions Average Total Investment Securities Fixed-rate Asset Repricing Tailwinds – 3Q25 to 2026 Balance Sheet Management Detail 14 $44.9 $44.5 $45.5 $46.6 $47.8 $8.1 $7.8 $7.5 $7.3 $7.0 $36.8 $36.7 $38.0 $39.3 $40.7 2.61% 2.98% 3.40% 3.64% 3.71% Average HTM Securities Average AFS Securities Average Yield 2Q24 3Q24 4Q24 1Q25 2Q25 3M SOFR 10% Other 1% (2) $ in billions 3Q25 4Q25 1Q26 2Q26 3Q26 4Q26 2025 2026 Projected receive-fixed swaps maturities $0.4 $1.4 $2.8 $2.2 $2.2 $1.9 $1.8 $9.1 Weighted-average rate received (%) 2.19% 1.96% 2.63% 2.95% 2.82% 2.73% 2.01% 2.78% Projected fixed rate loans cash flows / maturities $1.9 $1.7 $1.7 $1.8 $1.8 $1.8 $3.6 $7.0 Weighted-average rate received (%) 3.84% 3.90% 3.96% 4.00% 4.07% 4.14% 3.87% 4.04% Memo: Projected Residential Mortgages $0.7 $0.6 $0.6 $0.6 $0.7 $0.6 $1.3 $2.4 Memo: Weighted-average rate received (%) 3.44% 3.47% 3.50% 3.55% 3.60% 3.66% 3.45% 3.58% Projected fixed rate investment securities cash flows / maturities $1.9 $2.0 $1.9 $2.0 $2.0 $1.9 $3.9 $7.8 Weighted-average rate received (%) 3.31% 3.77% 3.77% 3.48% 3.90% 4.02% 3.55% 3.79% Memo: Projected fixed rate MBS cash flows / maturities $1.2 $1.3 $1.2 $1.3 $1.3 $1.2 $2.5 $4.9 Memo: Weighted-average rate received (%) 3.49% 3.49% 3.44% 3.45% 3.53% 3.70% 3.49% 3.53% 1M SOFR 21% O/N SOFR 26%Fixed 34% Prime 7%

 
Hedging Strategy Opportunity $ in billions 6/30/2025 Debt Hedges $10.8 Securities Hedges(2) $9.4 Floor Spreads $3.3 (1) Portfolio as of 6/30/2025, includes already executed forward starting swaps; (2) AFS securities swapped to floating rate Other Hedge Positions ▪ Executed $1.0B of forward-starting receive-fixed swaps that begin accruing from 3Q25 to 4Q25 with a weighted average receive rate of 3.6% 2Q25 ALM Hedge Actions 2.9% 3.1% 3.3% 3.4% 3.4% 3.5% 3.8% 3Q25 4Q25 1Q26 2Q26 YE26 YE27 $0.4 $1.4 $2.8 $2.2 $9.1 $9.7 2.2% 2.0% 2.6% 3.0% 2.8% 3.0% W.A. Receive- fixed Rate Maturing Swaps ($B) W.A. Receive-fixed Rate Receive-fixed Asset Swaps(1) $ in billions; ending balances ▪ Forward starting cash flow hedges of $14.5B – WA receive rate: 3.8% – $5.8B starting in 3Q25 (3.8% WA receive rate) – $6.5B starting in 4Q25 (3.8% WA receive rate) – $2.2B starting in 1Q26 (4.1% WA receive rate) Forward Starting Swaps as of 6/30 15

 
7.1% 10.7% 4.3% 0.5% 1.5% 1.9% 0.3% C&I CRE Comm'l Lease Resi Mtg Home Equity Credit Cards Other Consumer 0.54% 0.15% 0.27% 4.24% 0.92% (0.02)% (0.02)% 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 6/30/2025 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 $220 million of commercial credit card balances at June 30, 2025; (4) Commercial lease financing includes receivables held as collateral for a secured borrowing of $2 million at June 30, 2025. Principal reductions are based on the cash payments received from these related receivables. NCOs to Average Loans (%)(1),(2) ↓ 122bps QoQ ↓ 30bps QoQ 16 Allowance for Credit Losses (ACL) Allowance to NPLs (%)(2) Criticized Outstandings to Period-end Loans (%)(2) 242% 167% 71% 83% N/M N/M N/M C&I CRE Comm'l Lease Resi Mtg Home Equity Credit Cards Other Consumer $1,833 $1,774 $1,699 $1,707 $1,743 1.71% 1.68% 1.63% 1.63% 1.64% ACL ACL to Period-end Loans 2Q24 3Q24 4Q24 1Q25 2Q25

 
GAAP to Non-GAAP Reconciliation $ in millions 2Q25 1Q25 2Q24 Tangible common equity to tangible assets at period end Key shareholders’ equity (GAAP) $ 19,484 $ 19,003 $ 14,789 Less: Intangible assets 2,770 2,774 2,793 Preferred stock(1) 2,446 2,446 2,446 Tangible common equity (non-GAAP) $ 14,268 $ 13,783 $ 9,550 Total assets (GAAP) $ 185,499 $ 188,691 $ 187,450 Less: Intangible assets 2,770 2,774 2,793 Tangible assets (non-GAAP) $ 182,729 $ 185,917 $ 184,657 Tangible common equity to tangible assets ratio (non-GAAP) 7.81 % 7.41 % 5.17 % Average tangible common equity Average Key shareholders’ equity (GAAP) $ 19,268 $ 18,632 $ 14,474 Less: Intangible assets (average) 2,772 2,777 2,796 Preferred stock (average) 2,500 2,500 2,500 Average tangible common equity (non-GAAP) $ 13,996 $ 13,355 $ 9,178 Return on average tangible common equity from continuing operations Net income (loss) from continuing operations attributable to Key common shareholders (GAAP) $ 387 $ 370 $ 237 Average tangible common equity (non-GAAP) 13,996 13,355 9,178 Return on average tangible common equity from continuing operations (non-GAAP) 11.09 % 11.24% % 10.39% % Return on average tangible common equity consolidated Net income (loss) attributable to Key common shareholders (GAAP) $ 389 $ 369 $ 238 Average tangible common equity (non-GAAP) 13,996 13,355 9,178 Return on average tangible common equity consolidation (non-GAAP) 11.15 % 11.21% % 10.43% % (1) Net of capital surplus 17

 
$ in millions 2Q25 1Q25 2Q24 Pre-provision net revenue Net interest income (GAAP) $ 1,141 $ 1,096 $ 887 Plus: Taxable-equivalent adjustment 9 9 12 Noninterest income 690 668 627 Less: Noninterest expense 1,154 1,131 1,079 Pre-provision net revenue from continuing operations (non-GAAP) $ 686 $ 642 $ 447 Adjusted pre-provision net revenue Pre-provision net revenue from continuing operations (non-GAAP) $ 686 $ 642 $ 447 Plus: Selected items(1) — — 5 Adjusted pre-provision net revenue from continuing operations (non-GAAP) $ 686 $ 642 $ 452 Cash efficiency ratio Noninterest expense (GAAP) $ 1,154 $ 1,131 $ 1,079 Less: Intangible asset amortization 5 5 7 Noninterest expense less intangible asset amortization (non-GAAP) $ 1,149 $ 1,126 $ 1,072 Net interest income (GAAP) $ 1,141 $ 1,096 $ 887 Plus: Taxable-equivalent adjustment 9 9 12 Net interest income TE (non-GAAP) 1,150 1,105 899 Noninterest income (GAAP) 690 668 627 Total taxable-equivalent revenue (non-GAAP) $ 1,840 $ 1,773 $ 1,526 Cash efficiency ratio (non-GAAP) 62.4 % 63.5 % 70.2 % (1) See slide 21 for breakout on Selected Items Impact on Earnings 18 GAAP to Non-GAAP Reconciliation

 
$ in millions 2Q25 1Q25 2Q24 Noninterest expense adjusted for selected items Noninterest expense (GAAP) $ 1,154 $ 1,131 $ 1,079 Plus: Selected Items(1) — — (5) Noninterest expense adjusted for selected items (non-GAAP) $ 1,154 $ 1,131 $ 1,074 Adjusted income (loss) available from continuing operations attributable to Key common shareholders Income (loss) from continuing operations attributable to Key common shareholders (GAAP) $ 387 $ 370 $ 237 Plus: Selected Items (net of tax)(1) — — 4 Adjusted income (loss) available from continuing operations attributable to Key common shareholders (non-GAAP) $ 387 $ 370 $ 241 Diluted earnings per common share (EPS) - adjusted Diluted EPS from continuing operations attributable to Key common shareholders (GAAP) $ 0.35 $ 0.33 $ 0.25 Plus: EPS impact of selected items(1) — — — Diluted EPS from continuing operations attributable to Key common shareholders - adjusted (non-GAAP) $ 0.35 $ 0.33 $ 0.25 (1) See slide 21 for breakout on Selected Items Impact on Earnings 19 GAAP to Non-GAAP Reconciliation

 
CET1 – AOCI Impact(1) ($ in millions) 2Q25 1Q25 4Q24 3Q24 2Q24 Common Equity Tier 1 (A) $ 16,774 $ 16,549 $ 16,489 $ 15,043 $ 14,893 Add: AFS and Pension accumulated other Comprehensive income (loss) (2,476) (2,601) (3,032) (3,118) (4,530) Marked Common Equity Tier 1 (B) $ 14,298 $ 13,948 $ 13,457 $ 11,925 $ 10,363 Risk Weighted Assets (C) $ 143,701 $ 140,513 $ 138,296 $ 138,933 $ 142,179 Common Equity Tier 1 Ratio (A/C) 11.7 % 11.8 % 11.9 % 10.8 % 10.5 % Marked CET1 Ratio (B/C) 10.0 % 9.9 % 9.7 % 8.6 % 7.3 % (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) 2Q25 1Q25 4Q24 3Q24 2Q24 Loan Yield 5.5 % 5.5 % 5.6 % 5.7 % 5.7 % Subtract: Loan Yield Impact of Realized Hedge Gains/(Losses) (0.3) % (0.4) % (0.5) % (0.7) % (0.7) % Loan Yield Excluding Impact from Hedges 5.8 % 5.8 % 6.1 % 6.4 % 6.4 % 20 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, and December 31, 2024, 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 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 Six months ended June 30, 2025 No items $ — $ — $ — Six months ended June 30, 2024 FDIC special assessment (other expense)(4) (34) (26) (0.02) 21 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 22

 
Exhibit 99.3
Consolidated Balance Sheets
(dollars in millions)
6/30/20253/31/20256/30/2024
Assets
Loans$106,389 $104,809 $107,078 
Loans held for sale 530 811 517 
Securities available for sale40,669 40,751 37,460 
Held-to-maturity securities6,914 7,160 7,968 
Trading account assets1,374 1,296 1,219 
Short-term investments11,564 15,349 15,536 
Other investments1,058 1,050 1,259 
Total earning assets168,498 171,226 171,037 
Allowance for loan and lease losses(1,446)(1,429)(1,547)
Cash and due from banks1,766 1,909 1,326 
Premises and equipment599 602 631 
Goodwill2,752 2,752 2,752 
Other intangible assets18 22 41 
Corporate-owned life insurance4,423 4,404 4,382 
Accrued income and other assets8,654 8,958 8,532 
Discontinued assets235 247 296 
Total assets$185,499 $188,691 $187,450 
Liabilities
Deposits in domestic offices:
Interest-bearing deposits119,230 122,283 117,570 
Noninterest-bearing deposits27,675 28,454 28,150 
Total deposits146,905 150,737 145,720 
Federal funds purchased and securities sold under repurchase agreements 20 22 25 
Bank notes and other short-term borrowings2,754 2,328 5,292 
Accrued expense and other liabilities4,273 4,209 4,755 
Long-term debt12,063 12,392 16,869 
Total liabilities166,015 169,688 172,661 
Equity
Preferred stock2,500 2,500 2,500 
Common shares1,257 1,257 1,257 
Capital surplus5,971 5,946 6,185 
Retained earnings14,886 14,724 15,706 
Treasury stock, at cost(2,629)(2,637)(5,715)
Accumulated other comprehensive income (loss)(2,501)(2,787)(5,144)
Total equity19,484 19,003 14,789 
Total liabilities and equity$185,499 $188,691 $187,450 
Common shares outstanding (000)1,112,453 1,111,986 943,200 



Consolidated Statements of Income
(dollars in millions, except per share amounts)
Three months ended
6/30/20253/31/20256/30/2024
Interest income
Loans$1,443 $1,401 $1,524 
Loans held for sale11 14 8 
Securities available for sale411 392 259 
Held-to-maturity securities61 63 73 
Trading account assets16 17 16 
Short-term investments157 174 192 
Other investments8 9 16 
Total interest income2,107 2,070 2,088 
Interest expense
Deposits730 753 817 
Federal funds purchased and securities sold under repurchase agreements4 1 1 
Bank notes and other short-term borrowings34 27 51 
Long-term debt198 193 332 
Total interest expense966 974 1,201 
Net interest income1,141 1,096 887 
Provision for credit losses138 118 100 
Net interest income after provision for credit losses1,003 978 787 
Noninterest income
Trust and investment services income146 139 139 
Investment banking and debt placement fees178 175 126 
Service charges on deposit accounts73 69 66 
Operating lease income and other leasing gains14 9 21 
Corporate services income76 65 68 
Cards and payments income85 82 85 
Corporate-owned life insurance income32 33 34 
Consumer mortgage income15 13 16 
Commercial mortgage servicing fees70 76 61 
Other income1 7 21 
Net securities gains (losses)— — (10)
Total noninterest income690 668 627 
Noninterest expense
Personnel705 680 636 
Net occupancy69 67 66 
Computer processing107 107 101 
Business services and professional fees48 40 37 
Equipment21 20 20 
Operating lease expense10 11 17 
Marketing24 21 21 
Intangible asset amortization— — — 
Other expense170 185 181 
Total noninterest expense1,154 1,131 1,079 
Income (loss) from continuing operations before income taxes539 515 335 
Income taxes116 109 62 
Income (loss) from continuing operations423 406 273 
Income (loss) from discontinued operations, net of taxes2 (1)1 
Net income (loss)425 405 274 
Less: Net income (loss) attributable to noncontrolling interests— — — 
Net income (loss) attributable to Key$425 $405 $274 
Income (loss) from continuing operations attributable to Key common shareholders$387 $370 $237 
Net income (loss) attributable to Key common shareholders389 369 238 
Per common share
Income (loss) from continuing operations attributable to Key common shareholders$.35 $.34 $.25 
Income (loss) from discontinued operations, net of taxes— — — 
Net income (loss) attributable to Key common shareholders (a)
.35 .34 .25 
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders$.35 $.33 $.25 
Income (loss) from discontinued operations, net of taxes— — — 
Net income (loss) attributable to Key common shareholders (a)
.35 .33 $.25 
Cash dividends declared per common share$.205 $.205 $.205 
Weighted-average common shares outstanding (000)1,100,033 1,096,654 931,726 
Effect of common share options and other stock awards (b)
7,177 9,486 6,761 
Weighted-average common shares and potential common shares outstanding (000) (c)
1,107,210 1,106,140 938,487 
(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.