KEYCORP /NEW/ (Form: 8-K, Received: 01/20/2026)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2026

(Exact name of registrant as specified in its charter)

Ohio

001-11302

34-6542451

State or other jurisdiction of incorporation or organization:

Commission File Number

I.R.S. Employer Identification Number:

127 Public Square,

Cleveland,

Ohio

44114-1306

Address of principal executive offices:

Zip Code:

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 class	Trading 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 January 20, 2026, KeyCorp issued a press release announcing its financial results for the three- and twelve-month periods ended December 31, 2025 (the “Press Release”), and posted on its website its fourth 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 15, 2026, each of Ruth Ann Gillis and Carlton Highsmith, directors of KeyCorp, informed the Board of Directors (the "Board") that they will retire from the Board effective upon the expiration of their current terms at KeyCorp's 2026 Annual Meeting of Shareholders (the "Annual Meeting"). On January 20, 2026, KeyCorp announced that the Board will nominate Antonio "Tony" DeSpirito and Christopher L. "Chris" Henson for election as independent directors at the Annual Meeting. Following the Annual Meeting, the size of the Board will remain at 14 directors.

Mr. DeSpirito, 57, has served in various executive positions at BlackRock, Inc. since August 2014. During his time at BlackRock, he has served as a Managing Director, as the Lead Portfolio Manager of the Equity Dividend Franchise (from August 2014 through December 2025), as the Chief Investment Officer for U.S. Fundamental Equities (from May 2016 through December 2025), and as the Global Chief Investment Officer of Fundamental Equities (from April 2023 through December 2025). Prior to his time at BlackRock, Mr. DeSpirito held various roles at Pzena Investment Management, including as a Managing Principal and Portfolio Manager, from 1996 to 2014. He also previously served as an attorney at Ropes & Gray LLP.

Mr. Henson, 64, served as the Head of Banking and Insurance of Truist Bank from 2019 until his retirement in September 2021. He joined Truist Financial Corporation’s predecessor BB&T’s executive management team in 2004 and served in various executive positions, including Chief Financial Officer and Chief Operating Officer, before being promoted to serve as President and Chief Operating Officer from 2016 to 2019. Mr. Henson has served on the Board of Directors of Hooker Furnishings Corporation (NASDAQ: HOFT) since October 2022.

Additional information about each of Messrs. DeSpirito and Henson will be included in KeyCorp’s Definitive Proxy Statement for the Annual Meeting.

Additionally, on January 20, 2026, KeyCorp announced that Todd Vasos has been appointed to the role of Lead Independent Director, effective immediately. Mr. Vasos succeeds Alexander M. “Sandy” Cutler, who will continue to serve as an independent director of the Board.

Item 8.01 Other Events.

On January 20, 2026, KeyCorp issued a press release announcing the updates to the Board described in Item 5.02 herein. A copy of the press release is attached hereto as Exhibit 99.4 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

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

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: January 20, 2026						/s/ Stacy L. Gilbert
						By: Stacy L. Gilbert
						Chief Accounting Officer

KEYCORP REPORTS FOURTH QUARTER 2025 NET INCOME OF $474 MILLION,

OR $.43 PER DILUTED COMMON SHARE

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

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

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

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

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

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

Comments from Chairman and CEO, Chris Gorman

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

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

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

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

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

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

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 2


Selected Financial Highlights

Dollars in millions, except per share data										Change 4Q25 vs.
	4Q25			3Q25			4Q24			3Q25		4Q24
Income (loss) from continuing operations attributable to Key common shareholders	$	474		$	454		$	(279)		4.4 %	%	N/M

Income (loss) from continuing operations attributable to Key common shareholders per common share — assuming dilution	.43			.41			(.28)			4.9		N/M

Book value at period end	16.27			15.86			14.21			2.6		14.5 %	%
Return on average tangible common equity from continuing operations (a)	12.43 %		%	12.51 %		%	(9.69)%		%	(8) bps		N/M

Return on average total assets from continuing operations	1.08			1.04			(.52)			4		160 bps

Common Equity Tier 1 ratio (b)	11.7			11.8			11.9			(10)		(20)
Net interest margin (TE) from continuing operations	2.82			2.75			2.41			7		41

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

(b)December 31, 2025 ratio is estimated.

TE = Taxable Equivalent, N/M = Not Meaningful


INCOME STATEMENT HIGHLIGHTS

Revenue

Dollars in millions							Change 4Q25 vs.
	4Q25		3Q25		4Q24		3Q25		4Q24
Net interest income (TE)	$	1,223	$	1,193	$	1,061	2.5 %	%	15.3 %	%
Noninterest income	782		702		(196)		11.4		N/M
Total revenue (TE)	$	2,005	$	1,895	$	865	5.8 %	%	131.8 %	%

TE = Taxable Equivalent, N/M = Not Meaningful

Taxable-equivalent net interest income was $1.22 billion for the fourth quarter of 2025 and the net interest margin was 2.82%. Compared to the fourth quarter of 2024, net interest income increased by $162 million, and the net interest margin increased by 41 basis points. These increases primarily reflect lower deposit costs, the reinvestment of proceeds from maturing low-yielding investment securities, swaps and fixed-rate loans into higher-yielding investments, and the repositioning of the available-for-sale portfolio during the fourth quarter of 2024. Additionally, the balance sheet composition shifted to reflect a more favorable mix of higher-yielding commercial and industrial loans and an improved funding mix as lower-cost deposits increased while wholesale borrowings declined. These benefits were partially offset by the impact of lower interest rates on variable-rate earning assets.

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

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 3


Noninterest Income

Dollars in millions							Change 4Q25 vs.
	4Q25		3Q25		4Q24		3Q25		4Q24
Trust and investment services income	$	156	$	150	$	142	4.0 %	%	9.9 %	%
Investment banking and debt placement fees	243		184		221		32.1		10.0
Cards and payments income	84		86		85		(2.3)		(1.2)
Service charges on deposit accounts	78		75		65		4.0		20.0
Corporate services income	81		72		69		12.5		17.4
Commercial mortgage servicing fees	68		73		68		(6.8)		—
Corporate-owned life insurance income	40		35		36		14.3		11.1
Consumer mortgage income	16		14		16		14.3		—
Operating lease income and other leasing gains	9		11		15		(18.2)		(40.0)
Other income	7		8		(5)		(12.5)		N/M
Net securities gains (losses)	—		(6)		(908)		N/M		N/M
Total noninterest income	$	782	$	702	$	(196)	11.4 %	%	N/M

N/M = Not Meaningful

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

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


Noninterest Expense

Dollars in millions							Change 4Q25 vs.
	4Q25		3Q25		4Q24		3Q25		4Q24
Personnel expense	$	790	$	742	$	734	6.5 %	%	7.6 %	%
Net occupancy	69		65		67		6.2		3.0
Computer processing	106		105		107		1.0		(.9)
Business services and professional fees	61		44		55		38.6		10.9
Equipment	22		20		20		10.0		10.0
Operating lease expense	8		9		15		(11.1)		(46.7)
Marketing	28		22		33		27.3		(15.2)



Other expense	157		170		198		(7.6)		(20.7)
Total noninterest expense	$	1,241	$	1,177	$	1,229	5.4 %	%	1.0 %	%

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

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

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

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 4


BALANCE SHEET HIGHLIGHTS

Average Loans

Dollars in millions							Change 4Q25 vs.
	4Q25		3Q25		4Q24		3Q25		4Q24
Commercial and industrial (a)	$	57,541	$	56,571	$	52,887	1.7 %	%	8.8 %	%
Other commercial loans	18,497		18,826		19,202		(1.7)		(3.7)
Total consumer loans	30,278		30,830		32,622		(1.8)		(7.2)
Total loans	$	106,316	$	106,227	$	104,711	0.1 %	%	1.5 %	%

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

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

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


Average Deposits

Dollars in millions										Change 4Q25 vs.
	4Q25			3Q25			4Q24			3Q25		4Q24
Non-time deposits	$	136,853		$	135,135		$	132,092		1.3 %	%	3.6 %	%

Time deposits	13,857			15,239			17,641			(9.1)		(21.5)
Total deposits	$	150,710		$	150,374		$	149,733		.2 %	%	.7 %	%

Cost of total deposits	1.81 %		%	1.97 %		%	2.18 %		%	(16) bps		(37) bps

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

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

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 5


ASSET QUALITY

Dollars in millions										Change 4Q25 vs.
	4Q25			3Q25			4Q24			3Q25		4Q24
Net loan charge-offs	$	104		$	114		$	114		(8.8)%	%	(8.8)%	%
Net loan charge-offs to average total loans	.39 %		%	.42 %		%	.43 %		%	(3) bps		(4) bps
Nonperforming loans at period end	$	615		$	658		$	758		(6.5)%	%	(18.9)%	%
Nonperforming assets at period end	627			668			772			(6.1)		(18.8)
Allowance for loan and lease losses	1,427			1,444			1,409			(1.2)		1.3
Allowance for credit losses	1,740			1,736			1,699			0.2		2.4
Provision for credit losses	108			107			39			0.9		N/M

Allowance for loan and lease losses to nonperforming loans	232 %		%	219 %		%	186 %		%	N/M		N/M
Allowance for credit losses to nonperforming loans	283			264			224			N/M		N/M

N/M = Not Meaningful

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

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

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

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


Capital Ratios

	12/31/2025		9/30/2025		12/31/2024
Common Equity Tier 1 (a)	11.7 %	%	11.8 %	%	11.9 %	%

Tier 1 risk-based capital (a)	13.4		13.5		13.7
Total risk-based capital (a)	15.6		15.8		16.2
Tangible common equity to tangible assets (b)	8.4		8.1		7.0
Leverage (a)	10.5		10.4		10.0

(a)December 31, 2025 ratio is estimated. As of January 1, 2025, the CECL optional transition provision had been fully phased-in. Amounts prior to January 1, 2025, reflect Key's election to adopt the CECL optional transition provision.

(b)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 fourth quarter of 2025. As shown in the preceding table, at December 31, 2025, Key’s estimated Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 11.7% and 13.4%, respectively.

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 6


Summary of Changes in Common Shares Outstanding

In thousands					Change 4Q25 vs.
		4Q25	3Q25	4Q24	3Q25		4Q24
Shares outstanding at beginning of period		1,112,952	1,112,453	991,251	—		12.3 %	%
Share repurchases		(11,109)	—	—	N/M		N/M
Shares issued under employee compensation plans (net of cancellations and returns)		558	499	493	11.8 %	%	13.2
Shares issued under Scotiabank investment agreement		—	—	115,042	—		N/M
	Shares outstanding at end of period	1,102,401	1,112,952	1,106,786	(.9)%	%	(.4)%	%

N/M = Not Meaningful

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

LINE OF BUSINESS RESULTS

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


Major Business Segments

Dollars in millions								Change 4Q25 vs.
		4Q25		3Q25		4Q24		3Q25		4Q24
Revenue from continuing operations (TE)
Consumer Bank		$	948	$	935	$	865	1.4 %	%	9.6 %	%
Commercial Bank		1,109		1,014		1,001		9.4		10.8
Other (a)		(52)		(54)		(1,001)		3.7		94.8


	Total	$	2,005	$	1,895	$	865	5.8 %	%	131.8 %	%

Income (loss) from continuing operations attributable to Key
Consumer Bank		$	137	$	152	$	83	(9.9)%	%	65.1 %	%
Commercial Bank		410		367		381		11.7		7.6
Other (a)		(38)		(29)		(708)		(31.0)		94.6


	Total	$	509	$	490	$	(244)	3.9 %	%	308.6 %	%

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

TE = Taxable Equivalent

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 7


Consumer Bank

Dollars in millions							Change 4Q25 vs.
	4Q25		3Q25		4Q24		3Q25		4Q24
Summary of operations
Net interest income (TE)	$	696	$	691	$	632	.7 %	%	10.1 %	%
Noninterest income	252		244		233		3.3		8.2
Total revenue (TE)	948		935		865		1.4		9.6
Provision for credit losses	32		40		43		(20.0)		(25.6)
Noninterest expense	735		695		713		5.8		3.1
Income (loss) before income taxes (TE)	181		200		109		(9.5)		66.1
Allocated income taxes (benefit) and TE adjustments	44		48		26		(8.3)		69.2
Net income (loss) attributable to Key	$	137	$	152	$	83	(9.9)%	%	65.1 %	%

Average balances
Loans and leases	$	34,683	$	35,363	$	37,567	(1.9)%	%	(7.7)%	%
Total assets	37,731		38,374		40,563		(1.7)		(7.0)
Deposits	87,738		87,692		87,476		.1		.3

Assets under management at period end	$	69,964	$	67,855	$	61,361	3.1 %	%	14.0 %	%

TE = Taxable Equivalent


Additional Consumer Bank Data

Dollars in millions							Change 4Q25 vs.
	4Q25		3Q25		4Q24		3Q25		4Q24
Noninterest income
Trust and investment services income	$	128	$	124	$	115	3.2 %	%	11.3 %	%
Service charges on deposit accounts	38		36		32		5.6		18.8
Cards and payments income	60		61		61		(1.6)		(1.6)
Consumer mortgage income	16		14		17		14.3		(5.9)
Other noninterest income	10		9		8		11.1		25.0
Total noninterest income	$	252	$	244	$	233	3.3 %	%	8.2 %	%

Average deposit balances
Money market deposits	$	35,390	$	35,278	$	31,968	.3 %	%	10.7 %	%
Demand deposits	22,879		22,604		22,442		1.2		1.9
Savings deposits	4,177		4,291		4,391		(2.7)		(4.9)

Time deposits	11,061		11,113		13,979		(.5)		(20.9)
Noninterest-bearing deposits	14,231		14,406		14,696		(1.2)		(3.2)
Total deposits	$	87,738	$	87,692	$	87,476	.1 %	%	.3 %	%






Other data
Branches	940		942		943
Automated teller machines	1,120		1,152		1,182

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

•Key's Consumer Bank recorded net income attributable to Key of $137 million for the fourth quarter of 2025, compared to $83 million for the year-ago quarter

•Taxable-equivalent net interest income increased by $64 million, or 10.1%, compared to the fourth quarter of 2024

•Average loans and leases decreased $2.9 billion, or 7.7%, from the fourth quarter of 2024, driven by intentional run-off of low-yielding loans

•Average deposits increased $262 million, or 0.3%, from the fourth quarter of 2024. The increase was driven by growth in money market deposits, offset by a decrease in time deposits

•Provision for credit losses decreased $11 million compared to the fourth quarter of 2024 driven by lower charge-offs and the impacts from ongoing loan run-off

•Noninterest income increased $19 million from the year-ago quarter, primarily driven by higher trust and investment services income

•Noninterest expense increased $22 million from the year-ago quarter, primarily driven by higher support and overhead expense

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 8


Commercial Bank

Dollars in millions							Change 4Q25 vs.
	4Q25		3Q25		4Q24		3Q25		4Q24
Summary of operations
Net interest income (TE)	$	616	$	587	$	537	4.9 %	%	14.7 %	%
Noninterest income	493		427		464		15.5		6.3
Total revenue (TE)	1,109		1,014		1001		9.4		10.8
Provision for credit losses	73		68		(3)		7.4		N/M
Noninterest expense	512		482		515		6.2		(.6)
Income (loss) before income taxes (TE)	524		464		489		12.9		7.2
Allocated income taxes and TE adjustments	114		97		108		17.5		5.6


Net income (loss) attributable to Key	$	410	$	367	$	381	11.7 %	%	7.6 %	%

Average balances
Loans and leases	$	71,104	$	70,326	$	66,691	1.1 %	%	6.6 %	%
Loans held for sale	1,140		1,224		1,247		(6.9)		(8.6)
Total assets	80,357		79,733		76,433		0.8		5.1
Deposits	60,436		58,483		59,687		3.3		1.3

TE = Taxable Equivalent, N/M = Not Meaningful


Additional Commercial Bank Data

Dollars in millions							Change 4Q25 vs.
	4Q25		3Q25		4Q24		3Q25		4Q24
Noninterest income
Trust and investment services income	$	28	$	26	$	27	7.7 %	%	3.7 %	%
Investment banking and debt placement fees	244		183		220		33.3		10.9
Cards and payments income	22		21		20		4.8		10.0
Service charges on deposit accounts	39		37		32		5.4		21.9
Corporate services income	75		69		67		8.7		11.9
Commercial mortgage servicing fees	67		73		67		(8.2)		—
Operating lease income and other leasing gains	9		10		15		(10.0)		(40.0)
Other noninterest income	9		8		16		12.5		(43.8)
Total noninterest income	$	493	$	427	$	464	15.5 %	%	6.3 %	%

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

•Key's Commercial Bank recorded net income attributable to Key of $410 million for the fourth quarter of 2025, compared to $381 million for the year-ago quarter

•Taxable-equivalent net interest income increased by $79 million, or 14.7%, compared to the fourth quarter of 2024

•Average loan and lease balances increased $4.4 billion, or 6.6%, compared to the fourth quarter of 2024, driven by an increase in commercial and industrial loans

•Average deposit balances increased $749 million compared to the fourth quarter of 2024, driven by higher client deposits

•Provision for credit losses increased $76 million compared to the fourth quarter of 2024, driven by higher loan balances and commitments

•Noninterest income increased $29 million compared to the fourth quarter of 2024, primarily driven by an increase in investment banking and debt placement fees and corporate services income

•Noninterest expense decreased $3 million compared to the fourth quarter of 2024, primarily driven by a decrease in other direct noninterest expense

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 9

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

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

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

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 10


CONTACTS:

ANALYSTS			MEDIA
Brian Mauney			Susan Donlan
216.689.0521			216.471.3133
Brian_Mauney@KeyBank.com			Susan_E_Donlan@KeyBank.com

Hannah Lewallen			Beth Strauss
216.471.4856			216.471.2787
Hannah_Lewallen@KeyBank.com			Beth_A_Strauss@KeyBank.com

Johnny Li
216.689.4221
Johnny_Li@KeyBank.com

INVESTOR RELATIONS:			KEY MEDIA NEWSROOM:
www.key.com/ir			www.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 8:00 a.m. ET, on January 20, 2026. A replay of the call will be available on our website through January 20, 2027.

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 Fourth Quarter 2025 Results

January 20, 2026

Page 11

Financial Supplement

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

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.

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.

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 Fourth Quarter 2025 Results

January 20, 2026

Page 13


Financial Highlights
(Dollars in millions, except per share amounts)
			Three months ended
			12/31/2025			9/30/2025			12/31/2024
Summary of operations
	Net interest income (TE)		$	1,223		$	1,193		$	1,061
	Noninterest income		782			702			(196)
		Total revenue (TE)	2,005			1,895			865
	Provision for credit losses		108			107			39
	Noninterest expense		1,241			1,177			1,229
	Income (loss) from continuing operations attributable to Key		509			490			(244)
	Income (loss) from discontinued operations, net of taxes		1			(1)			—
	Net income (loss) attributable to Key		510			489			(244)

	Income (loss) from continuing operations attributable to Key common shareholders		474			454			(279)
	Income (loss) from discontinued operations, net of taxes		1			(1)			—
	Net income (loss) attributable to Key common shareholders		475			453			(279)
Per common share
	Income (loss) from continuing operations attributable to Key common shareholders		$	.43		$	.41		$	(.28)
	Income (loss) from discontinued operations, net of taxes		—			—			—
	Net income (loss) attributable to Key common shareholders (a)		.43			.41			(.28)

	Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution		.43			.41			(.28)
	Income (loss) from discontinued operations, net of taxes — assuming dilution		—			—			—
	Net income (loss) attributable to Key common shareholders — assuming dilution (a)		.43			.41			(.28)

	Cash dividends declared		.205			.205			.205
	Book value at period end		16.27			15.86			14.21
	Tangible book value at period end		13.77			13.38			11.70
	Market price at period end		20.64			18.69			17.14
Performance ratios
	From continuing operations:
	Return on average total assets		1.08 %		%	1.04 %		%	(.52)%		%
	Return on average common equity		10.51			10.49			(7.80)
	Return on average tangible common equity (b)		12.43			12.51			(9.69)
	Net interest margin (TE)		2.82			2.75			2.41
	Cash efficiency ratio (b)		61.6			61.8			141.3
	From consolidated operations:
	Return on average total assets		1.08 %		%	1.04 %		%	(.52)%		%
	Return on average common equity		10.54			10.47			(7.80)
	Return on average tangible common equity (b)		12.46			12.48			(9.69)
	Net interest margin (TE)		2.81			2.74			2.41
	Loan to deposit (c)		72.5			71.0			70.3
Capital ratios at period end
	Key shareholders’ equity to assets		11.1 %		%	10.7 %		%	9.7 %		%
	Key common shareholders’ equity to assets		9.7			9.4			8.4
	Tangible common equity to tangible assets (b)		8.4			8.1			7.0
	Common Equity Tier 1 (d)		11.7			11.8			11.9
	Tier 1 risk-based capital (d)		13.4			13.5			13.7
	Total risk-based capital (d)		15.6			15.8			16.2
	Leverage (d)		10.5			10.4			10.0
Asset quality — from continuing operations
	Net loan charge-offs		$	104		$	114		$	114
	Net loan charge-offs to average loans		.39 %		%	.42 %		%	.43 %		%
	Allowance for loan and lease losses		$	1,427		$	1,444		$	1,409
	Allowance for credit losses		1,740			1,736			1,699
	Allowance for loan and lease losses to period-end loans		1.34 %		%	1.36 %		%	1.35 %		%
	Allowance for credit losses to period-end loans		1.63			1.64			1.63
	Allowance for loan and lease losses to nonperforming loans		232			219			186
	Allowance for credit losses to nonperforming loans		283			264			224
	Nonperforming loans at period-end		$	615		$	658		$	758
	Nonperforming assets at period-end		627			668			772
	Nonperforming loans to period-end portfolio loans		.58 %		%	.62 %		%	.73 %		%
	Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets		.59			.63			.74
Trust assets
	Assets under management		$	69,964		$	67,855		$	61,361


Other data
	Average full-time equivalent employees		17,396			17,414			16,810
	Branches		940			942			944
	Taxable-equivalent adjustment		$	8		$	9		$	10

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 14



Financial Highlights (continued)
(Dollars in millions, except per share amounts)
		Twelve months ended
		12/31/2025			12/31/2024
Summary of operations
	Net interest income (TE)	$	4,671		$	3,810
	Noninterest income	2,842			809
	Total revenue (TE)	7,513			4,619
	Provision for credit losses	471			335
	Noninterest expense	4,703			4,545
	Income (loss) from continuing operations attributable to Key	1,828			(163)
	Income (loss) from discontinued operations, net of taxes	1			2
	Net income (loss) attributable to Key	1,829			(161)

	Income (loss) from continuing operations attributable to Key common shareholders	1,685			(306)
	Income (loss) from discontinued operations, net of taxes	1			2
	Net income (loss) attributable to Key common shareholders	1,686			(304)

Per common share
	Income (loss) from continuing operations attributable to Key common shareholders	$	1.53		$	(.32)
	Income (loss) from discontinued operations, net of taxes	—			—
	Net income (loss) attributable to Key common shareholders (a)	1.53			(.32)

	Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution	1.52			(.32)
	Income (loss) from discontinued operations, net of taxes — assuming dilution	—			—
	Net income (loss) attributable to Key common shareholders — assuming dilution (a)	1.52			(.32)

	Cash dividends paid	.82			.82

Performance ratios
	From continuing operations:
	Return on average total assets	.98 %		%	(.09)%		%
	Return on average common equity	9.92			(2.37)
	Return on average tangible common equity (b)	11.85			(3.03)
	Net interest margin (TE)	2.69			2.16
	Cash efficiency ratio (b)	62.3			97.8

	From consolidated operations:
	Return on average total assets	.98 %		%	(.09)%		%
	Return on average common equity	9.92			(2.36)
	Return on average tangible common equity (b)	11.85			(3.01)
	Net interest margin (TE)	2.69			2.16

Asset quality — from continuing operations
	Net loan charge-offs	$	430		$	440
	Net loan charge-offs to average total loans	.41 %		%	.41 %		%

Other data
	Average full-time equivalent employees	17,226			16,753

Taxable-equivalent adjustment		$	35		$	45

(a)Earnings per share may not foot due to rounding.

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

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

(d)December 31, 2025, ratio is estimated. As of January 1, 2025, the CECL optional transition provision had been fully phased-in. Amounts prior to January 1, 2025, reflect Key's election to adopt the CECL optional transition provision.

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 15

GAAP to Non-GAAP Reconciliations

(Dollars in millions)

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

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

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

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

Adjusted taxable-equivalent revenue or adjusted revenue is a non-GAAP measure in that it adjusts revenue for certain tax-exempt instruments and selected items. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest income, we use interest income on a taxable-equivalent basis by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable instruments. Additionally, management believes adjusting for the selected items provide investors with useful information to gain a better understanding of ongoing operations and enhance comparability of results with prior periods, as well as demonstrate the effects of the financial impacts related to those selected items.

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

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

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

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 16


	Three months ended									Twelve months ended
	12/31/2025			9/30/2025			12/31/2024			12/31/2025			12/31/2024
Tangible common equity to tangible assets at period-end
Key shareholders’ equity (GAAP)	$	20,381		$	20,102		$	18,176
Less: Intangible assets	2,760			2,765			2,779
Preferred Stock (a)	2,446			2,446			2,446
Tangible common equity (non-GAAP)	$	15,175		$	14,891		$	12,951
Total assets (GAAP)	$	184,381		$	187,409		$	187,168
Less: Intangible assets	2,760			2,765			2,779
Tangible assets (non-GAAP)	$	181,621		$	184,644		$	184,389
Tangible common equity to tangible assets ratio (non-GAAP)	8.36 %		%	8.06 %		%	7.02 %		%




Average tangible common equity
Average Key shareholders' equity (GAAP)	$	20,388		$	19,664		$	16,732		$	19,493		$	15,408
Less: Intangible assets (average)	2,762			2,767			2,783			2,769			2,793
Preferred stock (average)	2,500			2,500			2,500			2,500			2,500
Average tangible common equity (non-GAAP)	$	15,126		$	14,397		$	11,449		$	14,224		$	10,115
Return on average tangible common equity from continuing operations
Income (loss) from continuing operations attributable to Key common shareholders (GAAP)	$	474		$	454		$	(279)		$	1,685		$	(306)


Average tangible common equity (non-GAAP)	15,126			14,397			11,449			14,224			10,115

Return on average tangible common equity from continuing operations (non-GAAP)	12.43 %		%	12.51 %		%	(9.69)%		%	11.85 %		%	(3.03)%		%
Adjusted return on average tangible common equity from continuing operations
Adjusted income (loss) available from continuing operations attributable to Key common shareholders (non-GAAP)	$	458		$	450		$	378		$	1,665		$	1,109
Adjusted return on average tangible common equity from continuing operations excluding notable items (non-GAAP)	12.01 %		%	12.40 %		%	13.13 %		%	11.71 %		%	10.96 %		%
Return on average tangible common equity consolidated
Net income (loss) attributable to Key common shareholders (GAAP)	$	475		$	453		$	(279)		$	1,686		$	(304)
Average tangible common equity (non-GAAP)	15,126			14,397			11,449			14,224			10,115

Return on average tangible common equity consolidated (non-GAAP)	12.46 %		%	12.48 %		%	(9.69)%		%	11.85 %		%	(3.01)%		%
Pre-provision net revenue
Net interest income (GAAP)	$	1,215		$	1,184		$	1,051		$	4,636		$	3,765
Plus: Taxable-equivalent adjustment	8			9			10			35			45
Noninterest income (GAAP)	782			702			(196)			2,842			809
Less: Noninterest expense (GAAP)	1,241			1,177			1,229			4,703			4,545
Pre-provision net revenue from continuing operations (non-GAAP)	$	764		$	718		$	(364)		$	2,810		$	74
Adjusted pre-provision net revenue
Pre-provision net revenue from continuing operations (non-GAAP)	$	764		$	718		$	(364)		$	2,810		$	74
Plus: Selected items(b)	(21)			(5)			915			(26)			1,858
Adjusted pre-provision net revenue from continuing operations (non-GAAP)	$	743		$	713		$	551		$	2,784		$	1,932

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 17


GAAP to Non-GAAP Reconciliations (continued)
(Dollars in millions)
	Three months ended									Twelve months ended
	12/31/2025			9/30/2025			12/31/2024			12/31/2025			12/31/2024













































Cash efficiency ratio and Adjusted cash efficiency ratio
Noninterest expense (GAAP)	$	1,241		$	1,177		$	1,229		$	4,703		$	4,545
Less: Intangible asset amortization	5			5			7			20			29
Noninterest expense less intangible asset amortization (non-GAAP)	$	1,236		$	1,172		$	1,222		$	4,683		$	4,516
Plus: Selected items (b)	21			5			3			26			(25)
Adjusted noninterest expense less intangible asset amortization (non-GAAP)	$	1,257		$	1,177		$	1,225		$	4,709		$	4,491

Net interest income (GAAP)	$	1,215		$	1,184		$	1,051		$	4,636		$	3,765
Plus: Taxable-equivalent adjustment	8			9			10			35			45
Net interest income TE (non-GAAP)	1,223			1,193			1,061			4,671			3,810
Noninterest income (GAAP)	782			702			(196)			2,842			809
Total taxable-equivalent revenue (non-GAAP)	$	2,005		$	1,895		$	865		$	7,513		$	4,619
Plus: Selected items (b)	—			—			918			—			1,833
Adjusted taxable-equivalent revenue (non-GAAP)	$	2,005		$	1,895		$	1,783		$	7,513		$	6,452

Cash efficiency ratio (non-GAAP)	61.6 %		%	61.8 %		%	141.3 %		%	62.3 %		%	97.8 %		%

Adjusted cash efficiency ratio (non-GAAP)	62.7 %		%	62.1 %		%	68.8 %		%	62.7 %		%	69.6 %		%




Adjusted taxable-equivalent revenue
Noninterest income (GAAP)	$	782		$	702		$	(196)		$	2,842		$	809
Plus: Selected items(b)	—			—			918			—			1,836
Adjusted noninterest income (non-GAAP)	$	782		$	702		$	722		$	2,842		$	2,645
Net interest income TE (non-GAAP)	1,223			1,193			1,061			4,671			3,810
Total adjusted taxable-equivalent revenue (non-GAAP)	$	2,005		$	1,895		$	1,783		$	7,513		$	6,455
Adjusted noninterest expense
Noninterest expense (GAAP)	$	1,241		$	1,177		$	1,229		$	4,703		$	4,545
Plus: Selected items(b)	21			5			3			26			(25)
Adjusted noninterest expense (non-GAAP)	$	1,262		$	1,182		$	1,232		$	4,729		$	4,520
Adjusted income (loss) available from continuing operations attributable to Key common shareholders
Income (loss) from continuing operations attributable to Key common shareholders (GAAP)	$	474		$	454		$	(279)		$	1,685		$	(306)
Plus: Selected items (net of tax)(b)	(16)			(4)			657			(20)			1,415
Adjusted income (loss) available from continuing operations attributable to Key common shareholders (non-GAAP)	$	458		$	450		$	378		$	1,665		$	1,109
Diluted earnings per common share (EPS) - adjusted
Diluted EPS from continuing operations attributable to Key common shareholders (GAAP)	$	.43		$	.41		$	(.28)		$	1.52		$	(.32)
Plus: EPS impact of selected items(b)	(.01)			—			.66			(.02)			1.48
Diluted EPS from continuing operations attributable to Key common shareholders - adjusted (non-GAAP)(c)	$	.41		$	.41		$	.38		$	1.50		$	1.16









Adjusted operating leverage and fee based adjusted operating leverage
Adjusted noninterest income (non-GAAP)										$	2,842		$	2,645
Adjusted noninterest income YoY Growth (A)										7.45 %		%
Adjusted taxable-equivalent revenue (non-GAAP)										$	7,513		6,455
Adjusted taxable-equivalent revenue YoY Growth (B)										16.39 %		%
Adjusted noninterest expense (non-GAAP)										$	4,729		4,520
Adjusted noninterest expense YoY Growth (C)										4.62 %		%

Adjusted operating leverage (B - C)										11.77 %		%
Adjusted fee-based operating leverage (A - C)										2.82 %		%

(a)Net of capital surplus.

(b)Additional detail provided in Selected Items table on page 25.

(c)Earnings per share may not foot due to rounding.

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

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 18


Consolidated Balance Sheets
(Dollars in millions)

			12/31/2025		9/30/2025		12/31/2024
Assets
	Loans		$	106,541	$	105,902	$	104,260
	Loans held for sale		1,077		998		797
	Securities available for sale		39,596		40,456		37,707
	Held-to-maturity securities		8,622		7,509		7,395
	Trading account assets		1,061		972		1,283
	Short-term investments		10,163		13,334		17,504
	Other investments		949		921		1,041
		Total earning assets	168,009		170,092		169,987
	Allowance for loan and lease losses		(1,427)		(1,444)		(1,409)
	Cash and due from banks		1,287		1,938		1,743
	Premises and equipment		628		606		614
	Goodwill		2,752		2,752		2,752
	Other intangible assets		8		13		27
	Corporate-owned life insurance		4,432		4,428		4,394
	Accrued income and other assets		8,481		8,803		8,797
	Discontinued assets		211		221		263
		Total assets	$	184,381	$	187,409	$	187,168

Liabilities
	Deposits in domestic offices:





		Interest-bearing deposits	$	121,100	$	122,425	$	120,132
		Noninterest-bearing deposits	27,613		28,340		29,628
		Total deposits	148,713		150,765		149,760
	Federal funds purchased and securities sold under repurchase agreements		13		10		14
	Bank notes and other short-term borrowings		1,071		1,339		2,130
	Accrued expense and other liabilities		4,286		4,276		4,983
	Long-term debt		9,917		10,917		12,105
		Total liabilities	164,000		167,307		168,992

Equity
	Preferred stock		2,500		2,500		2,500
	Common shares		1,257		1,257		1,257
	Capital surplus		6,035		6,002		6,038
	Retained earnings		15,359		15,111		14,584
	Treasury stock, at cost		(2,810)		(2,619)		(2,733)
	Accumulated other comprehensive income (loss)		(1,960)		(2,149)		(3,470)
		Key shareholders’ equity	20,381		20,102		18,176


Total liabilities and equity			$	184,381	$	187,409	$	187,168

Common shares outstanding (000)			1,102,401		1,112,952		1,106,786

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 19


Consolidated Statements of Income
(Dollars in millions, except per share amounts)
			Three months ended						Twelve months ended
			12/31/2025		9/30/2025		12/31/2024		12/31/2025		12/31/2024
Interest income
	Loans		$	1,439	$	1,466	$	1,448	$	5,749	$	6,026
	Loans held for sale		18		18		20		61		60
	Securities available for sale		388		408		353		1,599		1,142
	Held-to-maturity securities		76		64		66		264		284
	Trading account assets		12		11		16		56		61
	Short-term investments		137		156		214		624		792
	Other investments		8		8		15		33		62
		Total interest income	2,078		2,131		2,132		8,386		8,427
Interest expense
	Deposits		688		748		821		2,919		3,307
	Federal funds purchased and securities sold under repurchase agreements		4		4		1		13		4
	Bank notes and other short-term borrowings		9		14		24		84		164
	Long-term debt		162		181		235		734		1,187
		Total interest expense	863		947		1,081		3,750		4,662
Net interest income			1,215		1,184		1,051		4,636		3,765
Provision for credit losses			108		107		39		471		335
Net interest income after provision for credit losses			1,107		1,077		1,012		4,165		3,430
Noninterest income
	Trust and investment services income		156		150		142		591		557
	Investment banking and debt placement fees		243		184		221		780		688
	Cards and payments income		84		86		85		337		331
	Service charges on deposit accounts		78		75		65		295		261
	Corporate services income		81		72		69		294		275
	Commercial mortgage servicing fees		68		73		68		287		258
	Corporate-owned life insurance income		40		35		36		140		138
	Consumer mortgage income		16		14		16		58		58
	Operating lease income and other leasing gains		9		11		15		43		76
	Other income		7		8		(5)		23		23
	Net securities gains (losses)		—		(6)		(908)		(6)		(1,856)
		Total noninterest income	782		702		(196)		2,842		809
Noninterest expense
	Personnel		790		742		734		2,917		2,714
	Net occupancy		69		65		67		270		266
	Computer processing		106		105		107		425		414
	Business services and professional fees		61		44		55		193		174
	Equipment		22		20		20		83		80
	Operating lease expense		8		9		15		38		63
	Marketing		28		22		33		95		94



	Other expense		157		170		198		682		740
		Total noninterest expense	1,241		1,177		1,229		4,703		4,545
Income (loss) from continuing operations before income taxes			648		602		(413)		2,304		(306)
	Income taxes (benefit)		139		112		(169)		476		(143)
Income (loss) from continuing operations			509		490		(244)		1,828		(163)
	Income (loss) from discontinued operations, net of taxes		1		(1)		—		1		2
Net income (loss)			$	510	$	489	$	(244)	$	1,829	$	(161)



Income (loss) from continuing operations attributable to Key common shareholders			$	474	$	454	$	(279)	$	1,685	$	(306)
Net income (loss) attributable to Key common shareholders			475		453		(279)		1,686		(304)
Per common share
Income (loss) from continuing operations attributable to Key common shareholders			$	.43	$	.41	$	(.28)	$	1.53	$	(.32)
Income (loss) from discontinued operations, net of taxes			—		—		—		—		—
Net income (loss) attributable to Key common shareholders (a)			.43		.41		(.28)		1.53		(.32)
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders			$	.43	$	.41	$	(.28)	$	1.52	$	(.32)
Income (loss) from discontinued operations, net of taxes			—		—		—		—		—
Net income (loss) attributable to Key common shareholders (a)			.43		.41		(.28)		1.52		(.32)

Cash dividends declared per common share			$	.205	$	.205	$	.205	$	.820	$	.820

Weighted-average common shares outstanding (000)			1,095,171		1,100,830		986,829		1,098,558		949,561
	Effect of common share options and other stock awards(b)		11,152		9,845		—		9,436		—
Weighted-average common shares and potential common shares outstanding (000) (c)			1,106,323		1,110,675		986,829		1,107,994		949,561

(a)Earnings per share may not foot due to rounding.

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

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

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 20


Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
(Dollars in millions)
		Fourth Quarter 2025						Third Quarter 2025						Fourth Quarter 2024
		Average				Yield/		Average				Yield/		Average				Yield/
		Balance		Interest (a)		Rate (a)		Balance		Interest (a)		Rate (a)		Balance		Interest (a)		Rate (a)
Assets
	Loans: (b), (c)
	Commercial and industrial (d)	$	57,541	$	851	5.88 %	%	$	56,571	$	858	6.02 %	%	$	52,887	$	817	6.15 %	%
	Real estate — commercial mortgage	13,356		198		5.91		13,697		208		6.02		13,343		202		6.01
	Real estate — construction	2,839		48		6.71		2,744		48		6.96		3,033		55		7.23
	Commercial lease financing	2,302		21		3.73		2,385		22		3.62		2,826		24		3.51
	Total commercial loans	76,038		1,118		5.84		75,397		1,136		5.98		72,089		1,098		6.07
	Real estate — residential mortgage	18,853		157		3.33		19,140		160		3.34		19,990		166		3.32
	Home equity loans	5,780		80		5.47		5,934		84		5.65		6,445		93		5.75
	Other consumer loans	4,715		61		5.15		4,825		63		5.17		5,256		67		5.08
	Credit cards	930		31		13.24		931		32		13.50		931		34		14.36

	Total consumer loans	30,278		329		4.33		30,830		339		4.38		32,622		360		4.40
	Total loans	106,316		1,447		5.41		106,227		1,475		5.51		104,711		1,458		5.55
	Loans held for sale	1,234		18		5.84		1,291		18		5.81		1,327		20		6.05
	Securities available for sale (b), (e)	39,785		388		3.67		40,310		408		3.77		37,952		353		3.38
	Held-to-maturity securities (b)	8,056		76		3.78		7,168		64		3.59		7,541		66		3.50
	Trading account assets	961		12		4.79		922		11		4.61		1,215		16		4.98
	Short-term investments	13,603		137		4.01		13,463		156		4.60		17,575		214		4.83
	Other investments (e)	935		8		3.09		966		8		3.29		1,045		15		5.72
	Total earning assets	170,890		2,086		4.79		170,347		2,140		4.92		171,366		2,142		4.87
	Allowance for loan and lease losses	(1,435)						(1,443)						(1,486)
	Accrued income and other assets	17,562						18,234						17,308
	Discontinued assets	215						227						268
	Total assets	$	187,232					$	187,365					$	187,456
Liabilities
	Money market deposits	$	42,442	$	246	2.30 %	%	$	41,953	$	265	2.51 %	%	$	40,676	$	283	2.77 %	%
	Demand deposits	61,541		319		2.06		60,597		346		2.26		57,653		341		2.35
	Savings deposits	4,358		1		.05		4,478		1		.05		4,635		1		.07

	Time deposits	13,857		122		3.48		15,239		136		3.54		17,641		196		4.43
	Total interest-bearing deposits	122,198		688		2.23		122,267		748		2.43		120,605		821		2.71
	Federal funds purchased and securities sold under repurchase agreements	413		4		3.80		368		4		4.32		84		1		3.99
	Bank notes and other short-term borrowings	1,072		9		3.23		1,372		14		3.91		1,832		24		5.19
	Long-term debt (f)	10,274		162		6.27		11,071		181		6.53		13,984		235		6.70
	Total interest-bearing liabilities	133,957		863		2.56		135,078		947		2.78		136,505		1,081		3.15
	Noninterest-bearing deposits	28,512						28,107						29,128
	Accrued expense and other liabilities	4,160						4,289						4,823
	Discontinued liabilities (f)	215						227						268
	Total liabilities	$	166,844					$	167,701					$	170,724
Equity


	Total equity	$	20,388					$	19,664					$	16,732
	Total liabilities and equity	$	187,232					$	187,365					$	187,456
Interest rate spread (TE)						2.23 %	%					2.14 %	%					1.72 %	%
Net interest income (TE) and net interest margin (TE)				$	1,223	2.82 %	%			$	1,193	2.75 %	%			$	1,061	2.41 %	%
TE adjustment (b)				8						9						10
	Net interest income, GAAP basis			$	1,215					$	1,184					$	1,051

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

(b)Interest income on tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory federal income tax rate of 21% for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024.

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

(d)Commercial and industrial average balances include $211 million, $214 million, and $216 million of assets from commercial credit cards for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024, respectively.

(e)Yield presented is calculated on the basis of amortized cost excluding fair value hedge basis adjustments. The average amortized cost for securities available for sale was $42.1 billion, $43.1 billion, and $41.8 billion for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024, respectively. Yield based on the fair value of securities available for sale was 3.90%, 4.05%, and 3.73% for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024, respectively.

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

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

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 21



Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
(Dollars in millions)
		Twelve months ended December 31, 2025						Twelve months ended December 31, 2024
		Average				Yield/		Average				Yield/
		Balance		Interest (a)		Rate (a)		Balance		Interest (a)		Rate (a)
Assets
	Loans: (b), (c)
	Commercial and industrial (d)	$	55,877	$	3,347	5.99 %	%	$	53,951	$	3,378	6.26 %	%
	Real estate — commercial mortgage	13,358		798		5.97		14,080		873		6.20
	Real estate — construction	2,840		195		6.87		3,042		227		7.48
	Commercial lease financing	2,465		88		3.61		3,087		105		3.41
	Total commercial loans	74,540		4,428		5.94		74,160		4,583		6.18
	Real estate — residential mortgage	19,291		644		3.34		20,382		674		3.31
	Home equity loans	6,012		336		5.59		6,729		398		5.92
	Other consumer loans	4,892		250		5.11		5,519		278		5.04
	Credit cards	925		126		13.55		934		138		14.78

	Total consumer loans	31,120		1,356		4.35		33,564		1,488		4.43
	Total loans	105,660		5,784		5.47		107,724		6,071		5.64
	Loans held for sale	1,029		61		5.97		979		60		6.11
	Securities available for sale (b), (e)	40,034		1,599		3.73		37,127		1,142		2.71
	Held-to-maturity securities (b)	7,386		264		3.58		7,980		284		3.56
	Trading account assets	1,108		56		5.02		1,175		61		5.16
	Short-term investments	14,355		624		4.35		14,846		792		5.33
	Other investments (e)	963		33		3.38		1,177		62		5.25
	Total earning assets	170,535		8,421		4.86		171,008		8,472		4.81
	Allowance for loan and lease losses	(1,426)						(1,515)
	Accrued income and other assets	17,655						17,322
	Discontinued assets	233						296
	Total assets	$	186,997					$	187,111
Liabilities
	Money market deposits	$	42,247	$	1,062	2.52 %	%	$	39,525	$	1,146	2.90 %	%
	Other demand deposits	59,203		1,284		2.17		56,130		1,402		2.50
	Savings deposits	4,518		4		.05		5,010		7		.14

	Time deposits	15,323		569		3.72		16,497		752		4.56
	Total interest-bearing deposits	121,291		2,919		2.41		117,162		3,307		2.82
	Federal funds purchased and securities sold under repurchase agreements	325		13		4.12		103		4		4.35
	Bank notes and other short-term borrowings	1,996		84		4.20		2,984		164		5.49
	Long-term debt (f)	11,298		734		6.50		17,279		1,187		6.87
	Total interest-bearing liabilities	134,910		3,750		2.78		137,528		4,662		3.39
	Noninterest-bearing deposits	27,985						28,993
	Accrued expense and other liabilities	4,376						4,886
	Discontinued liabilities (f)	233						296
	Total liabilities	$	167,504					$	171,703
Equity


	Total equity	$	19,493					$	15,408
	Total liabilities and equity	$	186,997					$	187,111
Interest rate spread (TE)						2.08 %	%					1.42 %	%
Net interest income (TE) and net interest margin (TE)				$	4,671	2.69 %	%			$	3,810	2.16 %	%
TE adjustment (b)				35						45
	Net interest income, GAAP basis			$	4,636					$	3,765

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

(b)Interest income on tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory federal income tax rate of 21% for the twelve months ended December 31, 2025, and December 31, 2024, respectively.

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

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

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

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

KeyCorp Reports Fourth Quarter 2025 Results

January 20, 2026

Page 22


Noninterest Expense
(Dollars in millions)

	Three months ended						Twelve months ended
	12/31/2025		9/30/2025		12/31/2024		12/31/2025		12/31/2024
Personnel (a)	$	790	$	742	$	734	$	2,917	$	2,714
Net occupancy	69		65		67		270		266
Computer processing	106		105		107		425		414
Business services and professional fees	61		44		55		193		174
Equipment	22		20		20		83		80
Operating lease expense	8		9		15		38		63
Marketing	28		22		33		95		94



Other expense	157		170		198		682		740
Total noninterest expense	$	1,241	$	1,177	$	1,229	$	4,703	$	4,545


Average full-time equivalent employees (b)	17,396		17,414		16,810		17,226		16,753

(a)Additional detail provided in Personnel Expense table below.


Loan Composition
(Dollars in millions)

							Change 12/31/2025 vs.
	12/31/2025		9/30/2025		12/31/2024		9/30/2025		12/31/2024
Commercial and industrial (a), (b)	$	57,688	$	56,791	$	52,909	1.6 %	%	9.0 %	%
Commercial real estate:
Commercial mortgage	13,707		13,378		13,310		2.5		3.0
Construction	2,844		2,817		2,936		1.0		(3.1)
Total commercial real estate loans	16,551		16,195		16,246		2.2		1.9
Commercial lease financing (b)	2,270		2,333		2,736		(2.7)		(17.0)
Total commercial loans	76,509		75,319		71,891		1.6		6.4
Real estate — residential mortgage	18,732		19,008		19,886		(1.5)		(5.8)
Home equity loans	5,703		5,863		6,358		(2.7)		(10.3)
Other consumer loans	4,644		4,779		5,167		(2.8)		(10.1)
Credit cards	953		933		958		2.1		(.5)

Total consumer loans	30,032		30,583		32,369		(1.8)		(7.2)
Total loans (c), (d)	$	106,541	$	105,902	$	104,260	.6 %	%	2.2 %	%


Summary of Changes in Loans Held for Sale
(Dollars in millions)

	4Q25		3Q25		2Q25		1Q25		4Q24
Balance at beginning of period	$	998	$	530	$	811	$	797	$	1,058
New originations	3,356		3,471		1,806		1,840		2,915
Transfers from (to) held to maturity, net	(35)		—		(71)		6		—
Loan sales	(3,232)		(2,956)		(2,012)		(1,695)		(3,039)
Loan draws (payments), net	(10)		(42)		(1)		(138)		(136)
Valuation and other adjustments	—		(5)		(3)		1		(1)
Balance at end of period	$	1,077	$	998	$	530	$	811	$	797


Summary of Changes in Nonperforming Loans From Continuing Operations
(Dollars in millions)
	4Q25		3Q25		2Q25		1Q25		4Q24
Balance at beginning of period	$	658	$	696	$	686	$	758	$	728
Loans placed on nonaccrual status	248		210		233		170		309

Charge-offs	(124)		(140)		(127)		(126)		(131)
Loans sold	(7)		(13)		—		—		(13)
Payments	(124)		(68)		(74)		(57)		(111)
Transfers to OREO	(1)		(1)		(1)		(2)		(2)


Loans returned to accrual status	(35)		(26)		(21)		(57)		(22)
Balance at end of period	$	615	$	658	$	696	$	686	$	758


Selected Items Impact on Earnings
(Dollars in millions, except per share amounts)
	Pretax(a)		After-tax at marginal rate(a)
Quarter to date results	Amount		Net Income		EPS(c), (e)
Three months ended December 31, 2025




FDIC special assessment (other expense)(d)	$	21	$	16	$	0.01


Three months ended September 30, 2025
FDIC special assessment (other expense)(d)	5		4		—
Three months ended June 30, 2025
No items	—		—		—
Three months ended March 31, 2025
No items	—		—		—
Three months ended December 31, 2024


Loss on sale of securities(b)	(915)		(657)		(0.66)
Scotiabank investment agreement valuation (other income)	(3)		(2)		—
FDIC special assessment (other expense)(d)	3		2		—

Three months ended September 30, 2024
Loss on sale of securities(b)	(918)		(737)		(0.77)
FDIC special assessment (other expense)(d)	6		5		—
Three months ended June 30, 2024



FDIC special assessment (other expense)(d)	(5)		(4)		—
Three months ended March 31, 2024



FDIC special assessment (other expense)(d)	(29)		(22)		(0.02)

Year to date results
Twelve months ended December 31, 2025


FDIC special assessment (other expense)(d)	$	26	$	20	$	0.02



Twelve months ended December 31, 2024
Loss on sale of securities	(1,833)		(1,394)		(1.45)
Scotiabank investment agreement valuation (other income)	(3)		(2)		—








FDIC special assessment (other expense)(d)	(25)		(19)		(0.02)


Page
12			Basis of Presentation
13			Financial Highlights
15			GAAP to Non-GAAP Reconciliation
18			Consolidated Balance Sheets
19			Consolidated Statements of Income
20			Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
22			Noninterest Expense
22			Personnel Expense
22			Loan Composition
22			Loans Held for Sale Composition
23			Summary of Changes in Loans Held for Sale
23			Summary of Loan and Lease Loss Experience From Continuing Operations
24			Asset Quality Statistics From Continuing Operations
24			Summary of Nonperforming Assets and Past Due Loans From Continuing Operations
24			Summary of Changes in Nonperforming Loans From Continuing Operations
25			Line of Business Results
25			Selected Items Impact on Earnings