[10-Q] KeyCorp Quarterly Earnings Report

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Insights

10-Q supplies granular credit-quality and fair-value detail, but numbers not shown, so directionality unclear.

The XBRL taxonomy spans every major balance-sheet category: common and multiple preferred stock classes, loan portfolio segments, fair-value hierarchies, past-due aging buckets and loan-modification types. Tags cover both recurring and non-recurring fair-value measurements, with Level 1-3 input disclosure for securities, derivatives and variable-interest entities. Credit metrics are disaggregated by commercial and consumer segments, FICO bands, performing status and modification type (rate reduction, maturity extension, other, combination). Such breadth signals a standard quarterly update required under ASC 326 and ASC 820. However, the snippet omits quantitative fields—no totals, allowances, income or capital ratios—so neither improvement nor deterioration can be inferred. The filing therefore mainly confirms that KeyCorp continues to report in full compliance with GAAP and regulatory expectations. Absent figures, investors gain structure but not performance direction.

Tag set reveals exhaustive loan-quality stratification; numeric risk shifts cannot be gauged.

Loan data are sliced into granular buckets: pass, criticized accruing, criticized non-accruing, past-due bands, non-performing status, and GNMA-insured exposures. Separate dimensions track commercial sub-sectors—C&I, CRE mortgage, construction, lease financing—and consumer buckets like residential mortgage, home-equity, credit card and other consumer loans. The presence of troubled-debt restructuring tags (now CECL loan modifications) for rate cuts, extensions and collateral valuations signals active workout activity. Fair-value tables list Treasury, MBS, CMO and derivative positions by level, indicating the bank still uses observable market data for most assets. Yet, with zero amounts provided, one cannot judge reserve adequacy, net charge-offs or fair-value swings. The disclosure pattern aligns with normal quarterly practice rather than a material event.

08/05/2025 - 03:50 PM

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-11302

KeyCorp

Exact name of registrant as specified in its charter:


Ohio			34-6542451
State or other jurisdiction of incorporation or organization:			I.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:

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	KEY PrI	New York Stock Exchange
Perpetual Non-Cumulative Preferred Stock, Series E)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-	KEY PrJ	New York Stock Exchange
Cumulative Preferred Stock, Series F)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-	KEY PrK	New York Stock Exchange
Cumulative Preferred Stock, Series G)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-	KEY PrL	New York Stock Exchange
Cumulative Preferred Stock, Series H)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Common Shares with a par value of $1 each			1,096,515,839 shares
Title of class			Outstanding at July 31, 2025

Table of contents

KEYCORP

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION


		Page Number
Item 1.	Financial Statements	49

	Consolidated Balance Sheets	49

	Consolidated Statements of Income	50

	Consolidated Statements of Comprehensive Income	51

	Consolidated Statements of Changes in Equity	52

	Consolidated Statements of Cash Flows	53

	Notes to Consolidated Financial Statements (Unaudited)	54

	Note 1. Basis of Presentation and Accounting Policies	54
	Note 2. Earnings Per Common Share	54
	Note 3. Loan Portfolio	55
	Note 4. Asset Quality	55
	Note 5. Fair Value Measurements	68
	Note 6. Securities	73
	Note 7. Derivatives and Hedging Activities	75
	Note 8. Mortgage Servicing Assets	80
	Note 9. Leases	81
	Note 10. Goodwill	82
	Note 11. Variable Interest Entities	82
	Note 12. Income Taxes	84
	Note 13. Discontinued Operations	85

	Note 14. Employee Benefits	85
	Note 15. Trust Preferred Securities Issued by Unconsolidated Subsidiaries	85
	Note 16. Contingent Liabilities and Guarantees	86
	Note 17. Accumulated Other Comprehensive Income	88
	Note 18. Shareholders’ Equity	89
	Note 19. Business Segment Reporting	90
	Note 20. Revenue from Contracts with Customers	92


	Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	93

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Item 2.	Management’s Discussion & Analysis of Financial Condition & Results of Operations	4
	Introduction	4
	Terminology	4
	Forward-looking statements	5


	Executive overview	7
	Business outlook	7
	Demographics	7
	Supervision and regulation	8
	Results of Operations	11
	Earnings overview	11
	Net interest income	11
	Provision for credit losses	15
	Noninterest income	15
	Noninterest expense	17
	Income taxes	19
	Business Segment Results	19
	Consumer Bank	19
	Commercial Bank	20
	Financial Condition	22
	Loans and loans held for sale	22
	Securities	27
	Deposits and other sources of funds	29
	Capital	30
	Risk Management	33
	Overview	33
	Market risk management	35
	Liquidity risk management	39
	Credit risk management	41
	Operational and compliance risk management	45
	GAAP to Non-GAAP Reconciliations	46
	Critical Accounting Policies and Estimates	47
	Accounting and Reporting Developments	48
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	94
Item 4.	Controls and Procedures	94


	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	94
Item 1A.	Risk Factors	94
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	94
Item 5.	Other Information	95
Item 6.	Exhibits	96
	Signature	97

Table of contents

PART I. FINANCIAL INFORMATION

Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations

Introduction

This section reviews the financial condition and results of operations of KeyCorp and its subsidiaries for the quarterly periods ended June 30, 2025, and June 30, 2024. Some tables may include additional periods to comply with disclosure requirements or to illustrate trends in greater depth. When you read this discussion, you should also refer to the consolidated financial statements and related notes in this report. The page locations of specific sections and notes that we refer to are presented in the Table of Contents.

References to our “2024 Form 10-K” refer to our Form 10-K for the year ended December 31, 2024, which has been filed with the SEC and is available on its website (www.sec.gov) and on our website (www.key.com/ir).

Terminology

Throughout this discussion, references to “Key,” “we,” “our,” “us,” and similar terms refer to the consolidated entity consisting of KeyCorp and its subsidiaries. “KeyCorp” refers solely to the parent holding company, and “KeyBank” refers solely to KeyCorp’s subsidiary bank, KeyBank National Association. “KeyBank (consolidated)” refers to the consolidated entity consisting of KeyBank and its subsidiaries.

We want to explain some industry-specific terms at the outset so you can better understand the discussion that follows.

•We use the phrase continuing operations in this document to mean all of our businesses other than our government-guaranteed and private education lending business, which are accounted for as discontinued operations.

•We engage in capital markets activities primarily through business conducted by our Commercial Bank segment. These activities encompass a variety of products and services. Among other things, we trade securities as a dealer, enter into derivative contracts (both to accommodate clients’ financing needs and to mitigate certain risks), and conduct transactions in foreign currencies (to accommodate clients’ needs).

•For regulatory purposes, capital is divided into two classes. Federal regulations currently prescribe that at least one-half of a bank or BHC’s total risk-based capital must qualify as Tier 1 capital. Both total and Tier 1 capital serve as bases for several measures of capital adequacy, which is an important indicator of financial stability and condition. Banking regulators evaluate a component of Tier 1 capital, known as Common Equity Tier 1, under the Regulatory Capital Rules. The “Capital” section of this report under the heading “Capital adequacy” provides more information on total capital, Tier 1 capital, and the Regulatory Capital Rules, including Common Equity Tier 1, and describes how these measures are calculated.

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The acronyms and abbreviations identified below are used in the Management’s Discussion & Analysis of Financial Condition & Results of Operations as well as in the Notes to Consolidated Financial Statements (Unaudited). You may find it helpful to refer back to this page as you read this report.


ABO: Accumulated benefit obligation. ALCO: Asset/Liability Management Committee. ALLL: Allowance for loan and lease losses. A/LM: Asset/liability management. AML: Anti-money laundering. AOCI: Accumulated other comprehensive income (loss). APBO: Accumulated postretirement benefit obligation. ASC: Accounting Standards Codification. ASU: Accounting Standards Update. ATMs: Automated teller machines. BSA: Bank Secrecy Act. BHCA: Bank Holding Company Act of 1956, as amended. BHCs: Bank holding companies. Board: KeyCorp Board of Directors. CAPM: Capital Asset Pricing Model. CCAR: Comprehensive Capital Analysis and Review. CECL: Current Expected Credit Losses. CFPB: Consumer Financial Protection Bureau, also known as the Bureau of Consumer Financial Protection. CFTC: Commodities Futures Trading Commission. CMBS: Commercial mortgage-backed securities. CMO: Collateralized mortgage obligation. Common Shares: KeyCorp common shares, $1 par value. CVA: Credit valuation adjustment. DCF: Discounted cash flow. DIF: Deposit Insurance Fund of the FDIC. Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. EAD: Exposure at default. EBITDA: Earnings before interest, taxes, depreciation, and amortization. EPS: Earnings per share. ERISA: Employee Retirement Income Security Act of 1974. ERM: Enterprise risk management. EVE: Economic value of equity. FASB: Financial Accounting Standards Board. FDIA: Federal Deposit Insurance Act, as amended. FDIC: Federal Deposit Insurance Corporation. Federal Reserve: Board of Governors of the Federal Reserve System. FHLB: Federal Home Loan Bank of Cincinnati. FHLMC: Federal Home Loan Mortgage Corporation. FICO: Fair Isaac Corporation. FINRA: Financial Industry Regulatory Authority. FNMA: Federal National Mortgage Association. FSOC: Financial Stability Oversight Council. FVA: Fair value of employee benefit plan assets. GAAP: U.S. generally accepted accounting principles.			GNMA: Government National Mortgage Association. HTC: Historic tax credit. IDI: Insured depository institution. IRS: Internal Revenue Service. ISDA: International Swaps and Derivatives Association. KBCM: KeyBanc Capital Markets, Inc. KCC: Key Capital Corporation. KCDC: Key Community Development Corporation. KCIC: Key Community Investment Capital LLC. LCR: Liquidity coverage ratio. LGD: Loss given default. LIHTC: Low-income housing tax credit. LTV: Loan-to-value. Moody’s: Moody’s Investor Services, Inc. MTRM: Market & Treasury Risk Management. MRC: Market Risk Committee. N/A: Not applicable. NAV: Net asset value. NFA: National Futures Association. N/M: Not meaningful. NMTC: New market tax credit. NPR: Notice of proposed rulemaking. NSF: Non-sufficient funds. NYSE: New York Stock Exchange. OBBBA: One Big Beautiful Bill Act. OCC: Office of the Comptroller of the Currency. OCI: Other comprehensive income (loss). OREO: Other real estate owned. PBO: Projected benefit obligation. PCCR: Purchased credit card relationship. PCD: Purchased credit deteriorated. PD: Probability of default. RMBS: Residential mortgage-backed securities. S&P: Standard and Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc. SEC: U.S. Securities & Exchange Commission. Scotiabank: The Bank of Nova Scotia SIFIs: Systemically important financial institutions, including large, interconnected BHCs and nonbank financial companies designated by FSOC for supervision by the Federal Reserve. SOFR: Secured Overnight Financing Rate. TE: Taxable-equivalent. TROC: Treasury Risk Oversight Committee. U.S. Treasury: United States Department of the Treasury. VaR: Value at risk. VEBA: Voluntary Employee Beneficiary Association. VIE: Variable interest entity.

Forward-looking Statements

From time to time, we have made or will make 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,” “will,” “would,” “should,” “could,” or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results or aspirations. Our disclosures in this report contain forward-looking statements. We may also make forward-looking statements in other documents filed with or furnished to the SEC. In addition, we may make forward-looking statements orally to analysts, investors, representatives of the media and others.

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. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this report

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can or will be achieved. Factors that could cause our actual results to differ from those described in forward-looking statements include, but are not limited to:

•the extensive regulation of the U.S. financial services industry;

•complex and evolving laws and regulations regarding privacy and cybersecurity;

•operational or risk management failures by us or critical third parties;

•breaches of security or failures of our technology systems due to technological or other factors, cybersecurity threats, and increased risks resulting from remote work;

•an ineffective risk management framework;

•negative outcomes from claims, litigation, arbitration, investigations, or governmental proceedings;

•failure or circumvention of our controls and procedures;

•our exposure to a wide range of climate-related physical risks across different geographical areas;

•evolving capital and liquidity standards under applicable regulatory rules;

•disruption of the U.S. and global financial system and markets, including ongoing volatility in the capital and bond markets and the impact of inflation, tariffs, and a potential global economic downturn or recession;

•unanticipated changes in our liquidity position, including but not limited to, changes in our access to or the cost of funding and our ability to secure alternative funding sources;

•our ability to receive dividends from our subsidiaries, including KeyBank;

•downgrades in our credit ratings or those of KeyBank;

•a worsening of the U.S. economy due to financial, political or other shocks;

•our ability to anticipate interest rate changes and manage interest rate risk;

•deterioration of economic conditions in the geographic regions where we operate;

•the soundness of other financial institutions, including instability in the financial industry;

•our concentrated credit exposure in commercial and industrial loans;

•deterioration of commercial real estate market fundamentals;

•defaults by our loan clients or counterparties;

•adverse changes in credit quality trends;

•declining asset prices;

•deterioration of asset quality and an increase in credit losses;

•geopolitical destabilization;

•labor shortages and supply chain constraints, as well as the impact of inflation;

•our ability to develop and effectively use the quantitative models we rely upon in our business planning;

•our ability to manage reputational risk, including risks related to corporate responsibility and sustainability efforts;

•our ability to timely and effectively implement our strategic initiatives;

•increased competitive pressure;

•our ability to adapt our products and services to industry standards and consumer preferences;

•our ability to attract and retain talented executives and employees;

•unanticipated adverse effects of strategic partnerships or acquisitions and dispositions of assets or businesses;

•the potential impact of Scotiabank’s significant equity interest in our business;

•inaccurate assumptions or estimates underlying our consolidated financial statements;

•changes in accounting policies, standards, and interpretations; and

•impairment of goodwill.

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, except as required by applicable securities laws. Before making an investment decision, you should carefully consider all risks and uncertainties disclosed in our 2024 Form 10-K, in Part II, Item 1A. "Risk Factors" of this report, and in any subsequent reports filed with the SEC by Key, as well as our registration statements under the Securities Act of 1933, as amended, all of which are or will upon filing be accessible on the SEC’s website at www.sec.gov and on our website at www.key.com/ir.

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Executive Overview

Key reported $387 million in net income from continuing operations attributable to Key common shareholders, or diluted earnings per share of $0.35, in the second quarter of 2025.

Our actions and results during the second quarter of 2025 support our corporate strategy described in the “Introduction” section under the “Corporate strategy” heading on page 50 of our 2024 Form 10-K.

•Our relationship-based business model and our long-term strategic commitment to primacy, that is, serving as our client's primary bank, continues to serve us well, highlighted by a 3% increase quarter-over-quarter in commercial loans and 2% increase year-over-year in client deposits and net new relationship households.

•Our Assets Under Management stand at a record high of $64.2 billion for the second quarter of 2025, driven by net positive cash inflows and market impacts on portfolios.

•Our continuous focus on maintaining our risk discipline has and should continue to position us to perform well through all business cycles. Net charge-offs are tracking at the low-end of our current outlook for the year.

•Our noninterest income increased 10% year-over-year, driven by differentiated fee businesses strategically focused on targeted scale.

•We ended the quarter with a Common Equity Tier 1 ratio of 11.7%(a), up approximately 120 basis points year-over-year, which positions us to continue to support existing and prospective clients.

(a) June 30, 2025 capital ratios are estimates

Business outlook

Consistent with the forward guidance we provided on July 22, 2025, we expect these current year results, that is, full year 2025 vs. full year 2024:

Category

2024 Baseline

FY2025 (vs FY 2024)(a)

Average loans

$107.7 Billion

down 1% to 3% (previously down 2% to 5%)

Ending loans

$104.3 Billion

up ~2% vs YE 2024 (previously Flat vs YE 2024)

PE Commercial Loans

$71.9 Billion

up ~5% (previously up 2% - 4%)

Net interest income (TE)(c)

$3,810 Million

up 20% to 22%(b) (previously up ~20%)

Adjusted noninterest income(c)

$2,645 Million

up 5%+

Adjusted noninterest expense(c)

$4,520 Million

up 3% to 5%

Net charge-offs to average loans

41 bps

40 to 45 basis points (FY2025)

Effective tax rate

~21% to 22% (FY2025)

Tax-equivalent Effective Rate(d)

~23% to 24% (FY2025)

(a) Ranges are shown on an operating basis.

(b) Additional Guidance: Net interest income (TE): 11%+ 4Q25 vs 4Q24 (previously 10%+ 4Q25 vs. 4Q24).

(c) Key is unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly related 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.

(d) Reflects the estimated full year taxable-equivalent adjustment.

Demographics

The Consumer Bank serves individuals and small businesses throughout our 15-state branch footprint as well as healthcare professionals nationally through our digital channel by offering a variety of deposit and investment products, personal finance and financial wellness services, lending, mortgage and home equity, student loan refinancing, credit card, treasury services, and business advisory services. In addition, wealth management and investment services are offered to assist institutional, non-profit, and high-net-worth clients with their banking, trust, portfolio management, charitable giving, and related needs.

The Commercial Bank is an aggregation of our Institutional and Commercial operating segments. The Commercial operating segment is a full-service corporate bank focused principally on serving the borrowing, cash management, and capital markets needs of middle market clients within Key’s 15-state branch footprint. The Institutional operating segment operates nationally in providing lending, equipment financing, and banking products and services to large corporate and institutional clients. The industry coverage and product teams have established expertise in the following sectors: Consumer, Energy, Healthcare, Industrial, Public Sector, Real Estate, and Technology. It is also a significant, national, commercial real estate lender and third-party master and special servicer of commercial mortgage loans. The operating segment also includes the KBCM platform which provides a broad suite of capital markets products and services including syndicated finance, debt and equity underwriting, fixed income and equity sales and trading, derivatives, foreign exchange, mergers & acquisition and other advisory, and public finance.

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Supervision and regulation

The following discussion provides a summary of recent regulatory developments and should be read in conjunction with the disclosure included in our 2024 Form 10-K under the heading “Supervision and Regulation” in Item 1. Business and under the heading “V. Compliance Risk” in Item 1A. Risk Factors as well as the disclosure included in Part II, Item 1A. "Risk Factors" of this report.

Regulatory capital requirements

KeyCorp and KeyBank are subject to regulatory capital requirements that are based largely on the Basel III international capital framework (“Basel III”). The Basel III capital framework and the U.S. implementation of the Basel III capital framework (“Regulatory Capital Rules”) are discussed in more detail in Item 1. Business of our 2024 Form 10-K under the heading “Supervision and Regulation — Regulatory capital requirements.”

Under the Regulatory Capital Rules, standardized approach banking organizations, such as KeyCorp and KeyBank, are required to meet the minimum capital and leverage ratios set forth in Figure 1 below. At June 30, 2025, KeyCorp’s ratios under the fully phased-in Regulatory Capital Rules were as set forth in Figure 1.

Figure 1. Minimum Capital Ratios and KeyCorp Ratios Under the Regulatory Capital Rules


Ratios (including stress capital buffer)	Regulatory Minimum Requirement		Stress Capital Buffer (b)		Regulatory Minimum Stress Capital Buffer		KeyCorp June 30, 2025 (c)
Common Equity Tier 1	4.50	%	3.10	%	7.60	%	11.72	%
Tier 1 Capital	6.00		3.10		9.10		13.43
Total Capital	8.00		3.10		11.10		15.72
Leverage (a)	4.00		N/A		4.00		10.25

(a)As a standardized approach banking organization, KeyCorp is not subject to the 3% supplementary leverage ratio requirement. However, KeyCorp will be subject to the supplementary leverage ratio if proposed revisions to the Regulatory Capital Rules are adopted.

(b)Stress capital buffer must consist of Common Equity Tier 1 capital. As a standardized approach banking organization, KeyCorp is not subject to the countercyclical capital buffer of up to 2.5% imposed upon an advanced approaches banking organization under the Regulatory Capital Rules. However, KeyCorp will be subject to the countercyclical capital buffer if proposed revisions to the Regulatory Capital Rules are adopted.

(c)June 30, 2025 capital ratios are estimates

Revised prompt corrective action framework

The federal Prompt Corrective Action (“PCA”) framework under the FDIA groups FDIC-insured depository institutions into one of five prompt corrective action capital categories: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” In addition to implementing the Basel III capital framework in the United States, the Regulatory Capital Rules also revised the PCA capital category threshold ratios applicable to FDIC-insured depository institutions such as KeyBank. The revised PCA framework table in Figure 2 identifies the capital category threshold ratios for a “well capitalized” and an “adequately capitalized” institution under the PCA Framework.

Figure 2. "Well Capitalized" and "Adequately Capitalized" Capital Category Ratios under Revised Prompt Corrective Action Framework


Prompt Corrective Action	Capital Category
Ratio	Well Capitalized (a)		Adequately Capitalized
Common Equity Tier 1 Risk-Based	6.50	%	4.50	%
Tier 1 Risk-Based	8.00		6.00
Total Risk-Based	10.00		8.00
Tier 1 Leverage (b)	5.00		4.00

(a)A “well capitalized” institution also must not be subject to any written agreement, order, or directive to meet and maintain a specific capital level for any capital measure.

(b)As a “standardized approach” banking organization, KeyBank is not subject to the 3% supplementary leverage ratio requirement, which became effective January 1, 2018. However, KeyBank will be subject to the supplementary leverage ratio if proposed revisions to the Regulatory Capital Rules are adopted.

As of June 30, 2025, KeyBank (consolidated) satisfied the risk-based and leverage capital requirements necessary to be considered “well capitalized” for purposes of the revised prompt corrective action framework. However, investors should not regard this determination as a representation of the overall financial condition or prospects of KeyBank because the PCA framework is intended to serve a limited supervisory function. Moreover, it is important to note that the PCA framework does not apply to BHCs, like KeyCorp.

Capital planning and stress testing

KeyCorp is a Category IV banking organization subject to a supervisory stress test every other year. On June 26, 2024, the Federal Reserve announced the results of the supervisory stress test that it conducted of 31 BHCs having

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more than $100 billion in total consolidated assets (including KeyCorp). The Federal Reserve indicated that all BHCs subject to the stress test maintained capital ratios above the minimum required levels under the severely adverse scenario. The stress test results for individual BHCs (including KeyCorp) were used by the Federal Reserve to determine a BHC’s updated stress capital buffer requirement. The Federal Reserve published the updated stress capital buffer requirements on August 28, 2024. KeyCorp’s updated stress capital buffer is 3.1%. This stress capital buffer became effective on October 1, 2024 and will remain in effect until September 30, 2025, unless KeyCorp later receives an updated stress capital buffer requirement from the Federal Reserve.

On June 27, 2025, the Federal Reserve announced the results of the supervisory stress test that it conducted of 22 large BHCs (not including KeyCorp). As a Category IV banking organization subject to a supervisory stress test every other year, KeyCorp was not required to participate in the Federal Reserve’s supervisory stress test in 2025.

See Item 1. Business of our 2024 Form 10-K under the heading “Supervision and Regulation - Regulatory capital requirements - Capital planning and stress testing” for a discussion of other developments concerning capital planning and stress testing requirements.

Proposed updates to LFI Rating System

On July 10, 2025, the Federal Reserve issued for public comment a proposal to revise its Large Financial Institution Rating System (the “LFI Rating System”) that applies to BHCs with total consolidated assets of $100 billion or more, including KeyCorp. The proposal would revise the component ratings that a firm must receive to be considered “well managed.” A firm that is not “well managed” faces limitations on certain activities and acquisitions. The Federal Reserve said that the proposed revisions are intended to provide a more accurate assessment of a BHC’s financial and operational strength and resilience and better align the LFI Rating System with the rating systems used for other banking organizations. Comments on the proposal are due 30 days after publication in the Federal Register, or August 14, 2025.

Deposit insurance and assessments

The DIF provides insurance coverage for domestic deposits funded through assessments on insured depository institutions like KeyBank. The amount of deposit insurance coverage for each depositor’s deposits is $250,000 per depository.

The FDIC must assess the premium based on an insured depository institution’s assessment base, calculated as its average consolidated total assets minus its average tangible equity. KeyBank’s current annualized premium assessments can range from $0.025 to $0.45 for each $100 of its assessment base. The rate charged depends on KeyBank’s performance on the FDIC’s “large and highly complex institution” risk-assessment scorecard, which includes factors such as KeyBank’s regulatory rating, its ability to withstand asset and funding-related stress, and the relative magnitude of potential losses to the FDIC in the event of KeyBank’s failure.

See Item 1. Business of our 2024 Form 10-K under the heading “Supervision and Regulation – FDIA, Resolution Authority and Financial Stability - Deposit insurance and assessments” for a discussion of other developments concerning deposit insurance and assessments.

Consumer Financial Protection Bureau

The CFPB, which was created by the Dodd-Frank Act in 2010, was given the authority by that statute to regulate the offer and sale of consumer financial products and services, enforce federal consumer protection laws, and supervise certain providers of consumer financial products and services, including banks with over $10 billion in assets (such as KeyBank). The Trump administration has announced its intention to close the CFPB and has taken various actions to accomplish that objective, including issuing a stop work order to CFPB employees, terminating many CFPB employees, placing other CFPB employees on administrative leave, and significantly reducing the CFPB’s annual funding through legislation. A union representing the CFPB’s employees and other interested parties brought a lawsuit in the United States District Court for District of Columbia, seeking a court order to stop the Trump administration from dismantling the CFPB. On March 25, 2025, the court in that case issued a preliminary injunction, which enjoined the Trump administration from taking actions to dismantle the CFPB. The Trump administration has appealed this court order. On April 11, 2025, the United States Court of Appeals for the District of Columbia Circuit denied, in large part, a request by the Trump administration to stay the preliminary injunction while the appeal is pending, but the court ruled that the administration would be allowed to terminate some CFPB

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employees before the appeal is resolved by making particularized assessments that those employees are not necessary to carry out the agency’s statutory duties. Key is monitoring developments in this case.

Data collection and reporting for small business loans

On March 30, 2023, the CFPB issued a final rule to require certain lenders (including depository institutions such as KeyBank) to report detailed data on applications for credit submitted by small businesses, including those owned by women and minorities. This rule was issued to implement Section 1071 of the Dodd-Frank Act. Various lawsuits were brought to challenge this rule. In one of these lawsuits, the CFPB, on April 3, 2025, asked the court to hold the lawsuit in abeyance because the CFPB planned to issue a new proposed rulemaking on this subject. Key is monitoring developments in this case. In that case and two other cases challenging the 1071 rule, courts stayed compliance with the rule for the parties in those cases. On June 18, 2025, the CFPB issued an interim final rule delaying compliance with the 1071 rule for all institutions covered by the rule. The CFPB extended the compliance dates by approximately one year so that the highest volume lenders would not have to begin collecting data in accordance with the 1071 rule until July 1, 2026, and the moderate and smallest volume lenders would not have to begin collecting such data until January 1, 2027, and October 1, 2027, respectively. Comments on the interim final rule were due by July 18, 2025. Key is monitoring developments regarding the status of the 1071 rule.

Personal financial data rights

On October 22, 2024, the CFPB issued a final rule to implement Section 1033 of the Dodd-Frank Act. The 1033 rule requires financial institutions (including KeyBank) to make available to consumers and authorized third parties data concerning covered consumer financial products or services in an electronic form usable by the consumer and authorized third parties. In adopting the rule, the CFPB said that the 1033 rule was a step towards bringing about an “open banking” system in the United States. Following the issuance of this rule, two trade associations and a national bank filed a lawsuit challenging the rule in the United States District Court for the Eastern District of Kentucky. In this lawsuit, the plaintiffs alleged that the CFPB exceeded its statutory authority in adopting the 1033 rule. On May 23, 2025, the CFPB filed a status report with the court saying that it agreed with the plaintiffs that the 1033 rule exceeded the agency’s statutory authority. On May 30, 2025, the parties challenging the rule and the CFPB filed a motion for summary judgment asking the court to invalidate the rule. In a summary judgment motion filed on June 29, 2025, the Financial Technology Association, which had been allowed to intervene in this case, asked the court to uphold the rule. Key is monitoring developments in this case.

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Results of Operations

Earnings overview

The following chart provides a reconciliation of net income (loss) from continuing operations attributable to Key common shareholders for the three months ended June 30, 2024, to the three months ended June 30, 2025 (dollars in millions):

Net interest income

One of our principal sources of revenue is net interest income. Net interest income is the difference between interest income received on earning assets (such as loans and securities) and loan-related fee income, and interest expense paid on deposits and borrowings. There are several factors that affect net interest income, including:

•the volume, pricing, mix, and maturity of earning assets and interest-bearing liabilities;

•the volume and value of net free funds, such as noninterest-bearing deposits and equity capital;

•the use of derivative instruments to manage interest rate risk;

•interest rate fluctuations and competitive conditions within the marketplace;

•asset quality; and

•fair value accounting of acquired earning assets and interest-bearing liabilities.

To make it easier to compare both the results across several periods and the yields on various types of earning assets (some taxable, some not), we present net interest income in this discussion on a “TE basis” (i.e., as if all income were taxable and at the same rate). For example, $100 of tax-exempt income would be presented as $126, an amount that, if taxed at the statutory federal income tax rate of 21%, would yield $100.

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Net interest income (TE) 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 (TE) increased $251 million and 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 repricing of certain earning assets and lower loan balances.

For the six months ended June 30, 2025, net interest income (TE) increased $470 million from the same period last year and net interest margin increased by 59 basis points. Net interest income (TE) benefited from a decline in funding costs, including interest-bearing deposit costs, the reinvestment of maturing low-yielding investments, fixed rate loans and swaps 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 repricing of certain earning assets and lower loan balances.

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.

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.

Figure 3 shows the various components of our balance sheet that affect interest income and expense and their respective yields or rates for the current period and comparative year ago period. This figure also presents a reconciliation of TE net interest income to net interest income reported in accordance with GAAP for each of those quarters. The net interest margin, which is an indicator of the profitability of the earning assets portfolio less the cost of funding, is calculated by dividing annualized TE net interest income by average earning assets.

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Figure 3. Consolidated Average Balance Sheets, Net Interest Income, and Yields/Rates and Components of Net Interest Income Changes from Continuing Operations(g)


	Three months ended June 30, 2025						Three months ended June 30, 2024						Change in Net interest income due to
Dollars in millions	Average Balance		Interest (a)		Yield/ Rate (a)		Average Balance		Interest (a)		Yield/ Rate (a)		Volume		Yield/Rate		Total
ASSETS
Loans (b), (c)
Commercial and industrial (d)	$	55,604	$	838	6.04	%	$	54,599	$	860	6.34	%	$	16	$	(38)	$	(22)
Real estate — commercial mortgage	13,311		200		6.02		14,287		217		6.10		(15)		(2)		(17)
Real estate — construction	2,873		50		6.95		3,020		56		7.51		(3)		(3)		(6)
Commercial lease financing	2,524		22		3.59		3,193		28		3.46		(6)		—		(6)
Total commercial loans	74,312		1,110		5.99		75,099		1,161		6.22		(8)		(43)		(51)
Real estate — residential mortgage	19,446		162		3.34		20,515		169		3.30		(9)		2		(7)
Home equity loans	6,091		86		5.63		6,817		102		5.98		(10)		(6)		(16)
Other consumer loans	4,946		63		5.09		5,597		70		5.00		(8)		1		(7)
Credit cards	920		31		13.44		933		34		14.63		—		(3)		(3)

Total consumer loans	31,403		342		4.36		33,862		375		4.44		(27)		(6)		(33)
Total loans	105,715		1,452		5.51		108,961		1,536		5.66		(35)		(49)		(84)
Loans held for sale	770		11		5.72		599		8		5.42		2		1		3
Securities available for sale (b), (e)	40,714		411		3.76		36,764		259		2.42		30		122		152
Held-to-maturity securities (b)	7,038		61		3.46		8,123		73		3.59		(9)		(3)		(12)
Trading account assets	1,259		16		5.32		1,231		16		5.38		—		—		—
Short-term investments	13,489		157		4.67		13,729		192		5.62		(3)		(32)		(35)
Other investments (e)	1,015		8		3.41		1,234		16		5.19		(2)		(6)		(8)
Total earning assets	170,000		2,116		4.90		170,641		2,100		4.77		(17)		33		16
Allowance for loan and lease losses	(1,424)						(1,534)
Accrued income and other assets	18,224						17,476
Discontinued assets	239						305
Total assets	$	187,039					$	186,888

LIABILITIES
Money market deposits	$	42,586	$	276	2.60	%	$	39,364	$	290	2.97	%	$	23	$	(37)	$	(14)
Demand deposits	57,155		309		2.17		54,629		340		2.50		15		(46)		(31)
Savings deposits	4,631		1		0.06		5,189		2		0.19		—		(1)		(1)

Time deposits	15,601		144		3.70		16,019		185		4.64		(5)		(36)		(41)
Total interest-bearing deposits	119,973		730		2.44		115,201		817		2.85		33		(120)		(87)
Federal funds purchased and securities sold under repurchase agreements	415		4		4.28		124		1		4.76		3		—		3
Bank notes and other short-term borrowings	3,288		34		4.27		3,617		51		5.57		(4)		(13)		(17)
Long-term debt (f)	12,088		198		6.55		19,219		332		6.91		(118)		(16)		(134)
Total interest-bearing liabilities	135,764		966		2.86		138,161		1,201		3.49		(86)		(149)		(235)
Noninterest-bearing deposits	27,473						28,979
Accrued expense and other liabilities	4,295						4,969
Discontinued liabilities (f)	239						305
Total liabilities	167,771						172,414
EQUITY
Key shareholders’ equity	19,268						14,474


Total liabilities and equity	$	187,039					$	186,888

Interest rate spread (TE)					2.04	%					1.28	%
Net interest income (TE) and net interest margin (TE)			$	1,150	2.66	%			$	899	2.04	%	$	69	$	182	251
TE adjustment (b)			9						12
Net interest income, GAAP basis			$	1,141					$	887

(a)Results are from continuing operations. Interest excludes the interest associated with the liabilities referred to in (f), 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, 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 and $218 million of assets from commercial credit cards for the three 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 $43.8 billion and $42.8 billion for the three months ended June 30, 2025 and June 30, 2024, respectively. Yield based on the fair value of securities available for sale was 4.03% and 2.82% for the three 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 our matched funds transfer pricing methodology to discontinued operations.

(g)Average balances presented are based on daily average balances over the respective stated period.

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Figure 3. Consolidated Average Balance Sheets, Net Interest Income, and Yields/Rates and Components of Net Interest Income Changes from Continuing Operations(g)


	Six months ended June 30, 2025						Six months ended June 30, 2024						Change in Net interest income due to
Dollars in millions	Average Balance		Interest (a)		Yield/ Rate (a)		Average Balance		Interest (a)		Yield/ Rate (a)		Volume		Yield/Rate		Total
ASSETS
Loans (b), (c)
Commercial and industrial (d)	$	54,680	$	1,638	6.04	%	$	54,909	$	1,714	6.28	%	$	(7)	$	(69)	$	(76)
Real estate — commercial mortgage	13,187		392		5.99		14,562		446		6.16		(41)		(13)		(54)
Real estate — construction	2,889		99		6.91		3,030		113		7.51		(5)		(9)		(14)
Commercial lease financing	2,588		46		3.55		3,269		55		3.34		(12)		3		(9)
Total commercial loans	73,344		2,175		5.98		75,770		2,328		6.18		(65)		(88)		(153)
Real estate — residential mortgage	19,591		327		3.34		20,664		340		3.30		(18)		5		(13)
Home equity loans	6,169		172		5.62		6,921		206		5.98		(21)		(13)		(34)
Other consumer loans	5,016		126		5.05		5,699		142		5.00		(17)		1		(16)
Credit cards	919		62		13.74		943		69		14.78		(2)		(5)		(7)

Total consumer loans	31,695		687		4.35		34,227		757		4.44		(58)		(12)		(70)
Total loans	105,039		2,862		5.49		109,997		3,085		5.64		(123)		(100)		(223)
Loans held for sale	792		25		6.23		744		22		5.86		1		2		3
Securities available for sale (b), (e)	40,021		803		3.73		36,926		491		2.29		44		268		312
Held-to-maturity securities (b)	7,156		124		3.46		8,273		148		3.58		(19)		(5)		(24)
Trading account assets	1,277		33		5.26		1,171		30		5.30		3		—		3
Short-term investments	14,345		331		4.65		11,986		334		5.61		60		(63)		(3)
Other investments (e)	975		17		3.57		1,235		33		5.29		(6)		(10)		(16)
Total earning assets	169,605		4,195		4.88		170,332		4,143		4.72		(40)		92		52
Allowance for loan and lease losses	(1,413)						(1,519)
Accrued income and other assets	18,254						17,412
Discontinued assets	246						317
Total assets	$	186,692					$	186,542

LIABILITIES
Money market deposits	$	42,298	$	551	2.63	%	$	38,512	$	554	2.89	%	$	52	$	(55)	$	(3)
Demand deposits	57,307		619		2.18		55,383		697		2.53		24		(102)		(78)
Savings deposits	4,620		2		.06		5,221		3		.13		—		(1)		(1)

Time deposits	16,110		311		3.90		15,225		345		4.55		19		(53)		(34)
Total interest-bearing deposits	120,335		1,483		2.49		114,341		1,599		2.81		95		(211)		(116)
Federal funds purchased and securities sold under repurchase agreements	258		5		4.22		115		2		4.42		3		—		3
Bank notes and other short-term borrowings	2,784		61		4.47		3,471		97		5.60		(17)		(19)		(36)
Long-term debt (g)	11,934		391		6.58		19,378		660		6.81		(245)		(24)		(269)
Total interest-bearing liabilities	135,311		1,940		2.89		137,305		2,358		3.45		(164)		(254)		(418)
Noninterest-bearing deposits	27,655						29,189
Accrued expense and other liabilities	4,528						5,170
Discontinued liabilities (f)	246						317
Total liabilities	167,740						171,981
EQUITY
Key shareholders’ equity	18,952						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	%	$	124	$	346	$	470
TE adjustment (b)			18						23
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 (g) 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.

(g)Average balances presented are based on daily average balances over the respective stated period.

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Provision for credit losses

Key’s provision for credit losses was $138 million for the three months ended June 30, 2025, compared to $100 million for the three months ended June 30, 2024. The provision for credit losses was $256 million for the six months ended June 30, 2025, compared to $201 million for the six months ended June 30, 2024. The increase from the year-ago quarter reflects higher net loan charge-offs and a higher reserve build to capture loan growth and the worsening macroeconomic outlook, partly offset by changes in the portfolio mix.

Noninterest income

As shown in Figure 4, noninterest income was $690 million for the second quarter of 2025, compared to noninterest income of $627 million for the year-ago quarter. Noninterest income was $1.4 billion for the six months ended June 30, 2025, compared to $1.3 billion for the six months ended June 30, 2024.

The following discussion explains the composition of certain elements of our noninterest income and the factors that caused those elements to change.

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Figure 4. Noninterest Income

Trust and investment services income

Trust and investment services income consists of brokerage commissions, trust and asset management fees, and insurance income. The assets under management that primarily generate certain trust and asset management fees are shown in Figure 5. For the three months ended June 30, 2025, trust and investment services income was up $7 million, or 5.0%, compared to the same period one year ago. For the six months ended June 30, 2025, trust and investment services income was up $10 million, or 3.6%, compared to the same period one year ago. This revenue growth was primarily due to an increase in fees associated with higher assets under management balances.

A significant portion of our trust and investment services income depends on the value and mix of assets under management. As shown in Figure 5, at June 30, 2025, our bank, trust, and registered investment advisory subsidiaries had assets under management of $64.2 billion, up 11.5% compared to June 30, 2024. The increase was driven by net positive cash in-flows and market impacts on portfolios.

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Figure 5. Assets Under Management or Administration


Dollars in millions	June 30, 2025		March 31, 2025		December 31, 2024		September 30, 2024		June 30, 2024
Discretionary assets under management by investment type:
Equity	$	35,987	$	33,478	$	34,541	$	34,500	$	32,691

Fixed income	14,591		14,290		13,942		14,256		14,136
Money market	6,420		6,851		6,785		6,587		5,639
Total discretionary assets under management	56,998		54,619		55,268		55,343		52,466
Non-discretionary assets under administration	7,246		6,434		6,093		5,779		5,136
Total	$	64,244	$	61,053	$	61,361	$	61,122	$	57,602

Investment banking and debt placement fees

Investment banking and debt placement fees consist of syndication fees, debt and equity securities underwriting fees, merger and acquisition and financial advisory fees, gains on sales of commercial mortgages, and agency origination fees. For the three months ended June 30, 2025, investment banking and debt placement fees were up $52 million, or 41.3%, compared to the same period a year ago. For the six months ended June 30, 2025, investment banking and debt placement fees increased $57 million, or 19.3%. The movement reflects an increase in syndications, equity new issue underwriting, and commercial real estate activities.

Service charges on deposit accounts

Service charges on deposit accounts increased $7 million, or 10.6%, for the three months ended June 30, 2025, compared to the same period one year ago. For the six months ended June 30, 2025, service charges on deposit accounts increased by $13 million, or 10.1%, from the six months ended June 30, 2024. These increases were driven by higher account analysis fees.

Cards and payments income

Cards and payments income, which consists of debit card, prepaid card, consumer and commercial credit card, and merchant services income, was flat for the three months ended June 30, 2025, compared to the same period one year ago. For the six months ended June 30, 2025, cards and payment income increased $5 million, or 3.1%, from the same period a year ago. This increase was primarily a result of higher credit card spend volume slightly offset by higher credit card reward costs.

Other noninterest income

Other noninterest income includes operating lease income and other leasing gains, corporate services income,

corporate-owned life insurance income, consumer mortgage income, commercial mortgage servicing fees, net securities gains/(losses), and other income. Other noninterest income for the three months ended June 30, 2025, decreased $3 million, or 1.4%, from the year-ago quarter, as a result of a decrease in other income and operating lease income, offset by increases in commercial mortgage servicing fees attributable to higher active special servicing balances, corporate services income and net securities gains/(losses). For the six months ended June 30, 2025, other noninterest income decreased $1 million, or 0.2%, from the same period a year ago, driven by a decrease in operating lease income and other leasing gains and other income, offset by increases in commercial mortgage servicing fees attributable to higher active special servicing balances and net securities gains/losses.

Noninterest expense

As shown in Figure 6, noninterest expense was $1.2 billion for the second quarter of 2025, compared to $1.1 billion for the second quarter of 2024. Noninterest expense was $2.3 billion for the six months ended June 30, 2025, compared to $2.2 billion for the six months ended June 30, 2024.

The following discussion explains the composition of certain elements of our noninterest expense and the factors that caused those elements to change.

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Figure 6. Noninterest Expense

(a)Other noninterest expense includes equipment, operating lease expense, marketing, and other expense. See the "Consolidated Statements of Income" in Item 1. Financial Statements of this report.

Personnel

Personnel expense, the largest category of our noninterest expense, increased by $69 million, or 10.8%, for the three months ended June 30, 2025, compared to the same period one year ago. For the six months ended June 30, 2025, personnel expense was up $75 million, or 5.7%, compared to the same period one year ago. The increases were driven continued investments in people and higher incentive compensation.

Nonpersonnel expense

Other nonpersonnel expense includes net occupancy, computer processing, business services and professional fees, equipment, operating lease expense, marketing, and other miscellaneous expense categories. Other nonpersonnel expense for the three months ended June 30, 2025, increased $6 million, or 1.4%, from the year-ago quarter, primarily due to increases in business services and professional fees driven by increases in technology-related investments, offset by decreases in operating lease expense and other expense. For the six months ended June 30, 2025, other nonpersonnel expense decreased $12 million, or 1.3%, from the six months ended June 30, 2024, primarily due to decreases in operating lease expense and other expense.

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Income taxes

We recorded tax expense of $116 million for the second quarter of 2025 and $62 million for the second quarter of 2024. We recorded tax expense of $225 million for the six months ended June 30, 2025, compared to $121 million for the six months ended June 30, 2024.

Our federal tax expense and effective tax rate differs from the amount that would be calculated using the federal statutory tax rate, primarily due to investments in tax-advantaged assets, such as corporate-owned life insurance, tax credits associated with low-income housing investments, and periodic adjustments to our tax reserves.

On July 4, 2025, new U.S. tax legislation was signed into law (known as the "One Big Beautiful Bill Act" or "OBBBA"), which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. Key is currently evaluating the impact of the new legislation, but does not expect any material change to our ongoing tax rate or any material impact on our results of operations.

Additional information pertaining to how our tax expense (benefit) and the resulting effective tax rates were derived is included in Note 14 (“Income Taxes”) beginning on page 158 of our 2024 Form 10-K.

Business Segment Results

This section summarizes the financial performance of our two major business segments (operating segments): Consumer Bank and Commercial Bank. Note 19 (“Business Segment Reporting”) describes the products and services offered by each of these business segments and provides more detailed financial information pertaining to the segments. For more information on the segment imperatives and market and business overview, see “Business Segment Results” beginning on page 60 of our 2024 Form 10-K. Dollars in the charts are presented in millions.

Consumer Bank

Summary of operations

•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 attributable to the Consumer Bank 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

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•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, or 0.4%, from the second quarter of 2024, driven by an increase in trust and investment services income, partially offset by a decrease in consumer mortgage income

•Noninterest expense increased $48 million, or 7.4%, from the second quarter of 2024, primarily driven by higher support and overhead expense

Commercial Bank

Summary of operations

•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, 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, or 2.6%, compared to the second quarter of 2024, driven by a reduction in higher-cost client balances

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•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, or 17.1%, from 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, or 4.2%, compared to the second quarter of 2024, driven by higher support and overhead expense

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Financial Condition

Loans and loans held for sale

Figure 7. Breakdown of Loans at June 30, 2025

(a)See Note 3 (“Loan Portfolio”) in Item 1. Financial Statements of this report.

At June 30, 2025, total loans outstanding from continuing operations were $106.4 billion, compared to $104.3 billion at December 31, 2024. For more information on balance sheet carrying value, see Note 1 (“Summary of Significant Accounting Policies”) under the headings “Loans” and “Loans Held for Sale” starting on page 110 of our 2024 Form 10-K.

Commercial loan portfolio

Commercial loans outstanding were $75.2 billion at June 30, 2025, an increase of $3.3 billion, or 4.6%, compared to December 31, 2024, primarily driven by increases in commercial and industrial loans.

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Figure 8 provides our commercial loan portfolios by industry classification at June 30, 2025, and December 31, 2024.

Figure 8. Commercial Loans by Industry


June 30, 2025	Commercial and industrial		Commercial real estate		Commercial lease financing		Total commercial loans		Percent of total
Dollars in millions
Industry classification:
Agriculture	$	902	$	101	$	78	$	1,081	1.4	%
Automotive	2,322		583		1		2,906		3.9

Business services	3,187		246		86		3,519		4.7

Commercial real estate	7,928		12,243		1		20,172		26.8
Construction materials and contractors	1,987		241		175		2,403		3.2
Consumer goods	3,906		514		179		4,599		6.1
Consumer services	4,201		602		300		5,103		6.8
Equipment	1,770		147		115		2,032		2.7
Finance	11,682		106		192		11,980		15.9
Healthcare	2,733		1,472		173		4,378		5.8
Materials and extraction	2,026		196		123		2,345		3.1
Oil and gas	1,966		29		9		2,004		2.7
Public exposure	1,876		7		331		2,214		2.9
Technology, media, and telecom	695		11		36		742		1.0
Transportation	855		127		272		1,254		1.7
Utilities	7,700		6		364		8,070		10.7
Other	322		61		37		420		0.6
Total	$	56,058	$	16,692	$	2,472	$	75,222	100.0	%

December 31, 2024	Commercial and industrial		Commercial real estate		Commercial lease financing		Total commercial loans		Percent of total
Dollars in millions
Industry classification:
Agriculture	$	875	$	99	$	80	$	1,054	1.5	%
Automotive	2,173		673		2		2,848		4.0

Business services	2,899		262		81		3,242		4.5

Commercial real estate	7,799		11,909		3		19,711		27.4
Construction materials and contractors	1,839		258		203		2,300		3.2
Consumer goods	3,556		533		190		4,279		5.9
Consumer services	4,127		616		328		5,071		7.1
Equipment	1,740		159		137		2,036		2.8
Finance	10,103		99		209		10,411		14.5
Healthcare	2,707		1,204		210		4,121		5.7
Materials and extraction	2,135		196		134		2,465		3.4
Oil and gas	1,950		28		10		1,988		2.8
Public exposure	1,961		7		387		2,355		3.3
Technology, media, and telecom	521		10		44		575		0.8
Transportation	849		127		291		1,267		1.8
Utilities	7,279		6		422		7,707		10.7
Other	396		60		5		461		0.6
Total	$	52,909	$	16,246	$	2,736	$	71,891	100.0	%

Commercial and industrial. Commercial and industrial loans are the largest component of our loan portfolio, representing 53% of our total loan portfolio at June 30, 2025, and 51% at December 31, 2024. This portfolio is approximately 91% variable rate and consists of loans originated primarily to large corporate, middle market, and small business clients.

Commercial and industrial loans totaled $56.1 billion at June 30, 2025, an increase of $3.1 billion, or 6.0%, compared to December 31, 2024. The increase was broad-based across most industry categories.

Commercial real estate loans. Our commercial real estate portfolio includes project loans primarily focused in market-rate and affordable multi-family housing loans, owner-occupied commercial and industrial operating company buildings, and community center grocer-anchored retail centers. These three commercial real estate segments make up 72% of our commercial real estate portfolio. Our non-owner-occupied portfolio is focused on operators of commercial real estate who not only utilize our loan products, but also utilize our broader industry-focused products and services and provide consistent pipelines into our agency, CMBS, and other long-term market take out products. This focus ensures our relationship clients foster and build portfolios with stable, recurring cash flows, with adequate, balanced cash reserves to support our balance sheet exposures through the economic cycle.

At June 30, 2025, commercial real estate loans totaled $16.7 billion, which includes $13.9 billion of mortgage loans and $2.8 billion of construction loans. Compared to December 31, 2024, this portfolio increased $446 million, or 2.7%, driven by increases in nonowner-occupied commercial mortgages in various industries. Nonowner-occupied

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properties, generally properties for which at least 50% of the debt service is provided by rental income from nonaffiliated third parties, represented 82% of total commercial real estate loans outstanding at June 30, 2025.

Since the global financial crisis in 2008, we have limited our construction business and reduced our overall construction loans from 42% to 17% of commercial real estate loans as of June 30, 2025. Construction loans provide a stream of funding for properties not fully leased at origination to support debt service payments over the term of the contract or project. As of June 30, 2025, 80% of our construction portfolio are multi-family project loans. Our office exposure only represents 4% of commercial real estate loans at period end.

As shown in Figure 9, our commercial real estate loan portfolio includes various property types and geographic locations of the underlying collateral. These loans include commercial mortgage and construction loans in both Consumer Bank and Commercial Bank.

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Figure 9. Commercial Real Estate Loans


	Geographic Region														Total		Percent of Total		Construction		Commercial Mortgage
Dollars in millions	West		Southwest		Central		Midwest		Southeast		Northeast		National
June 30, 2025
Nonowner-occupied:
Data Center	$	—	$	—	$	—	$	—	$	20	$	—	$	535	$	555	3.3	%	$	86	$	468
Diversified	1		—		—		3		—		10		121		135		0.8		—		135
Industrial	46		1		53		146		224		207		129		806		4.8		75		730
Land & Residential	9		6		13		11		5		20		—		64		0.4		45		19
Lodging	41		—		8		4		45		51		65		214		1.3		—		214
Medical Office	36		—		31		1		20		90		79		257		1.5		—		257
Multifamily	1,284		447		1,300		1,249		1,964		1,237		374		7,855		47.1		2,266		5,588
Office	85		1		119		71		84		218		111		689		4.1		—		689
Retail	137		29		80		273		72		226		293		1,110		6.6		40		1,070
Self Storage	25		—		15		7		58		17		181		303		1.8		18		285
Senior Housing	95		64		53		119		85		106		123		645		3.9		95		551
Skilled Nursing	—		—		—		48		181		144		269		642		3.8		—		643
Student Housing	15		—		13		62		50		—		—		140		0.8		50		91
Other	—		9		7		28		33		40		76		193		1.2		—		193
Total nonowner-occupied	1,774		557		1,692		2,022		2,841		2,366		2,356		13,608		81.5		2,675		10,933
Owner-occupied	1,022		1		267		518		160		942		174		3,084		18.5		155		2,929
Total	$	2,796	$	558	$	1,959	$	2,540	$	3,001	$	3,308	$	2,530	$	16,692	100.0	%	$	2,830	$	13,862

Nonperforming loans	$	4	$	—	$	56	$	59	$	97	$	10	$	—	$	226	N/M		$	—	$	226
Accruing loans past due 90 days or more	1		—		—		—		—		6		—		7		N/M		—		7
Accruing loans past due 30 through 89 days	3		—		1		—		50		11		—		65		N/M		2		63


	Geographic Region														Total		Percent of Total		Construction		Commercial Mortgage
Dollars in millions	West		Southwest		Central		Midwest		Southeast		Northeast		National
December 31, 2024
Nonowner-occupied:
Data Center	$	—	$	—	$	—	$	98	$	54	$	—	$	—	$	152	0.9	%	$	—	$	152
Diversified	1		—		—		3		—		13		118		135		0.8		—		135
Industrial	44		1		95		103		214		258		18		733		4.5		54		679
Land & Residential	10		7		3		7		—		21		—		48		0.3		28		20
Lodging	48		—		12		14		46		55		59		234		1.4		—		234
Medical Office	35		43		42		—		37		97		17		271		1.7		—		271
Multifamily	1,303		485		1,201		1,204		2,325		1,336		156		8,010		49.3		2,405		5,605
Office	152		1		129		77		134		232		13		738		4.5		—		738
Retail	152		6		81		172		97		293		79		880		5.4		43		837
Self Storage	44		—		44		8		222		18		24		360		2.2		14		346
Senior Housing	172		39		97		85		54		142		4		593		3.7		154		439
Skilled Nursing	—		—		—		—		132		170		90		392		2.4		—		392
Student Housing	41		—		13		63		123		—		—		240		1.5		50		190
Other	1		10		7		112		40		48		—		218		1.3		—		218
Total nonowner-occupied	2,003		592		1,724		1,946		3,478		2,683		578		13,004		80.0		2,748		10,256
Owner-occupied	1,078		—		330		601		182		1,051		—		3,242		20.0		188		3,054
Total	$	3,081	$	592	$	2,054	$	2,547	$	3,660	$	3,734	$	578	$	16,246	100.0	%	$	2,936	$	13,310

Nonperforming loans	$	5	$	—	$	64	$	80	$	81	$	13	$	—	$	243	N/M		$	—	$	243
Accruing loans past due 90 days or more	10		—		2		1		—		7		—		20		N/M		4		16
Accruing loans past due 30 through 89 days	1		—		—		3		19		9		—		32		N/M		—		32


West –			Alaska, California, Hawaii, Idaho, Montana, Oregon, Washington, and Wyoming
Southwest –			Arizona, Nevada, and New Mexico
Central –			Arkansas, Colorado, Oklahoma, Texas, and Utah
Midwest –			Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, and Wisconsin
Southeast –			Alabama, Delaware, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, Washington D.C., and West Virginia
Northeast –			Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont
National –			Accounts in three or more regions

N/M = not meaningful

Consumer loan portfolio

Consumer loans outstanding as of June 30, 2025, totaled $31.2 billion, a decrease of $1.2 billion, or 3.7%, from December 31, 2024. The decrease was driven by declines across all consumer loan categories, including residential mortgages, home equity, and student loans, and was reflective of the intentional run-off of lower yielding loans.

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The residential mortgage portfolio is comprised of loans originated by our Consumer Bank and is the largest segment of our consumer loan portfolio as of June 30, 2025, representing 62% of consumer loans outstanding. This is followed by our home equity portfolio representing 19% of consumer loans outstanding at June 30, 2025.

We held the first lien position for approximately 64% of the home equity portfolio at June 30, 2025, and 65% at December 31, 2024. For loans with real estate collateral, we track borrower performance monthly. Regardless of the lien position, credit metrics are refreshed quarterly, including recent FICO scores as well as updated loan-to-value ratios. This information is used in establishing the ALLL. Our methodology is described in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Allowance for Loan and Lease Losses” of our 2024 Form 10-K.

Figure 10 presents our consumer loans by geography.

Figure 10. Consumer Loans by State


Dollars in millions	Real estate — residential mortgage		Home equity loans		Other consumer loans		Credit cards		Total
June 30, 2025
Washington	$	4,181	$	891	$	207	$	85	$	5,364
Ohio	2,651		835		76		179		3,741
New York	675		1,660		730		325		3,390
Colorado	2,831		249		122		30		3,232
California	2,118		12		416		3		2,549
Oregon	1,167		511		88		41		1,807
Pennsylvania	392		421		312		60		1,185
Florida	709		38		363		12		1,122
Utah	781		220		55		17		1,073
Connecticut	657		211		101		28		997
Other	3,168		975		2,411		153		6,707
Total	$	19,330	$	6,023	$	4,881	$	933	$	31,167


December 31, 2024
Washington	$	4,312	$	929	$	214	$	85	$	5,540
Ohio	2,662		895		111		197		3,865
New York	723		1,756		737		330		3,546
Colorado	2,891		258		131		30		3,310
California	2,191		12		442		3		2,648
Oregon	1,195		532		92		40		1,859
Pennsylvania	403		449		333		60		1,245
Florida	733		41		384		13		1,171
Utah	805		232		56		18		1,111
Connecticut	684		223		105		28		1,040
Other	3,287		1,031		2,562		154		7,034
Total	$	19,886	$	6,358	$	5,167	$	958	$	32,369

Figure 11 summarizes our loan sales for the six months ended June 30, 2025, and all of 2024.

Figure 11. Loans Sold (Including Loans Held for Sale)


Dollars in millions	Commercial		Commercial Real Estate		Commercial Lease Financing		Residential Real Estate		Total
2025


Second quarter	$	239	$	1,465	$	—	$	338	$	2,042
First quarter	89		1,355		27		260		1,731
Total	$	328	$	2,820	$	27	$	598	$	3,773
2024
Fourth quarter	$	150	$	2,584	$	—	$	342	$	3,076
Third quarter	60		1,406		90		393		1,949
Second quarter	56		860		61		312		1,289
First quarter	86		1,554		85		209		1,934
Total	$	352	$	6,404	$	236	$	1,256	$	8,248

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Figure 12 shows loans that are either administered or serviced by us, but not recorded on the balance sheet; this includes loans that were sold.

Figure 12. Loans Administered or Serviced


Dollars in millions	June 30, 2025		March 31, 2025		December 31, 2024		September 30, 2024		June 30, 2024
Commercial real estate loans	$	576,703	$	572,449	$	557,633	$	557,387	$	535,826
Residential mortgage	11,383		11,352		11,344		11,303		11,217
Education loans	170		179		189		199		212
Commercial lease financing	1,815		1,868		1,735		1,808		1,849
Commercial loans	589		596		603		617		656
Consumer direct	290		307		328		347		367
Consumer indirect	174		239		319		412		524
Total	$	591,124	$	586,990	$	572,151	$	572,073	$	550,651

In the event of default by a borrower, we are subject to recourse with respect to approximately $7.8 billion of the $591.1 billion of loans administered or serviced at June 30, 2025. These are primarily associated with commercial real estate loans administered or serviced. Additional information about this recourse arrangement is included in Note 16 (“Contingent Liabilities and Guarantees”) under the heading “Recourse agreement with FNMA.”

We derive income from several sources when retaining the right to administer or service loans that are sold. We earn noninterest income (recorded as “Consumer mortgage income” and “Commercial mortgage servicing fees”) from fees for servicing or administering loans. This fee income is reduced by the amortization of related servicing assets. In addition, we earn interest income from investing funds generated by escrow deposits collected in connection with the servicing loans. Additional information about our mortgage servicing assets is included in Note 8 (“Mortgage Servicing Assets”).

Securities

We manage our securities portfolio according to the following priorities: 1) store of liquidity, 2) interest rate risk management tool, and 3) source of earnings. In keeping with the first priority, the portfolio provides securities to meet our pledging requirements. Our securities portfolio totaled $47.6 billion at June 30, 2025, compared to $45.1 billion at December 31, 2024. Available-for-sale securities were $40.7 billion at June 30, 2025, compared to $37.7 billion at December 31, 2024. Held-to-maturity securities were $6.9 billion at June 30, 2025, and $7.4 billion at December 31, 2024.

As shown in Figure 13, all of our mortgage-backed securities, which include both securities available for sale and held-to-maturity securities, are issued by government-sponsored enterprises or GNMA, and are traded in liquid secondary markets. These securities are recorded on the balance sheet at fair value for the available-for-sale portfolio and at amortized cost for the held-to-maturity portfolio. For more information about these securities, refer to our 2024 Form 10-K within Note 1 (“Summary of Significant Accounting Policies”) under the heading “Securities” and Note 6 (“Fair Value Measurements”) under the heading “Qualitative Disclosures of Valuation Techniques.” Additionally refer to Note 6 (“Securities”) within this report.

Figure 13. Mortgage-Backed Securities by Issuer


Dollars in millions	June 30, 2025		December 31, 2024
FHLMC & FNMA	$	16,180	$	14,291
GNMA	22,863		21,573
Total (a)	$	39,043	$	35,864

(a) Includes securities in the available-for-sale portfolio recorded at fair value and securities in the held-to-maturity portfolio recorded at amortized cost.

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Securities available for sale

The majority of our securities available-for-sale portfolio consists of federal agency mortgage-backed securities and CMOs. CMOs are debt securities secured by a pool of mortgages or mortgage-backed securities.

Figure 14 shows the composition, yields, and remaining maturities of our securities available for sale. For more information about these securities, including gross unrealized gains and losses by type of security and securities pledged, see Note 6 (“Securities”).

Figure 14. Securities Available for Sale


Dollars in millions	U.S. Treasury, Agencies, and Corporations			Agency Residential Collateralized Mortgage Obligations(a)			Agency Residential Mortgage-backed Securities(a)			Agency Commercial Mortgage-backed Securities(a)			Total			Weighted-Average Yield(b)
June 30, 2025
Remaining maturity:
One year or less	$	2,696		$	4		$	4		$	321		$	3,025		3.88	%
After one through five years	5,436			1,374			2,978			746			10,534			3.63
After five through ten years	142			6,938			10,897			2,204			20,181			3.54
After ten years	69			614			5,375			871			6,929			4.03
Fair value	$	8,343		$	8,930		$	19,254		$	4,142		$	40,669
Amortized cost(b)	$	8,318		$	10,840		$	19,812		$	4,533		$	43,503		3.67	%
Weighted-average yield(c)	4.17		%	1.93		%	4.59		%	2.87		%	3.67		%	—
Weighted-average maturity	1.7 years			7.9 years			9.2 years			6.8 years			7.2 years			—
December 31, 2024
Fair value	$	8,904		$	9,224		$	15,169		$	4,410		$	37,707
Amortized cost	8,928			11,409			16,038			4,927			41,302			3.48	%

(a)Maturity is based upon expected average lives rather than contractual terms.

(b)Excluded from the amortized cost of securities available for sale are basis adjustments for securities designated in active fair value hedges. Basis adjustments totaled $109 million and $(6) million as of June 30, 2025 and December 31, 2024, respectively. The securities being hedged are primarily U.S Treasuries, Agency RMBS, and Agency CMBS.

(c)Weighted-average yields are calculated based on amortized cost. Such yields have been adjusted to a TE basis using the statutory federal income tax rate in effect that calendar year.

Held-to-maturity securities

The majority of our held-to-maturity portfolio consists of Federal agency CMOs and mortgage-backed securities. This portfolio is also comprised of asset-backed securities and foreign bonds. Figure 15 shows the composition, yields, and remaining maturities of these securities.

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Figure 15. Held-to-Maturity Securities


Dollars in millions	Agency Residential Collateralized Mortgage Obligations (a)			Agency Residential Mortgage-backed Securities(a)			Agency Commercial Mortgage-backed Securities(a)			Asset-backed securities			Other Securities			Total			Weighted-Average Yield(b)
June 30, 2025
Remaining maturity:
One year or less	$	65		$	—		$	295		$	170		$	8		$	538		2.39	%
After one through five years	1,267			96			911			1			16			2,291			3.30
After five through ten years	2,646			7			232			2			—			2,887			3.71
After ten years	327			41			830			—			—			1,198			3.52
Amortized cost	$	4,305		$	144		$	2,268		$	173		$	24		$	6,914		3.44	%
Fair value	$	4,092		$	129		$	2,104		$	170		$	24		$	6,519
Weighted-average yield(b)	3.78		%	2.82		%	2.93		%	2.08		%	4.34		%	3.44		%	—
Weighted-average maturity	6.6 years			7.0 years			8.2 years			0.9 years			1.6 years			7.0 years			—
December 31, 2024
Amortized cost	$	4,577		$	151		$	2,333		$	308		$	26		$	7,395		3.43	%
Fair value	4,248			134			2,130			300			25			6,837

(a)Maturity is based upon expected average lives rather than contractual terms.

(b)Weighted-average yields are calculated based on amortized cost. Such yields have been adjusted to a TE basis using the statutory federal income tax rate in effect that calendar year.

Deposits and other sources of funds

Figure 16. Breakdown of Deposits at June 30, 2025

The following presents the breakdown of our deposits by product for the noted periods.



Dollars in billions	June 30, 2025		December 31, 2024
Money market deposits	$	41.4	$	41.0
Demand deposits	57.9		57.6
Savings deposits	4.6		4.6
Time deposits	15.3		17.0
Noninterest bearing deposits	27.7		29.6
Total	$	146.9	$	149.8

Our highly diversified deposit base is our primary source of funding. At June 30, 2025, our deposits totaled $146.9 billion, a decrease of $2.9 billion, compared to December 31, 2024.

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Uninsured deposits totaled $61.8 billion and $64.4 billion at June 30, 2025 and December 31, 2024, respectively. Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit or similar state deposit insurance regimes and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regimes.

Figure 17 presents estimated uninsured deposits for the noted periods which reflect amounts disclosed in KeyBank’s Call Report adjusted for intercompany deposits, which are not customer facing and are eliminated in consolidation, and accrued interest.

Figure 17. Estimated Uninsured Deposits


Dollars in billions	June 30, 2025			March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024
Uninsured deposits(a)	$	61.8		$	65.2		$	64.4		$	66.6		$	62.3
Total deposits	146.9			150.7			149.8			150.4			145.7
Uninsured % of Deposits	42		%	43		%	43		%	44		%	43		%
(a) Intercompany deposits and accrued interest excluded from uninsured deposits	$	12.5		$	12.4		$	12.4		$	11.8		$	10.5

As of June 30, 2025, approximately $12.2 billion of uninsured deposits were collateralized by government-backed securities compared to $12.3 billion as of December 31, 2024.

Wholesale funds, consisting of short-term borrowings and long-term debt, totaled $14.8 billion at June 30, 2025, compared to $14.2 billion at December 31, 2024. This change reflects an increase in short-term borrowings in the second quarter of 2025. Wholesale funding supplements client deposit funding and may rise or fall with seasonal or other funding needs. For more information regarding our wholesale funds, see Part II, Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations under the heading “Risk Management - Liquidity risk management” of this report.

Capital

The objective of capital management is to maintain capital levels consistent with our risk appetite and of a sufficient amount to operate under a wide range of economic conditions. Our current capital levels position us well to execute against our capital priorities including supporting organic growth and paying dividends.

The following sections discuss certain ways we have deployed our capital. For further information, see the Consolidated Statements of Changes in Equity and Note 18 (“Shareholders' Equity”).

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Dividends

Consistent with our capital plan, we paid a quarterly dividend of $.205 per Common Share for the second quarter of 2025. Further information regarding the capital planning process and CCAR is included under the heading “Capital planning and stress testing” beginning on page 15 in the “Supervision and Regulation” section of our 2024 Form 10-K.

Common shares outstanding

Our Common Shares are traded on the NYSE under the symbol KEY with 26,567 holders of record at June 30, 2025. Our book value per Common Share was $15.32 based on 1.1 billion shares outstanding at June 30, 2025, compared to $14.21 per Common Share based on 1.1 billion shares outstanding at December 31, 2024. At June 30, 2025, our tangible book value per Common Share was $12.83, compared to $11.70 per Common Share at December 31, 2024.

Figure 18 shows activities that caused the change in outstanding Common Shares over the past five quarters.

Figure 18. Changes in Common Shares Outstanding


	2025		2024
In thousands	Second	First	Fourth	Third	Second
Shares outstanding at beginning of period	1,111,986	1,106,786	991,251	943,200	942,776

Shares issued under employee compensation plans (net of cancellations and returns)	467	5,200	493	222	424
Shares issued under Scotiabank investment agreement	—	—	115,042	47,829	—

Shares outstanding at end of period	1,112,453	1,111,986	1,106,786	991,251	943,200

As shown above, Common Shares outstanding increased by 467 thousand shares during the second quarter of 2025, primarily attributable to shares issued under employee compensation plans. We did not complete any open market share repurchases in the second quarter of 2025.

At June 30, 2025, we had 144.2 million treasury shares, compared to 149.9 million treasury shares at December 31, 2024. The decrease in treasury shares is primarily attributable to shares issued under employee compensation plans. Going forward we expect to reissue treasury shares as needed in connection with stock-based compensation awards and for other corporate purposes.

In the first quarter of 2025, the Board of Directors authorized a share repurchase program pursuant to which we may purchase up to $1.0 billion of common shares. Information on repurchases of Common Shares by KeyCorp is included in Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” of this report.

Capital adequacy

Capital adequacy is an important indicator of financial stability and performance. All of our capital ratios remained in excess of regulatory requirements at June 30, 2025. Our capital and liquidity levels are intended to position us to weather an adverse operating environment while continuing to serve our clients’ needs, as well as to meet the Regulatory Capital Rules described in Item 1. Business of our 2024 Form 10-K under the heading “Supervision and Regulation.” Our shareholders’ equity to assets ratio was 10.5% and 9.7% at June 30, 2025, and December 31, 2024, respectively. Our tangible common equity to tangible assets ratio was 7.8% and 7.0% at June 30, 2025, and December 31, 2024, respectively. See the section entitled “GAAP to Non-GAAP Reconciliations,” which presents the computations of certain financial measures related to “tangible common equity.” The minimum capital and leverage ratios under the Regulatory Capital Rules together with the ratios of KeyCorp at June 30, 2025, are set forth in the “Supervision and regulation — Regulatory capital requirements” section in Part I, Item 2 of this report.

Figure 19 represents the details of our regulatory capital positions at June 30, 2025, and December 31, 2024, under the Regulatory Capital Rules. Information regarding the regulatory capital ratios of KeyCorp’s banking subsidiaries is presented annually, with the most recent information included in Note 24 (“Shareholders' Equity”) beginning on page 175 of our 2024 Form 10-K.

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Figure 19. Capital Components and Risk-Weighted Assets


	Dollars in millions	June 30, 2025			December 31, 2024
COMMON EQUITY TIER 1
Key shareholders’ equity (GAAP)		$	19,484		$	18,176
Less:	Preferred Stock (a)	2,446			2,446
Add:	CECL phase-in (b)	—			59
	Common Equity Tier 1 capital before adjustments and deductions	17,038			15,789
Less:	Goodwill, net of deferred taxes	2,565			2,574
	Intangible assets, net of deferred taxes	16			24
	Deferred tax assets	183			172
	Net unrealized gains (losses) on available-for-sale securities, net of deferred taxes	(2,240)			(2,729)
	Accumulated gains (losses) on cash flow hedges, net of deferred taxes	(24)			(438)
	Amounts in AOCI attributed to pension and postretirement benefit costs, net of deferred taxes	(236)			(303)
	Total Common Equity Tier 1 capital	$	16,774		$	16,489
TIER 1 CAPITAL
Common Equity Tier 1		$	16,774		$	16,489
Additional Tier 1 capital instruments and related surplus		2,446			2,445

Less:	Deductions	—			—
	Total Tier 1 capital	$	19,220		$	18,934
TIER 2 CAPITAL
Tier 2 capital instruments and related surplus		$	1,521		$	1,767
Allowance for losses on loans and liability for losses on lending-related commitments (c)		1,752			1,635

Less:	Deductions	—			—
	Total Tier 2 capital	3,273			3,402
	Total risk-based capital	$	22,493		$	22,336






RISK-WEIGHTED ASSETS(e)		$	143,083		$	138,296

AVERAGE QUARTERLY TOTAL ASSETS		$	187,533		$	188,855
CAPITAL RATIOS(e)
Tier 1 risk-based capital		13.43		%	13.69		%
Total risk-based capital		15.72		%	16.15		%
Leverage (d)		10.25		%	10.03		%
Common Equity Tier 1		11.72		%	11.92		%

(a)Net of capital surplus.

(b)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.

(c)The ALLL included in Tier 2 capital is limited by regulation to 1.25% of the institution’s standardized total risk-weighted assets (excluding its standardized market risk-weighted assets). The ALLL includes $12 million and $13 million of allowance classified as “discontinued assets” on the balance sheet at June 30, 2025, and December 31, 2024, respectively.

(d)This ratio is Tier 1 capital divided by average quarterly total assets as defined by the Federal Reserve less: (i) goodwill, (ii) the disallowed intangible and deferred tax assets, and (iii) other deductions from assets for leverage capital purposes.

(e)June 30, 2025 capital ratios and risk weighted assets are estimates.

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Risk Management

Overview

Like all financial services companies, we engage in business activities and assume the related risks. The most significant risks we face are credit, compliance, operational, liquidity, market, reputation, strategic, model and technology risks, as depicted in the following chart. We manage such risks across the entire enterprise to maintain safety and soundness and maximize profitability. Certain of these risks are defined and discussed in greater detail in the remainder of this section.

Federal banking regulators continue to emphasize with financial institutions the importance of relating capital management strategy to the level of risk at each institution. We believe our internal risk management processes help us achieve and maintain capital levels that are commensurate with our business activities and risks, and conform to regulatory expectations. The table below depicts our risk management hierarchy and associated responsibilities and activities of each group.

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Group	Overview and Responsibilities	Activities
Board of Directors	•Oversight capacity •Oversees that Key’s risks are managed in a manner that is effective and balanced •Fiduciary duty to Key’s shareholders	•Understands Key's risk philosophy •Approves the risk appetite •Inquires about risk practices •Reviews the portfolio of risks •Compares the actual risks to the risk appetite •Is apprised of significant risks, both actual and emerging, and determines whether management is responding appropriately •Challenges management and promotes accountability
Board of Directors Risk Committee(a)	•Assists the Board in oversight of strategies, policies, procedures, and practices relating to the assessment and management of enterprise-wide risk, including credit, market, liquidity, model, operational, compliance, reputation, strategic, and technology risks •Assists the Board in overseeing risks related to capital adequacy, capital planning, and capital actions	•Reviews and provides oversight of management’s activities related to the enterprise-wide risk management framework, which includes an annual review of the ERM Policy, including the Risk Appetite Statement, and management and ERM reports •Approves any material changes to Executive Level (Level II) Risk Governance Committee charters and significant policies relating to risk management, including corporate risk metrics for major risk categories
Board of Directors Compensation & Organization Committee(a)	•Assists the Board in oversight of compensation policies and practices to support Key’s efforts to attract, retain, develop, motivate, and reward a high performing and collaborative workforce to achieve its business objectives	•Oversees compensation for Key’s Board-Reported Executives, talent management and organizational development, including succession planning, leadership development and strategic hiring objectives
Board of Directors Nominating & Corporate Governance Committee(a)	•Assists the Board with oversight of corporate governance matters and Key’s policies and practices on significant issues of corporate responsibility	•Oversees the evaluation of the Board, the directors, and the Lead Director •Provides guidance on Board-related matters, including director candidates, director compensation, director independence, the Board committee structure, and succession planning matters •Reviews the Corporate Governance Guidelines •Provides oversight with respect to community investment strategy and activities of bank subsidiaries of KeyCorp
Board of Directors Technology Committee (a)	•Assists the Board with oversight of major technology investments and technology risks	•Support’s Key’s strategic objectives in areas such as cybersecurity, fraud, and data, project management, technology strategy, technology innovation, and emerging technology trends •In consultation with the Risk Committee, oversees technology-related risks including (but not limited to) cybersecurity, business resiliency, and other technology-related risks as necessary and appropriate
Board of Directors Audit Committee(a)	•Assists the Board in oversight of financial statement integrity, regulatory and legal requirements, independent auditors’ qualifications and independence, and the performance of the internal audit function and independent auditors •Assists the Board in oversight of financial reporting, legal matters, and fraud risk	•Meets with management and approves significant policies relating to the risk areas overseen by the Audit Committee •Receives reports on enterprise risk •Convenes to discuss the content of our financial disclosures and quarterly earnings releases
Executive Level (Level II) Risk Governance Committees	•Includes ERM Committee, Asset Liability Committee, Capital Committee, Credit Risk Committee, Compliance Risk Committee, and Operational Risk Committee. Level II Risk Governance Committees report to the Risk Committee of the Board (except for the Compensation & Benefits Oversight Committee, which reports to the Compensation & Organization Committee of the Board, and the Disclosure Committee, which reports to the Audit Committee of the Board) and are generally responsible for the activities listed herein	•Escalation of risk issues regarding unresolved differences and accepted risks, particularly issues that have the potential to increase aggregated risk beyond Key’s risk appetite, to the appropriate Level I Governance Committee, typically the Risk or Audit Committees of the Board •Identifying early warning events or trends, top and emerging risks and discussing forward looking assessments •Approving certain risk metrics •Monitoring certain metric limits, as well as associated risk levels to the Board approved risk appetite •Providing governance, direction, oversight and high-level management of their associated risk and the risk assessment process which is used in capital adequacy stress testing; •Monitoring stress testing results related to their associated risks (if required per committee charter) and escalating emerging risks as appropriate •Providing assurance, advice and support to the Risk Committee on their associated risk
Management Level (Level III) Risk Governance Committees	•Includes attendees from each of the Three Lines of Defense: First Line (line of business), Second Line (risk management), and Third Line (internal audit function)	•Supports the ERM Committee, Asset Liability Committee, Capital Committee, Credit Risk Committee, Compliance Risk Committee, and Operational Risk Committee by identifying early warning events and trends, escalating emerging risks, and discussing forward-looking assessments
Disclosure Committee	•Includes representatives from each of the Three Lines of Defense •Responsible for overseeing the accuracy and completeness of the Company’s disclosures in SEC filings and other public communications	•Considers and discusses recent internal and external events to determine whether all appropriate disclosures have been made in reports filed with the SEC
Internal Audit	•Provides the KeyCorp Board and management with independent, risk-based, and objective assurance, advice, insight, and foresight	•Conducts objective examinations of evidence for the purpose of providing independent assessments to the Audit Committee, management, and outside parties on the adequacy and effectiveness of business processes, risk management activities, internal controls, and governance processes for KeyCorp

(a) Certain Board Committees, including the Audit and Risk Committees, meet jointly, as appropriate, to discuss matters that relate to each committee’s responsibilities. Committee chairpersons routinely meet with management during interim months to plan agendas for upcoming meetings and to discuss emerging trends and events that have transpired since the preceding meeting. All members of the Board receive formal reports designed to keep them abreast of significant developments during the interim months.

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Market risk management

Market risk is the risk that movements in market risk factors, including interest rates, foreign exchange rates, equity prices, commodity prices, credit spreads, and volatilities, will reduce Key’s income and the value of its portfolios. These factors influence prospective yields, values, or prices associated with the instrument. We are exposed to market risk both in our trading and nontrading activities, which include asset and liability management activities. Information regarding our fair value policies, procedures, and methodologies is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Fair Value Measurements” on page 114 of our 2024 Form 10-K and Note 5 (“Fair Value Measurements”) in this report.

Trading market risk

Key incurs market risk as a result of trading activities that are used in support of client facilitation and hedging activities, principally within our investment banking and capital markets businesses. Key has exposures to a wide range of risk factors including interest rates, equity prices, foreign exchange rates, credit spreads, and commodity prices, as well as the associated implied volatilities and spreads. Our primary market risk exposures are a result of trading and hedging activities in the derivative and fixed income markets, including securitization exposures. At June 30, 2025, we did not have any re-securitization positions. We maintain modest trading inventories to facilitate customer flow, make markets in securities, and hedge certain risks including but not limited to credit risk and interest rate risk. The risks associated with these activities are mitigated in accordance with the Market Risk policies. The majority of our positions are traded in active markets.

Market risk management is an integral part of Key’s risk culture. The Joint KeyCorp and KeyBank National Association Risk Committee provides oversight of trading market risks. The ALCO and the Market Risk Committee regularly review and discuss market risk exposures and results of monitoring activities. Market risk policies and procedures have been defined and take into account our tolerance for risk and consideration for the business environment. The Market Risk Committee approves market risk policies and recommends our significant market risk policy to the ALCO and the Joint KeyCorp and KeyBank National Association Risk Committee for approval. For more information regarding monitoring of trading positions and the activities related to Market Risk Rule compliance, see “Market Risk Management” beginning on page 78 of our 2024 Form 10-K.

VaR and stressed VaR. VaR is the estimate of the maximum amount of loss on an instrument or portfolio due to adverse market conditions during a given time interval within a stated confidence level. Stressed VaR is used to assess extreme conditions on market risk within our trading portfolios. MTRM calculates VaR and stressed VaR at various confidence levels daily, and the results are closely monitored. VaR and stressed VaR results are also provided to our regulators and utilized in regulatory capital calculations.

We use a historical simulation VaR model to measure the potential adverse effect of changes in interest rates, foreign exchange rates, equity prices, and credit spreads on the fair value of our covered positions and other non-covered positions. Historical moves in risk factors across various asset classes are incorporated in VaR metrics. Additional consideration is given to the risk factors to estimate the exposures that contain optionality features, such as options and cancellable provisions. VaR is calculated using daily observations over a one-year lookback period and approximates a 95% confidence level. Statistically, this means that we would expect to incur losses greater than VaR, on average, five out of 100 trading days, or three to four times each quarter. For more information regarding our VaR model, its governance, and assumptions, see “Market Risk Management” on page 78 of our 2024 Form 10-K.

MTRM backtests the VaR model on a daily basis to evaluate its predictive power. The test compares VaR model results at the 99% confidence level to daily held profit and loss (the profit/loss resulting from changes in risk factors applied to the previous trading day’s closing positions; held profit and loss excludes fees, commissions, reserves, net interest income, and intraday trading). Backtesting exceptions occur when daily held profit and loss exceeds VaR. There were five backtesting exceptions for KeyCorp during the past 250 trading days ended June 30, 2025, generally caused by large moves in rates. The total number of VaR backtesting breaches for KeyCorp over the preceding 250 trading days is used to determine the multiplier for the VaR based capital requirement under the Market Risk Rule. The multiplier increases from a minimum of 3.0 to a maximum of 4.0, depending on the number of backtesting exceptions. All KeyCorp backtesting exceptions are thoroughly reviewed in the context of VaR model use and performance. The backtesting multiplier for KeyCorp increased from 3.0 for March 31, 2025 to 3.4 for June 30, 2025. We do not engage in correlation trading or utilize the internal model approach for measuring default

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and credit migration risk. Our net VaR approach incorporates diversification, but our VaR calculation does not include the impact of counterparty risk and our own credit spreads on derivatives.

The aggregate VaR at the 99% confidence level with a one day holding period for all covered positions was $2.4 million at June 30, 2025, and $2.6 million at June 30, 2024. Figure 20 summarizes our VaR at the 99% confidence level with a one day holding period for significant portfolios of covered positions for the three months ended June 30, 2025, and June 30, 2024.

Figure 20. VaR for Significant Portfolios of Covered Positions


	2025								2024
	Three months ended June 30,								Three months ended June 30,
Dollars in millions	High		Low		Mean		June 30,		High		Low		Mean		June 30,
Trading account assets:
Fixed income	$	2.3	$	1.2	$	1.7	$	2.1	$	1.3	$	0.7	$	0.9	$	0.9
Derivatives:
Interest rate	$	0.2	$	0.1	$	0.1	$	0.2	$	0.3	$	0.1	$	0.2	$	0.2

Stressed VaR is calculated by running the portfolios through a predetermined stress period which is approved by the Market Risk Committee and is calculated at the 99% confidence level using the same model and assumptions used for general VaR. The aggregate stressed VaR for all covered positions was $4.4 million at June 30, 2025, and $10.8 million at June 30, 2024. Figure 21 summarizes our stressed VaR at the 99% confidence level with a one day holding period for significant portfolios of covered positions for the three months ended June 30, 2025, and June 30, 2024. Changes in VaR are dependent on portfolio composition, inventory levels, and other market factors.

Figure 21. Stressed VaR for Significant Portfolios of Covered Positions


	2025								2024
	Three months ended June 30,								Three months ended June 30,
Dollars in millions	High		Low		Mean		June 30,		High		Low		Mean		June 30,
Trading account assets:
Fixed income	$	5.2	$	2.9	$	3.7	$	4.0	$	4.6	$	2.6	$	3.3	$	3.7
Derivatives:
Interest rate	$	0.2	$	0.1	$	0.1	$	0.2	$	0.4	$	0.2	$	0.2	$	0.2

Market risk is a component of our internal capital adequacy assessment. Our risk-weighted assets include a market risk-equivalent asset amount, which consists of a VaR component, stressed VaR component, a de minimis exposure amount, and a specific risk add-on including the securitization positions. The aggregate market value of the securitization positions as defined by the Market Risk Rule was $22 million at June 30, 2025, all of which were mortgage-backed security positions. Specific risk is the price risk of individual financial instruments, which is not accounted for by changes in broad market risk factors and is measured through a standardized approach. Market risk weighted assets, including the specific risk calculations, are run quarterly by MTRM in accordance with the Market Risk Rule, and approved by the Chief Market & Treasury Risk Officer.

Nontrading market risk

Most of our nontrading market risk is derived from interest rate fluctuations and its impacts on our traditional loan and deposit products, as well as investments, hedging relationships, long-term debt, and certain short-term borrowings. Interest rate risk, which is inherent in the banking industry, is measured by the potential for fluctuations in net interest income and the EVE. Such fluctuations may result from changes in interest rates and differences in the repricing and maturity characteristics of interest-earning assets and interest-bearing liabilities. We manage the exposure to changes in net interest income and the EVE in accordance with our risk appetite and in accordance with the Board-approved ERM policy.

Interest rate risk positions are influenced by a number of factors, including the balance sheet positioning that arises out of customer preferences for loan and deposit products, economic conditions, the competitive environment within our markets, changes in market interest rates that affect client activity, and our hedging, investing, funding, and capital positions. The primary components of interest rate risk exposure consist of reprice risk, basis risk, yield curve risk, and option risk.

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•“Reprice risk” is the exposure to changes in the level of interest rates and occurs when the volume of interest-bearing liabilities and the volume of interest-earning assets they fund (e.g., deposits used to fund loans) do not mature or reprice at the same time.

•“Yield curve risk” is the exposure to nonparallel changes in the slope of the yield curve (where the yield curve depicts the relationship between the yield on a particular type of security and its term to maturity) and occurs when interest-bearing liabilities and the interest-earning assets that they fund do not price or reprice to the same term point on the yield curve.

•“Option risk” is the exposure to a customer or counterparty’s ability to take advantage of the interest rate environment and terminate or reprice one of our assets, liabilities, or off-balance sheet instruments prior to contractual maturity. Option risk occurs when exposures to customer and counterparty early withdrawals or prepayments are not mitigated with an offsetting position or appropriate compensation.

•“Basis risk” is the exposure to asymmetrical changes in interest rate indexes and occurs when floating-rate assets and floating-rate liabilities reprice at the same time, but in response to different market factors or indexes.

The management of nontrading market risk is centralized within Corporate Treasury. The Risk Committee of our Board provides oversight of nontrading market risk. The ERM Committee, the ALCO, and the Treasury Risk Oversight Committee (“TROC”) review reports on the interest rate risk exposures described above. In addition, the ALCO and the TROC review reports on stress tests and sensitivity analyses related to interest rate risk. These committees have various responsibilities related to managing nontrading market risk, including recommending, approving, and monitoring strategies that maintain risk positions within approved tolerance ranges. The A/LM policy provides the framework for the oversight and management of interest rate risk and is administered by the ALCO. The MTRM, as the second line of defense, provides additional oversight.

Net interest income simulation analysis. The primary tool we use to measure our interest rate risk is simulation analysis. For purposes of this analysis, we estimate our net interest income based on the current and projected composition of our on- and off-balance sheet positions, accounting for recent and anticipated trends in customer activity. The analysis also incorporates assumptions for the current and projected interest rate environments and balance sheet growth projections based on a most likely macroeconomic outlook. The modeling incorporates investment portfolio and swap portfolio balances consistent with management's desired interest rate risk positioning. The simulation model estimates the amount of net interest income at risk by simulating the change in net interest income that would occur if rates were to gradually diverge from market expectations over the next 12 months (subject to a floor on market interest rates at zero).

Figure 22 presents the results of the simulation analysis at June 30, 2025, and June 30, 2024. At June 30, 2025, our simulated exposure to changes in interest rates was neutral. The exposure to declining rates has changed from (1.79)% as of June 30, 2024 to (0.48)% as of June 30, 2025, while the exposure to rising rates has changed from (0.15)% as of June 30, 2024 to 0.78% as of June 30, 2025. The modest shift toward asset sensitivity was caused principally by the adoption of a new pricing model for indeterminate maturity interest-bearing deposits in the first quarter. The new deposit beta model incorporates more historical data and features that we believe more accurately reflect the behavior of our clients in rising and declining interest rate cycles. In addition, since the beginning of the second quarter, Key now measures simulated change in net interest income relative to implied forwards in a baseline scenario. Previously, metrics were calculated against a flat-rate assumption in the baseline scenario.

We are actively managing the balance sheet to maintain desired IRR positioning in the current environment. Tolerance levels for risk management require the development of remediation plans to maintain residual risk within tolerance if simulation modeling demonstrates that a gradual, parallel 200 basis point increase or 200 basis point decrease in interest rates over the next 12 months would adversely affect net interest income over the same period by more than 5.0%, revised from 5.5% to reflect tighter risk management. Current modeled exposure is within Board-approved tolerances.

Figure 22. Simulated Change in Net Interest Income


	June 30, 2025				June 30, 2024
Basis point change assumption	-200		+200		-200		+200


Tolerance level	(5.00)	%	(5.00)	%	(5.50)	%	(5.50)	%
Interest rate risk assessment	(0.48)	%	0.78	%	(1.79)	%	(0.15)	%

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Simulation analyses produce an estimate of interest rate exposure based on assumption inputs within the model. Assumptions are tailored to the specific interest rate environment and validated on a regular basis. However, actual results may differ from those derived in simulation analyses due to unanticipated changes to the balance sheet composition, customer behavior, product pricing, market interest rates, changes in management’s desired interest rate risk positioning, investment, funding and hedging activities or repercussions from exogenous events.

Regular stress tests and sensitivity analyses are performed on the model inputs that could materially change the resulting risk assessments. Assessments are performed using different yield curve shapes, including steepenings or flattenings of the curve, immediate changes in market interest rates, and changes in the relationship of money market interest rates. Assessments are also performed on changes to the following assumptions: loan and deposit balances, the pricing of deposits without contractual maturities, changes in lending spreads, prepayments on loans and securities, investment, funding and hedging activities, and liquidity and capital management strategies.

The results of additional assessments indicate that net interest income could increase or decrease from the base simulation results presented in Figure 22. Net interest income is highly dependent on the timing, magnitude, frequency, and path of interest rate changes and the associated assumptions for deposit repricing relationships, lending spreads, and the balance behavior of transaction accounts. If fixed-rate assets increase by $1 billion, or fixed-rate liabilities decrease by $1 billion, then the potential benefit to declining rates would increase by approximately 22 basis points. A five percentage point increase or decrease in the interest-bearing deposit beta assumption changes the current simulation results by approximately 99 basis points.

The current interest rate risk position could fluctuate to higher or lower levels of risk depending on the competitive environment and client behavior that may affect the actual volume, mix, maturity, and repricing characteristics of loan and deposit flows. Corporate Treasury’s discretionary activities related to funding, investing, and hedging may also change as a result of changes in customer business flows or changes in management’s desired interest rate risk positioning. As changes occur to both the configuration of the balance sheet and the outlook for the economy, management proactively evaluates hedging opportunities that may change the interest rate risk profile.

Simulations are also conducted that measure the effect of changes in market interest rates in the second and third years of a three-year horizon. These simulations are conducted in a similar manner to those based on a 12-month horizon. To capture longer-term exposures, changes in the EVE are calculated as discussed in the following section.

Economic value of equity modeling. EVE complements net interest income simulation analysis as it estimates risk exposure beyond 12-, 24-, and 36-month horizons. EVE modeling measures the extent to which the economic values of assets, liabilities, and off-balance sheet instruments may change in response to fluctuations in interest rates. EVE is calculated by subjecting the balance sheet to an immediate increase or decrease in interest rates, measuring the resulting change in the values of assets, liabilities, and off-balance sheet instruments, and comparing those amounts with the base case of the current interest rate environment. EVE policy limits are measured against a +/-200 basis point scenario subject to a floor on market interest rates at zero. This analysis is highly dependent upon assumptions applied to assets and liabilities with non-contractual maturities. Those assumptions are based on historical behaviors, as well as forward expectations. Remediation plans are similarly developed if the analysis indicates that the EVE will decrease by 15% or more in response to an instantaneous increase or decrease in interest rates. The position is within these guidelines as of June 30, 2025.

Management of interest rate exposure. The results of the various interest rate risk analyses are used to formulate A/LM strategies to achieve the desired risk profile while managing to objectives for capital adequacy and liquidity risk exposures. Specifically, risk positions are managed by purchasing or selling securities, issuing term debt with floating or fixed interest rates, and using derivatives. Interest rate swaps and options are predominantly used, which modify the interest rate characteristics of certain assets and liabilities.

Figure 23 shows all swap positions held for A/LM purposes. These positions are used to convert the contractual interest rate index of agreed-upon amounts of assets and liabilities (i.e., notional amounts) to another interest rate index. For example, fixed-rate debt is converted to a floating rate through a “receive fixed/pay variable” interest rate swap. The volume, maturity, and mix of portfolio swaps change frequently to reflect broader A/LM objectives and the balance sheet positions to be hedged. For more information about how interest rate swaps are used to manage the risk profile, see Note 7 (“Derivatives and Hedging Activities”).

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Figure 23. Portfolio Swaps by Interest Rate Risk Management Strategy


	June 30, 2025
						Weighted-Average					December 31, 2024
Dollars in millions	Notional Amount		Fair Value			Maturity (Years)	Receive Rate		Pay Rate		Notional Amount		Fair Value
Receive fixed/pay variable — conventional loans	$	23,525	$	(193)		1.6	2.9	%	4.4	%	$	18,750	$	(442)
Receive fixed/pay variable — conventional debt	10,782		(241)			3.8	2.8		4.4		9,818		(470)
Receive fixed/pay variable — forward loans	14,475		184			3.0	3.8		4.4		19,200		(114)
Receive fixed/pay variable — forward debt	—		—			—	—		—		950		(22)
Pay fixed/receive variable — conventional debt	50		—			3.0	4.7		3.6		50		1

Pay fixed/receive variable — securities	9,420		(110)			2.4	4.4		4.1		9,405		5
Total portfolio swaps	$	58,252	$	(360)	(a)	2.5	3.3	%	4.4	%	$	58,173	$	(1,042)	(a)

Floors — forward purchased	$	3,250	$	1		0.6	—	%	—	%	$	3,250	$	2
Floors — forward sold	3,250		—			0.6	—		—		3,250		(1)
Total floors	$	6,500	$	1		—	—	%	—	%	$	6,500	$	1

(a)Excludes accrued interest of $86 million at June 30, 2025, and accrued interest of $51 million at December 31, 2024.

Liquidity risk management

Liquidity risk, which is inherent in the banking industry, is measured by our ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, and fund new business opportunities at a reasonable cost, in a timely manner, and without adverse consequences. Liquidity management involves maintaining sufficient and diverse sources of funding to accommodate planned, as well as unanticipated, changes in cash flows of assets and liabilities under both normal and adverse conditions.

Governance structure

We manage liquidity for all of our affiliates on a consolidated basis. This approach considers the funding sources available to each entity, as well as each entity’s capacity to manage through adverse conditions.

The management of consolidated liquidity risk is centralized within Corporate Treasury. Oversight and governance is provided by the Board, the ERM Committee, the ALCO, the TROC, and the Chief Risk Officer. The Asset Liability Management Policy provides the framework for the oversight and management of liquidity risk and is administered by the ALCO. The Corporate Treasury Oversight group within the MTRM, as the second line of defense, provides additional oversight. Our current liquidity risk management practices are in compliance with the Federal Reserve Board’s Enhanced Prudential Standards.

These committees mentioned above regularly review liquidity and funding summaries, liquidity trends, peer comparisons, variance analyses, liquidity projections, internal liquidity stress tests, and goal tracking reports. The reviews generate a discussion of positions, trends, and directives on liquidity risk and shape a number of our decisions. When liquidity pressure is elevated, positions are monitored more closely and reporting is more intensive. To ensure that emerging issues are identified, we monitor an extensive set of systemic and idiosyncratic early warning indicators daily.

Factors affecting liquidity

Our liquidity could be adversely affected by both direct and indirect events. An example of a direct event would be a downgrade in our credit ratings by a rating agency. Examples of indirect events (events unrelated to us) that could impair our access to liquidity would be an act of terrorism or war, natural disasters, global pandemics, political events, or the default or bankruptcy of a major corporation, mutual fund, or hedge fund. Similarly, market speculation, or rumors about us or the banking industry in general, may adversely affect the cost and availability of normal funding sources. For a discussion of certain risks which may impact our liquidity, see Part I, Item 1A. "Risk Factors" on pages 24-42 of our 2024 Form 10-K. For more information on recent liquidity activity, see the header "Our liquidity position and recent activity" in this report below.

Our credit ratings and rating agency outlooks at June 30, 2025, are shown in Figure 24. While we believe these credit ratings, under normal conditions in the capital markets, will enable KeyCorp or KeyBank to issue fixed income securities to investors, downgrades in our credit ratings could increase our cost of funds, trigger additional collateral or funding requirements, and decrease the number of investors and counterparties willing to lend to us.

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Figure 24. Credit Ratings

June 30, 2025

Outlook

Short-Term
Borrowings

Long-Term
Deposits (a)

Senior
Long-Term
Debt

Subordinated
Long-Term
Debt

Capital
Securities

Preferred
Stock

KEYCORP

Standard & Poor’s

Stable

A-2

N/A

BBB

BBB-

Moody’s

Stable

P-2

N/A

Baa2

Baa3

Ba1

Fitch Ratings, Inc.

Positive

N/A

BBB+

N/A

DBRS, Inc.

Stable

R-1 (low)

N/A

A (low)

BBB (high)

BBB (low)

KEYBANK

Standard & Poor’s

Stable

A-2

N/A

BBB+

BBB

N/A

Moody’s

Stable

P-2

P-1/A2

Baa1

Baa2

N/A

Fitch Ratings, Inc.

Positive

F2/A-

BBB+

BBB

N/A

DBRS, Inc.

Stable

R-1 (low)

A (low)

N/A

(a)P-1 rating assigned by Moody’s is specific to KeyBank’s short-term bank deposit ratings. F2 assigned by Fitch Ratings, Inc. is specific to KeyBank’s short-term deposit ratings.

Managing liquidity risk

Most of our liquidity risk is derived from our business model, which involves taking in deposits, many of which can be withdrawn at any time, and lending them out in the form of illiquid loan assets. The assessments of liquidity risk are measured under the assumption of normal operating conditions as well as under stressed environments. We manage these exposures in accordance with our risk appetite, and within Board-approved policy limits.

We regularly monitor our liquidity position and funding sources and measure our capacity to obtain funds in a variety of hypothetical scenarios in an effort to maintain an appropriate mix of available and affordable funding. In the normal course of business, we perform a monthly internal liquidity stress test at the consolidated KeyCorp level. From time to time, we may conduct internal liquidity stress tests more frequently, and use assumptions to reflect the changed market environment. Our testing incorporates estimates for loan and deposit lives based on our historical studies. Internal liquidity stress tests analyze potential liquidity scenarios under various funding constraints and time periods. Ultimately, they determine the periodic effects that major direct and indirect events would have on our access to funding markets and our ability to fund our normal operations. To compensate for the effect of these assumed liquidity pressures, we consider alternative sources of liquidity and maturities over different time periods to project how funding needs would be managed.

Our primary source of funding for KeyBank are customer deposits resulting in a consolidated loan-to-deposit ratio of 73% as of June 30, 2025. If the cash flows needed to support operating and investing activities are not satisfied by deposit balances, we rely on wholesale funding or on-balance sheet liquid reserves. Additionally, excess cash generated by operating, investing, and deposit-gathering activities may be used to repay outstanding debt or invest in liquid assets.

We maintain a Contingency Funding Plan that outlines the process for addressing a liquidity crisis. As part of the plan, we maintain on-balance sheet liquid reserves referred to as our liquid asset portfolio, which consists of high quality liquid assets. During a stress period, that reserve could be used as a source of funding to provide time to develop and execute a longer-term strategy. Figure 25 shows our available contingent liquidity at June 30, 2025, and December 31, 2024. As of June 30, 2025, our secured term borrowings were $2.3 billion, a slight increase compared to the fourth quarter of 2024.

Figure 25. Available Contingent Liquidity


Dollars in billions	June 30, 2025		December 31, 2024
Available contingent liquidity:
Unpledged securities	$	27.4	$	25.5
Net balances of federal funds sold and balances in our Federal Reserve account	11.5		17.4
Unused secured borrowing capacity at the Federal Reserve Bank of Cleveland	39.0		36.7
Unused secured borrowing capacity at the FHLB	17.2		18.9
Total	$	95.1	$	98.5

Liquidity programs

We have several liquidity programs, which are described in Note 20 (“Long-term Debt”) beginning on page 170 of our 2024 Form 10-K, that are designed to enable KeyCorp and KeyBank to raise funds in the public and private debt markets. The proceeds from most of these programs can be used for general corporate purposes, including

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acquisitions. These liquidity programs are reviewed from time to time by the Board and are renewed and replaced, as necessary. There are no restrictive financial covenants in any of these programs.

Liquidity for KeyCorp

The primary sources of liquidity for KeyCorp are dividends from KeyBank and the proceeds from the issuance of debt and capital securities. KeyCorp has sufficient liquidity when it can service its debt; support customary corporate operations and activities (including acquisitions); support occasional guarantees of subsidiaries’ obligations in transactions with third parties at a reasonable cost, in a timely manner, and without adverse consequences; and fund capital distributions in the form of dividends and share buybacks.

We use a parent cash coverage months metric as the primary measure to assess parent company liquidity. The parent cash coverage months metric measures the number of months into the future where projected obligations can be met with the current quantity of liquidity. We generally issue term debt to supplement dividends from KeyBank to manage our liquidity position at or above our targeted levels. The parent company generally maintains cash and short-term investments in an amount sufficient to meet projected debt maturities over at least the next 24 months. At June 30, 2025, KeyCorp held $5.0 billion in cash and short-term investments, which we projected to be sufficient to meet our projected obligations, including the repayment of our maturing debt obligations for the periods prescribed by our risk tolerance.

Typically, KeyCorp meets its liquidity requirements through regular dividends from KeyBank, supplemented with the proceeds from term debt issuance. Federal banking law limits the amount of capital distributions that a bank can make to its holding company without prior regulatory approval. A national bank’s dividend-paying capacity is affected by several factors, including net profits (as defined by statute) for the two previous calendar years and for the current year, up to the date of dividend declaration. During the second quarter of 2025, KeyBank paid $350 million cash dividends to KeyCorp. As of June 30, 2025, KeyBank had regulatory capacity to pay $639 million in dividends to KeyCorp without prior regulatory approval.

Our liquidity position and recent activity

Our liquid asset portfolio, which includes overnight and short-term investments, as well as unencumbered, high quality liquid securities held as protection against a range of potential liquidity stress scenarios, continues to exceed the amount that we estimate would be necessary to manage through an adverse liquidity event by providing sufficient time to develop and execute a longer-term solution.

From time to time, KeyCorp or KeyBank may seek to retire, repurchase, or exchange outstanding debt, capital securities, preferred shares, or common shares through cash purchase, privately negotiated transactions or other means. Additional information on repurchases of Common Shares by KeyCorp is included in Part II, Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities beginning on page 47 of our 2024 Form 10-K and Part II, Item 2 of this report. Such transactions depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, regulatory requirements, and other factors. The amounts involved may be material, individually or collectively.

The Consolidated Statements of Cash Flows summarize our sources and uses of cash by type of activity for the six-month periods ended June 30, 2025, and June 30, 2024.

For more information regarding liquidity governance structure, management of liquidity risk at KeyBank and KeyCorp, long-term liquidity strategies, and other liquidity programs, see “Liquidity Risk Management” beginning on page 83 of our 2024 Form 10-K as well as the disclosure included in Part II, Item 1A. “Risk Factors” of this report.

Credit risk management

Credit risk is the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Like other financial services institutions, we make loans, extend credit, distribute credit risk, purchase securities, provide financial and payments products, and enter into financial derivative contracts, all of which have related credit risk.

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Credit policy, approval, and evaluation

We manage credit risk exposure through a multifaceted program. The Credit Risk Committee approves management credit policies and recommends significant credit policies to the Enterprise Risk Management Committee, the KeyBank Board, and the Risk Committee of the Board for approval. These policies are communicated throughout the organization to foster a consistent approach to granting credit.

Our credit risk management team and certain individuals within our lines of business, to whom credit risk management has delegated limited credit authority, are responsible for credit approval. Individuals with assigned credit authority are authorized to grant exceptions to credit policies. It is not unusual to make exceptions to established policies when mitigating circumstances dictate, however, a corporate level tolerance has been established to keep exceptions at an acceptable level based upon portfolio and economic considerations.

Our credit risk management team uses risk models to evaluate consumer loans. These models, known as scorecards, forecast the probability of serious delinquency and default for an applicant. The scorecards are embedded in the application processing system, which allows for real-time scoring and automated decisions for many of our products. We periodically validate the loan scoring processes.

We maintain an active concentration management program to mitigate concentration risk in our credit portfolios. For individual obligors, we employ a sliding scale of exposure, known as hold limits, which is dictated by the type of loan and strength of the borrower.

Allowance for loan and lease losses

We estimate the appropriate level of the ALLL on at least a quarterly basis. The methodology used is described in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Allowance for Loan and Lease Losses” beginning on page 112 of our 2024 Form 10-K. Briefly, the ALLL estimate uses various models and estimation techniques based on our historical loss experience, current borrower characteristics, current economic conditions, reasonable and supportable forecasts, and other relevant factors. The ALLL at June 30, 2025, represents our best estimate of the lifetime expected credit losses inherent in the loan portfolio at that date.

As shown in Figure 26, our ALLL from continuing operations increased by $37 million, or 2.6%, from December 31, 2024. The commercial ALLL increased by $49 million, or 4.7%, from December 31, 2024, through June 30, 2025. Our consumer ALLL decreased $12 million, or 3.2%, from December 31, 2024, through June 30, 2025. Refer to Note 4 (“Asset Quality”) within this report for further discussion of changes in the ALLL.

Figure 26. Allocation of the Allowance for Loan and Lease Losses


	June 30, 2025						December 31, 2024
Dollars in millions	Amount		Percent of Allowance to Total Allowance		Percent of Loan Type to Total Loans		Amount		Percent of Allowance to Total Allowance		Percent of Loan Type to Total Loans
Commercial and industrial	$	678	46.8	%	52.7	%	$	639	45.4	%	50.7	%
Commercial real estate:
Commercial mortgage	319		22.1		13.0		320		22.7		12.8
Construction	57		4.0		2.7		51		3.6		2.8
Total commercial real estate loans	376		26.1		15.7		371		26.3		15.6
Commercial lease financing	32		2.2		2.3		27		1.9		2.6
Total commercial loans	1,086		75.1		70.7		1,037		73.6		68.9
Real estate — residential mortgage	68		4.7		18.2		90		6.4		19.1
Home equity loans	69		4.8		5.6		70		5.0		6.1
Other consumer loans	141		9.7		4.6		136		9.6		5.0
Credit cards	82		5.7		0.9		76		5.4		0.9

Total consumer loans	360		24.9		29.3		372		26.4		31.1
Total ALLL — continuing operations (a)	$	1,446	100.0	%	100.0	%	$	1,409	100.0	%	100.0	%

(a)Excludes allocations of the ALLL related to the discontinued operations of the education lending business in the amount of $12 million at June 30, 2025, and $13 million at December 31, 2024.

Net loan charge-offs

Figure 27 shows the trend in our net loan charge-offs by loan type, while the composition of loan charge-offs and recoveries by type of loan is presented in Figure 29. Figure 28 shows the ratios of net charge-offs by loan category as a percentage of the respective average loan balance.

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Net loan charge-offs for the three months ended June 30, 2025, increased $11 million compared to the year-ago quarter.

Figure 27. Net Loan Charge-offs (Recoveries) from Continuing Operations


	2025						2024
Dollars in millions	Second			First			Fourth			Third			Second
Commercial and industrial	$	75		$	52		$	72		$	124		$	55
Commercial real estate:
Commercial mortgage	5			36			18			6			9
Construction	—			—			—			—			—
Total commercial real estate loans	5			36			18			6			9
Commercial lease financing	2			—			1			—			3
Total commercial loans	82			88			91			130			67
Real estate — residential mortgage	(1)			—			—			(1)			—
Home equity loans	(1)			—			—			—			—
Other consumer loans	11			12			13			15			14
Credit cards	11			10			10			10			10

Total consumer loans	20			22			23			24			24
Total net loan charge-offs	$	102		$	110		$	114		$	154		$	91
Net loan charge-offs to average loans	.39		%	.43		%	.43		%	.58		%	.34		%
Net loan charge-offs from discontinued operations — education lending business	$	1		$	1		$	1		$	1		$	—

Figure 28. Net Loan Charge-offs (Recoveries) to Average Loans from Continuing Operations


	2025				2024
Dollars in millions	Second		First		Fourth		Third		Second
Commercial and industrial	0.54	%	0.40	%	0.54	%	0.93	%	0.41	%
Commercial real estate:
Commercial mortgage	0.18		1.09		0.52		0.17		0.25
Construction	—		—		—		—		—
Total commercial real estate loans	0.15		0.89		0.43		0.14		0.21
Commercial lease financing	0.27		(0.01)		0.03		—		0.38
Total commercial loans	0.44		0.49		0.50		0.71		0.36
Real estate — residential mortgage	(0.02)		—		0.01		(0.02)		—
Home equity loans	(0.02)		(0.02)		—		—		—
Other consumer loans	0.92		0.98		1.00		1.10		1.01
Credit cards	4.24		4.69		4.50		4.33		4.31

Total consumer loans	0.25		0.29		0.29		0.29		0.29
Total net loan charge-offs	0.39	%	0.43	%	0.43	%	0.58	%	0.34	%

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Figure 29. Summary of Loan and Lease Loss Experience from Continuing Operations


	Three months ended June 30,						Six months ended June 30,
Dollars in millions	2025			2024			2025			2024
Average loans outstanding	$	105,715		$	108,961		$	105,039		$	109,997


Allowance for loan and lease losses at beginning of period	$	1,429		$	1,542		$	1,409		$	1,508
Loans charged off:
Commercial and industrial	$	94		$	86		$	156		$	148
Commercial real estate:
Commercial mortgage	6			10			42			15
Construction	—			—			—			—
Total commercial real estate loans(a)	6			10
Commercial lease financing	2			6			2			6
Total commercial loans	102			102			200			169
Real estate — residential mortgage	—			1			1			2
Home equity loans	—			—			1			1
Other consumer loans	13			16			27			32
Credit cards	12			12			24			24

Total consumer loans	25			29			53			59
Total loans charged off	127			131			253			228
Recoveries:
Commercial and industrial	19			31			29			39
Commercial real estate:
Commercial mortgage	1			1			1			1
Construction	—			—			—			—
Total commercial real estate loans(a)	1			1			1			1
Commercial lease financing	—			3			—			5
Total commercial loans	20			35			30			45
Real estate — residential mortgage	1			1			2			3
Home equity loans	1			—			2			1
Other consumer loans	2			2			4			4
Credit cards	1			2			3			3

Total consumer loans	5			5			11			11
Total recoveries	25			40			41			56
Net loan charge-offs	(102)			(91)			(212)			(172)
Provision (credit) for loan and lease losses	119			96			249			211

Allowance for loan and lease losses at end of period	$	1,446		$	1,547		$	1,446		$	1,547



Liability for credit losses on lending-related commitments at beginning of period	$	278		$	281		$	290		$	296
Provision (credit) for losses on lending-related commitments	19			4			7			(10)
Other	—			1			—			—
Liability for credit losses on lending-related commitments at end of period(b)	$	297		$	286		$	297		$	286
Total allowance for credit losses at end of period	$	1,743		$	1,833		$	1,743		$	1,833
Net loan charge-offs to average total loans	0.39		%	0.34		%	0.41		%	0.31		%
Allowance for loan and lease losses to period-end loans	1.36			1.44			1.36			1.44
Allowance for credit losses to period-end loans	1.64			1.71			1.64			1.71
Allowance for loan and lease losses to nonperforming loans	207.8			217.9			207.8			217.9
Allowance for credit losses to nonperforming loans	250.4			258.2			250.4			258.2

Discontinued operations — education lending business:
Loans charged off	$	1		$	1		$	1		$	2
Recoveries	—			1			—			1
Net loan charge-offs	$	(1)		$	—		$	(1)		$	(1)

(a)See Figure 9 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial real estate loan portfolio.

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

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Nonperforming assets

Figure 30 shows the composition of our nonperforming assets. As shown in Figure 30, nonperforming assets at June 30, 2025, decreased $65 million from December 31, 2024.

See Note 1 (“Summary of Significant Accounting Policies”) of our 2024 Form 10-K under the headings “Nonperforming Loans,” “Impaired Loans,” and “Allowance for Loan and Lease Losses” for a summary of our nonaccrual and charge-off policies.

Figure 30. Summary of Nonperforming Assets and Past Due Loans from Continuing Operations


Dollars in millions	June 30, 2025			March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024
Commercial and industrial	$	280		$	288		$	322		$	365		$	358
Commercial real estate:
Commercial mortgage	226			206			243			176			173
Construction	—			—			—			—			—
Total commercial real estate loans(a)	226			206			243			176			173
Commercial lease financing	—			—			—			—			1
Total commercial loans(b)	506			494			565			541			532
Real estate — residential mortgage	95			94			92			87			77
Home equity loans	84			87			89			90			91
Other consumer loans	4			4			5			4			4
Credit cards	7			7			7			6			6

Total consumer loans	190			192			193			187			178
Total nonperforming loans	696			686			758			728			710
OREO	11			14			14			13			17
Nonperforming loans held for sale	—			—			—			—			—
Other nonperforming assets	—			—			—			—			—
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 days	266			281			206			184			282




Nonperforming assets from discontinued operations — education lending business	2			1			2			2			3
Nonperforming loans to period-end portfolio loans	0.65		%	0.65		%	0.73		%	0.69		%	0.66		%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets	0.66			0.67			0.74			0.70			0.68

(a)See Figure 9 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial real estate loan portfolio.

(b)See Figure 8 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial loan portfolio.

Figure 31 shows the activity that caused the change in our nonperforming loan balance during each of the last five quarters.

Figure 31. Summary of Changes in Nonperforming Loans from Continuing Operations


	2025				2024
Dollars in millions	Second		First		Fourth		Third		Second
Balance at beginning of period	$	686	$	758	$	728	$	710	$	658
Loans placed on nonaccrual status	233		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

Operational and compliance risk management

Like all businesses, we are subject to operational risk, which is the risk of loss resulting from human error or malfeasance, inadequate or failed internal processes and systems, and external events. These events include, among other things, threats to our cybersecurity, as we are reliant upon information systems and the internet to conduct our business activities. Operational risk intersects with compliance risk, which is the risk of loss from violations of, or noncompliance with, laws, rules and regulations, prescribed practices, and ethical standards. Under the Dodd-Frank Act, large financial companies like Key are subject to heightened prudential standards and regulation. This heightened level of regulation has increased our operational risk. While operational and compliance risk are separate risk disciplines in KeyCorp’s ERM framework, losses and/or additional regulatory compliance costs

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are included in operational loss reporting and could take the form of explicit charges, increased operational costs, or harm to our reputation.

We seek to mitigate operational risk through identification and measurement of risk, alignment of business strategies with risk appetite and tolerance, and a system of internal controls and reporting. We continuously strive to strengthen our system of internal controls to improve the oversight of our operational risk and to ensure compliance with laws, rules, and regulations. For example, an operational event database tracks the amounts and sources of operational risk and losses. This tracking mechanism helps to identify weaknesses and to highlight the need to take corrective action. We also rely upon software programs designed to assist in assessing operational risk and monitoring our control processes. This technology has enhanced the reporting of the effectiveness of our controls to senior management and the Board.

The Operational Risk Management Program provides the framework for the structure, governance, roles, and responsibilities, as well as the content, to manage operational risk for Key. The Compliance Risk Management Program serves the same function in managing compliance risk for Key. The Operational Risk Committee and the Compliance Risk Committee support the ERM Committee by identifying early warning events and trends, escalating emerging risks, and discussing forward-looking assessments. Both the Operational Risk Committee and the Compliance Risk Committee include attendees from each of the Three Lines of Defense. Primary responsibility for managing and monitoring internal control mechanisms lies with the managers of our various lines of business. The Operational Risk Committee and Compliance Risk Committee are senior management committees that oversee our level of operational and compliance risk and direct and support our operational and compliance infrastructure and related activities. These committees and the Operational Risk Management and Compliance Risk Management functions are an integral part of our ERM Program. Our Internal Audit function regularly assesses the overall effectiveness of our Operational Risk Management and Compliance Risk Management Programs and our system of internal controls. Internal Audit reports the results of reviews on internal controls and systems to senior management and the Audit Committee and updates the Risk Committee, as appropriate, on matters related to the oversight of these controls.

Cybersecurity

For information on our cybersecurity risk management and governance practices, please see Item 1C. Cybersecurity beginning on page 43 of our 2024 Form 10-K.

GAAP to Non-GAAP Reconciliations

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, nor as a substitute for analyses

of results as reported under GAAP.

The tangible common equity ratio and the return on tangible common equity ratio have been a focus for some investors, and management believes that these ratios may assist investors in analyzing Key’s capital position without regard to the effects of intangible assets and preferred stock. Since analysts and banking regulators may assess our capital adequacy using tangible common equity, we believe it is useful to enable investors to assess our capital adequacy on these same bases.

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		Three months ended															Six months ended
Dollars in millions		6/30/2025			3/31/2025			12/31/2024			9/30/2024			6/30/2024			6/30/2025			6/30/2024
Tangible common equity to tangible assets at period-end
Key shareholders’ equity (GAAP)		$	19,484		$	19,003		$	18,176		$	16,852		$	14,789
Less:	Intangible assets	2,770			2,774			2,779			2,786			2,793
	Preferred Stock (a)	2,446			2,446			2,446			2,446			2,446
	Tangible common equity (non-GAAP)	$	14,268		$	13,783		$	12,951		$	11,620		$	9,550
Total assets (GAAP)		$	185,499		$	188,691		$	187,168		$	189,763		$	187,450
Less:	Intangible assets	2,770			2,774			2,779			2,786			2,793
	Tangible assets (non-GAAP)	$	182,729		$	185,917		$	184,389		$	186,977		$	184,657
	Tangible common equity to tangible assets ratio (non-GAAP)	7.8		%	7.4		%	7.0		%	6.2		%	5.2		%
Average tangible common equity
Average Key shareholders’ equity (GAAP)		$	19,268		$	18,632		$	16,732		$	15,759		$	14,474		$	18,952		$	14,561
Less:	Intangible assets (average)	2,772			2,777			2,783			2,789			2,796			2,774			2,798
	Preferred Stock (average)	2,500			2,500			2,500			2,500			2,500			2,500			2,500
	Average tangible common equity (non-GAAP)	$	13,996		$	13,355		$	11,449		$	10,470		$	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		$	(279)		$	(447)		$	237		$	757		$	420
Average tangible common equity (non-GAAP)		13,996			13,355			11,449			10,470			9,178			13,678			9,263
Return on average tangible common equity from continuing operations (non-GAAP)		11.1		%	11.2		%	(9.7)		%	(17.0)		%	10.4		%	11.16		%	9.12		%
Return on average tangible common equity consolidated
Net income (loss) attributable to Key common shareholders (GAAP)		$	389		$	369		$	(279)		$	(446)		$	238		$	758		$	421
Average tangible common equity (non-GAAP)		13,996			13,355			11,449			10,470			9,178			13,678			9,263
Return on average tangible common equity consolidated (non-GAAP)		11.1		%	11.2		%	(9.7)		%	(16.9)		%	10.4		%	11.18		%	9.14		%
Pre-provision net revenue
Net interest income (GAAP)		$	1,141		$	1,096		$	1,051		$	952		$	887		$	2,237		$	1,762
Plus:	Taxable-equivalent adjustment	9			9			10			12			12			18			23
	Noninterest income	690			668			(196)			(269)			627			1,358			1,274
Less:	Noninterest expense	1,154			1,131			1,229			1,094			1,079			2,285			2,222
	Pre-provision net revenue from continuing operations (non-GAAP)	$	686		$	642		$	(364)		$	(399)		$	447		$	1,328		$	837

(a)Net of capital surplus.

Adjusted noninterest expense and adjusted noninterest income are non-GAAP measures in that they are adjusted to exclude the impact of significant or unusual items. Management believes adjusting for significant or unusual 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.


		Three months ended										Six months ended
Dollars in millions		6/30/2025		3/31/2025		12/31/2024		9/30/2024		6/30/2024		6/30/2025		6/30/2024
Adjusted noninterest expense
Noninterest expense (GAAP)		$	1,154	$	1,131	$	1,229	$	1,094	$	1,079	$	2,285	$	2,222
Adjustments:


	FDIC special assessment (other expense)	—		—		3		6		(5)		—		(34)
Adjusted noninterest expense (non-GAAP)		$	1,154	$	1,131	$	1,232	$	1,100	$	1,074	$	2,285	$	2,188

Adjusted noninterest income
Noninterest income (GAAP)		$	690	$	668	$	(196)	$	(269)	$	627	$	1,358	$	1,274
Adjustments:
	Loss on sale of securities for securities repositioning	—		—		915		918		—		—		—
	Scotiabank investment agreement valuation (other income)	—		—		3		—		—		—		—
Adjusted noninterest income (non-GAAP)		$	690	$	668	$	722	$	649	$	627	$	1,358	$	1,274

Critical Accounting Policies and Estimates

Our business is dynamic and complex. Consequently, we must exercise judgment in choosing and applying accounting policies and methodologies. These choices are critical – not only are they necessary to comply with GAAP, they also reflect our view of the appropriate way to record and report our overall financial performance. All accounting policies are important, and all policies described in Note 1 (“Summary of Significant Accounting Policies”) beginning on page 110 of our 2024 Form 10-K should be reviewed for a greater understanding of how we record and report our financial performance. Note 1 (“Basis of Presentation and Accounting Policies”) of this report should also be reviewed for more information on accounting standards that have been adopted during the period.

In our opinion, some accounting policies are more likely than others to have a critical effect on our financial results and to expose those results to potentially greater volatility. These policies apply to areas of relatively greater business importance, or require us to exercise judgment and to make assumptions and estimates that affect

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amounts reported in the financial statements. Because these assumptions and estimates are based on current circumstances, they may prove to be inaccurate, or we may find it necessary to change them.

We rely heavily on the use of judgment, assumptions, and estimates to make a number of core decisions, including accounting for the ALLL; contingent liabilities, guarantees and income taxes; derivatives and related hedging activities; and assets and liabilities that involve valuation methodologies. In addition, we may employ outside valuation experts to assist us in determining fair values of certain assets and liabilities. A brief discussion of each of these areas appears on pages 92 through 97 of our 2024 Form 10-K. During the three months ended June 30, 2025, we did not significantly alter the manner in which we applied our critical accounting policies or developed related assumptions and estimates.

Accounting and Reporting Developments

Accounting Guidance Pending Adoption at June 30, 2025


Standard	Required Adoption	Description	Effect on Financial Statements or Other Significant Matters

ASU 2024-03 and ASU 2025-01 Income Statement— Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220-40)	January 1, 2027 Early adoption is permitted.	The guidance requires public companies disclose additional information about certain types of costs and expenses. The guidance could be applied on a prospective or retrospective basis.	The guidance is not expected to have a material impact on Key’s disclosures.

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Item 1. Financial Statements

Consolidated Balance Sheets


Dollars in millions, except per share data	June 30, 2025		December 31, 2024
	(Unaudited)
ASSETS
Cash and due from banks	$	1,766	$	1,743
Short-term investments	11,564		17,504
Trading account assets	1,374		1,283
Securities available for sale	40,669		37,707
Held-to-maturity securities (fair value: $6,519 and $6,837)	6,914		7,395
Other investments	1,058		1,041
Loans, net of unearned income of $291 and $311	106,389		104,260
Less: Allowance for loan and lease losses	(1,446)		(1,409)
Net loans	104,943		102,851
Loans held for sale (a)	530		797
Premises and equipment	599		614
Goodwill	2,752		2,752
Other intangible assets	18		27
Corporate-owned life insurance	4,423		4,394
Accrued income and other assets	8,654		8,797
Discontinued assets	235		263
Total assets	$	185,499	$	187,168
LIABILITIES
Deposits in domestic offices:





Interest-bearing deposits	$	119,230	$	120,132
Noninterest-bearing deposits	27,675		29,628
Total deposits	146,905		149,760
Federal funds purchased and securities sold under repurchase agreements	20		14
Bank notes and other short-term borrowings	2,754		2,130
Accrued expense and other liabilities	4,273		4,983
Long-term debt	12,063		12,105
Total liabilities	166,015		168,992
EQUITY
Preferred stock	2,500		2,500
Common Shares, $1 par value; authorized 2,100,000,000 shares; issued 1,256,702,081 shares	1,257		1,257
Capital surplus	5,971		6,038
Retained earnings	14,886		14,584
Treasury stock, at cost (144,249,472 and 149,915,630 shares)	(2,629)		(2,733)
Accumulated other comprehensive income (loss)	(2,501)		(3,470)


Total equity	19,484		18,176
Total liabilities and equity	$	185,499	$	187,168

(a)Total loans held for sale include real estate — residential mortgage loans held for sale at fair value of $82 million at June 30, 2025, and $93 million at December 31, 2024.

See Notes to Consolidated Financial Statements (Unaudited).

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Consolidated Statements of Income


Dollars in millions, except per share amounts	Three months ended June 30,				Six months ended June 30,
(Unaudited)	2025		2024		2025		2024
INTEREST INCOME
Loans	$	1,443	$	1,524	$	2,844	$	3,062
Loans held for sale	11		8		25		22
Securities available for sale	411		259		803		491
Held-to-maturity securities	61		73		124		148
Trading account assets	16		16		33		30
Short-term investments	157		192		331		334
Other investments	8		16		17		33
Total interest income	2,107		2,088		4,177		4,120
INTEREST EXPENSE
Deposits	730		817		1,483		1,599
Federal funds purchased and securities sold under repurchase agreements	4		1		5		2
Bank notes and other short-term borrowings	34		51		61		97
Long-term debt	198		332		391		660
Total interest expense	966		1,201		1,940		2,358
NET INTEREST INCOME	1,141		887		2,237		1,762
Provision for credit losses	138		100		256		201
Net interest income after provision for credit losses	1,003		787		1,981		1,561
NONINTEREST INCOME
Trust and investment services income	146		139		285		275
Investment banking and debt placement fees	178		126		353		296
Cards and payments income	85		85		167		162
Service charges on deposit accounts	73		66		142		129
Corporate services income	76		68		141		137
Commercial mortgage servicing fees	70		61		146		117
Corporate-owned life insurance income	32		34		65		66
Consumer mortgage income	15		16		28		30
Operating lease income and other leasing gains	14		21		23		45
Other income	1		21		8		30
Net securities gains (losses)	—		(10)		—		(13)
Total noninterest income	690		627		1,358		1,274
NONINTEREST EXPENSE
Personnel	705		636		1,385		1,310
Net occupancy	69		66		136		133
Computer processing	107		101		214		203
Business services and professional fees	48		37		88		78
Equipment	21		20		41		40
Operating lease expense	10		17		21		34
Marketing	24		21		45		40



Other expense	170		181		355		384
Total noninterest expense	1,154		1,079		2,285		2,222
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	539		335		1,054		613
Income taxes	116		62		225		121
INCOME (LOSS) FROM CONTINUING OPERATIONS	423		273		829		492
Income (loss) from discontinued operations	2		1		1		1
NET INCOME (LOSS)	$	425	$	274	$	830	$	493


Income (loss) from continuing operations attributable to Key common shareholders	$	387	$	237	$	757	$	420
Net income (loss) attributable to Key common shareholders	389		238		758		421
Per Common Share:
Income (loss) from continuing operations attributable to Key common shareholders	$	.35	$	.25	$	.69	$	.45
Income (loss) from discontinued operations, net of taxes	—		—		—		—
Net income (loss) attributable to Key common shareholders (a)	.35		.25		.69		.45
Per Common Share — assuming dilution:
Income (loss) from continuing operations attributable to Key common shareholders	$	.35	$	.25	$	.69	$	.45
Income (loss) from discontinued operations, net of taxes	—		—		—		—
Net income (loss) attributable to Key common shareholders (a)	.35		.25		.69		.45

Weighted-average Common Shares outstanding (000)	1,100,033		931,726		1,098,453		930,776

Effect of Common Share options and other stock awards	7,177		6,761		8,331		7,040
Weighted-average Common Shares and potential Common Shares outstanding (000) (b)	1,107,210		938,487		1,106,784		937,816

(a)EPS may not foot due to rounding.

(b)Assumes conversion of Common Share options and other stock awards and/or convertible preferred stock, as applicable.

See Notes to Consolidated Financial Statements (Unaudited).

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Consolidated Statements of Comprehensive Income


Dollars in millions	Three months ended June 30,				Six months ended June 30,
(Unaudited)	2025		2024		2025		2024
Net income (loss)	$	425	$	274	$	830	$	493
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities available for sale, net of income taxes of $(48), $(18), $(184) and $29	152		59		576		(92)
Net unrealized gains (losses) on derivative financial instruments, net of income taxes of $(43), $(35), $(105) and $(55)	133		109		326		174

Net pension and postretirement benefit costs, net of income taxes of $0, $(1), $(21) and $(1)	1		2		67		3
Total other comprehensive income (loss), net of tax	286		170		969		85


Comprehensive income (loss) attributable to Key	$	711	$	444	$	1,799	$	578

See Notes to Consolidated Financial Statements (Unaudited).

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Consolidated Statements of Changes in Equity


	Key Shareholders’ Equity
Dollars in millions, except per share amounts (Unaudited)	Preferred Shares Outstanding (000)	Common Shares Outstanding (000)	Preferred Stock		Common Shares		Capital Surplus		Retained Earnings		Treasury Stock, at Cost		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
BALANCE AT DECEMBER 31, 2024	1,996	1,106,786	$	2,500	$	1,257	$	6,038	$	14,584	$	(2,733)	$	(3,470)	$	18,176
Net income (loss)									830						830
Other comprehensive income (loss)													969		969
Deferred compensation							(1)								(1)
Cash dividends declared
Common Shares ($.410 per share)									(456)						(456)
Series D Preferred Stock ($25.00 per depositary share)									(13)						(13)
Series E Preferred Stock ($.765626 per depositary share)									(15)						(15)
Series F Preferred Stock ($.706250 per depositary share)									(12)						(12)
Series G Preferred Stock ($.703126 per depositary share)									(13)						(13)
Series H Preferred Stock ($.775000 per depositary share)									(19)						(19)

Employee equity compensation program Common Share repurchases		(1,961)					—				(35)				(35)
Common Shares reissued (returned) for stock options and other employee benefit plans		7,628					(66)				139				73




BALANCE AT JUNE 30, 2025	1,996	1,112,453	$	2,500	$	1,257	$	5,971	$	14,886	$	(2,629)	$	(2,501)	$	19,484

BALANCE AT MARCH 31, 2025	1,996	1,111,986	$	2,500	$	1,257	$	5,946	$	14,724	$	(2,637)	$	(2,787)	$	19,003


Net income (loss)									425						425
Other comprehensive income (loss)													286		286
Deferred compensation							—								—
Cash dividends declared
Common Shares ($.205 per share)									(227)						(227)
Series D Preferred Stock ($12.50 per depositary share)									(6)						(6)
Series E Preferred Stock ($.382813 per depositary share)									(7)						(7)
Series F Preferred Stock ($.353125 per depositary share)									(6)						(6)
Series G Preferred Stock ($.351563 per depositary share)									(7)						(7)
Series H Preferred Stock ($.387500 per depositary share)									(10)						(10)


Employee equity compensation program Common Share repurchases		(3)					—				—				—
Common Shares reissued (returned) for stock options and other employee benefit plans		470					25				8				33



BALANCE AT JUNE 30, 2025	1,996	1,112,453	$	2,500	$	1,257	$	5,971	$	14,886	$	(2,629)	$	(2,501)	$	19,484

See Notes to Consolidated Financial Statements (Unaudited).



	Key Shareholders’ Equity
Dollars in millions, except per share amounts (Unaudited)	Preferred Shares Outstanding (000)	Common Shares Outstanding (000)	Preferred Stock		Common Shares		Capital Surplus		Retained Earnings		Treasury Stock, at Cost		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
BALANCE AT DECEMBER 31, 2023	1,996	936,564	$	2,500	$	1,257	$	6,281	$	15,672	$	(5,844)	$	(5,229)	$	14,637


Net income (loss)									493						493
Other comprehensive income (loss)													85		85
Deferred compensation							(4)								(4)
Cash dividends declared
Common Shares ($.410 per share)									(387)						(387)
Series D Preferred Stock ($25.00 per depositary share)									(13)						(13)
Series E Preferred Stock ($.765626 per depositary share)									(15)						(15)
Series F Preferred Stock ($.706250 per depositary share)									(12)						(12)
Series G Preferred Stock ($.703126 per depositary share)									(13)						(13)
Series H Preferred Stock ($.775000 per depositary share)									(19)						(19)

Employee equity compensation program Common Share repurchases		(1,879)					—				(26)				(26)
Common Shares reissued (returned) for stock options and other employee benefit plans		8,515					(92)				155				63



BALANCE AT JUNE 30, 2024	1,996	943,200	$	2,500	$	1,257	$	6,185	$	15,706	$	(5,715)	$	(5,144)	$	14,789

BALANCE AT MARCH 31, 2024	1,996	942,776	$	2,500	$	1,257	$	6,164	$	15,662	$	(5,722)	$	(5,314)	$	14,547
Net income (loss)									274						274
Other comprehensive income (loss)													170		170
Deferred compensation							—								—
Cash dividends declared
Common Shares ($.205 per share)									(194)						(194)
Series D Preferred Stock ($12.50 per depositary share)									(6)						(6)
Series E Preferred Stock ($.382813 per depositary share)									(7)						(7)
Series F Preferred Stock ($.353125 per depositary share)									(6)						(6)
Series G Preferred Stock ($.351563 per depositary share)									(7)						(7)
Series H Preferred Stock ($.387500 per depositary share)									(10)						(10)

Employee equity compensation program Common Share repurchases		(20)					—				—				—
Common Shares reissued (returned) for stock options and other employee benefit plans		444					21				7				28


BALANCE AT JUNE 30, 2024	1,996	943,200	$	2,500	$	1,257	$	6,185	$	15,706	$	(5,715)	$	(5,144)	$	14,789

See Notes to Consolidated Financial Statements (Unaudited).

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Consolidated Statements of Cash Flows


Dollars in millions	Six months ended June 30,
(Unaudited)	2025		2024
OPERATING ACTIVITIES
Net income (loss)	$	830	$	493
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for credit losses	256		201
Depreciation, amortization, and accretion, net	11		49
Increase in cash surrender value of corporate-owned life insurance	(59)		(57)
Stock-based compensation expense	63		53
Deferred income taxes (benefit)	16		(60)
Proceeds from sales of loans held for sale	3,767		3,175
Originations of loans held for sale, net of repayments	(3,506)		(3,267)
Net losses (gains) on sales of loans held for sale	(60)		(49)
Net losses (gains) on leased equipment	—		(8)
Net securities and other investments losses (gains)	—		13
Net losses (gains) on sales of fixed assets	—		(3)
Net change in:
Trading account assets	(91)		(77)
Accrued income and other assets	95		36
Accrued expense and other liabilities	(733)		(586)
Other operating activities, net	505		229
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	1,094		142
INVESTING ACTIVITIES


Net decrease (increase) in short-term investments, excluding acquisitions	5,940		(4,719)
Purchases of securities available for sale	(5,419)		(3,646)
Proceeds from sales of securities available for sale	—		2,138
Proceeds from prepayments and maturities of securities available for sale	3,256		1,114
Proceeds from prepayments and maturities of held-to-maturity securities	484		614

Net decrease (increase) in other investments	(16)		(15)
Net decrease (increase) in loans, excluding acquisitions, sales and transfers	(2,294)		5,407
Proceeds from sales of portfolio loans	66		96
Proceeds from corporate-owned life insurance	30		58
Purchases of premises, equipment, and software	(33)		(25)
Proceeds from sales of premises and equipment	3		10
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	2,017		1,032
FINANCING ACTIVITIES
Net increase (decrease) in deposits	(2,855)		133
Net increase (decrease) in short-term borrowings	630		2,226
Net proceeds from issuance of long-term debt	1,411		1,350
Payments on long-term debt	(1,714)		(4,016)



Employee equity compensation program Common Share repurchases	(35)		(26)

Net proceeds from reissuance of Common Shares	3		3

Cash dividends paid	(528)		(459)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(3,088)		(789)
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS	23		385
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD	1,743		941
CASH AND DUE FROM BANKS AT END OF PERIOD	$	1,766	$	1,326
Additional disclosures relative to cash flows:
Interest paid	$	1,912	$	2,009
Income taxes paid (refunded)	4		58
Noncash items:
Reduction of secured borrowing and related collateral	$	1	$	2
Loans transferred to portfolio from held for sale	71		107
Loans transferred to held for sale from portfolio	6		—
Loans transferred to OREO	2		3

See Notes to Consolidated Financial Statements (Unaudited).

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Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation and Accounting Policies

The consolidated financial statements include the accounts of KeyCorp and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Some previously reported amounts have been reclassified in the statements of income from “other income” to “net securities gains (losses).”

The consolidated financial statements include any voting rights entities in which we have a controlling financial interest. In accordance with the applicable accounting guidance for consolidations, we consolidate a VIE if we have: (i) a variable interest in the entity; (ii) the power to direct activities of the VIE that most significantly affect the entity’s economic performance; and (iii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE (i.e., we are considered to be the primary beneficiary). Variable interests can include equity interests, subordinated debt, derivative contracts, leases, service agreements, guarantees, standby letters of credit, loan commitments, and other contracts, agreements, and financial instruments. See Note 11 (“Variable Interest Entities”) for information on our involvement with VIEs.

We use the equity method to account for unconsolidated investments in voting rights entities or VIEs if we have significant influence over the entity’s operating and financing decisions (usually defined as a voting or economic interest of 20% to 50%, but not controlling). Unconsolidated investments in voting rights entities or VIEs in which we have a voting or economic interest of less than 20% or for which we do not have significant influence are carried at the cost measurement alternative or at fair value. Investments held by our registered broker-dealer and investment company subsidiaries (principal investing entities and Real Estate Capital line of business) are carried at fair value.

The unaudited consolidated interim financial statements reflect all adjustments of a normal recurring nature and disclosures that are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for the full year. The interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our 2024 Form 10-K.

In preparing these financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all shareholders and other financial statement users or filed with the SEC.

Accounting Guidance Adopted in 2025


Standard	Date of Adoption	Description	Effect on Financial Statements or Other Significant Matters
ASU 2023-09 Income Taxes (Topic 740)	Annual periods beginning January 1, 2025 Early adoption is permitted.	This guidance requires certain annual tax disclosures related to rate reconciliation and income taxes paid. The guidance should be applied on a prospective or retrospective basis.	The guidance is not expected to have a material impact and will be incorporated into Key’s annual tax disclosures within the Form 10-K.

2. Earnings Per Common Share

Basic earnings per share is the amount of earnings (losses), adjusted for dividends declared on our preferred stock, available to each Common Share outstanding during the reporting periods. Diluted earnings per share is the amount of earnings (losses) available to each Common Share outstanding during the reporting periods adjusted to include the effects of potentially dilutive Common Shares. Potentially dilutive Common Shares include stock options and other stock-based awards. Potentially dilutive Common Shares are excluded from the computation of diluted earnings per share in the periods where the effect would be antidilutive.

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Our basic and diluted earnings per Common Share are calculated as follows:


	Three months ended June 30,				Six months ended June 30,
Dollars in millions, except per share amounts	2025		2024		2025		2024
EARNINGS
Income (loss) from continuing operations	$	423	$	273	$	829	$	492


Less: Dividends on Preferred Stock	36		36		72		72
Income (loss) from continuing operations attributable to Key common shareholders	387		237		757		420
Income (loss) from discontinued operations, net of taxes	2		1		1		1
Net income (loss) attributable to Key common shareholders	$	389	$	238	$	758	$	421
WEIGHTED-AVERAGE COMMON SHARES
Weighted-average Common Shares outstanding (000)	1,100,033		931,726		1,098,453		930,776
Effect of Common Share options and other stock awards	7,177		6,761		8,331		7,040
Weighted-average Common Shares and potential Common Shares outstanding (000)(a)	1,107,210		938,487		1,106,784		937,816
EARNINGS PER COMMON SHARE
Income (loss) from continuing operations attributable to Key common shareholders	$	.35	$	.25	$	.69	$	.45
Income (loss) from discontinued operations, net of taxes	—		—		—		—
Net income (loss) attributable to Key common shareholders (b)	.35		.25		.69		.45

Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution	$	.35	$	.25	$	.69	$	.45
Income (loss) from discontinued operations, net of taxes — assuming dilution	—		—		—		—
Net income (loss) attributable to Key common shareholders—assuming dilution(b)	.35		.25		.69		.45

(a)Assumes conversion of Common Share options and other stock awards and/or convertible preferred stock, as applicable.

(b)EPS may not foot due to rounding.

3. Loan Portfolio

Loan Portfolio by Portfolio Segment and Class of Financing Receivable (a)


Dollars in millions	June 30, 2025		December 31, 2024
Commercial and industrial (b)(c)	$	56,058	$	52,909
Commercial real estate:
Commercial mortgage	13,862		13,310
Construction	2,830		2,936
Total commercial real estate loans	16,692		16,246
Commercial lease financing (c)	2,472		2,736
Total commercial loans	75,222		71,891

Real estate — residential mortgage	19,330		19,886
Home equity loans	6,023		6,358
Total residential loans	25,353		26,244
Other consumer loans	4,881		5,167
Credit cards	933		958

Total consumer loans	31,167		32,369
Total loans (d)	$	106,389	$	104,260

(a)Accrued interest of $465 million and $456 million at June 30, 2025, and December 31, 2024, respectively, presented in "Accrued income and other assets" on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

(b)Loan balances include $220 million and $212 million of commercial credit card balances at June 30, 2025, and December 31, 2024, respectively.

(c)Commercial and industrial includes receivables held as collateral for a secured borrowing of $211 million at December 31, 2024. Commercial lease financing includes receivables of $2 million and $3 million held as collateral for a secured borrowing at June 30, 2025, and December 31, 2024, respectively. Principal reductions are based on the cash payments received from these related receivables. Additional information pertaining to these secured borrowings is included in Note 20 (“Long-Term Debt”) beginning on page 170 of our 2024 Form 10-K.

(d)Total loans exclude loans of $230 million at June 30, 2025, and $257 million at December 31, 2024, related to the discontinued operations of the education lending business. These amounts are included within “Discontinued assets” on the Consolidated Balance Sheet.

4. Asset Quality

ALLL

We estimate the appropriate level of the ALLL on at least a quarterly basis. The methodology is described in Note 1 ("Summary of Significant Accounting Policies") under the heading "Allowance for Loan and Lease Losses" beginning on page 112 of our 2024 Form 10-K.

The ALLL at June 30, 2025, represents our current estimate of lifetime credit losses inherent in the loan portfolio at that date. The changes in the ALLL by loan category for the periods indicated are as follows:

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Three months ended June 30, 2025:


Dollars in millions	March 31, 2025		Provision			Charge-offs		Recoveries		June 30, 2025
Commercial and Industrial	$	669	$	84		$	(94)	$	19	$	678
Commercial real estate:
Real estate — commercial mortgage	297		27			(6)		1		319
Real estate — construction	57		—			—		—		57
Total commercial real estate loans	354		27			(6)		1		376
Commercial lease financing	34		—			(2)		—		32
Total commercial loans	1,057		111			(102)		20		1,086

Real estate — residential mortgage	71		(4)			—		1		68
Home equity loans	75		(7)			—		1		69
Other consumer loans	143		9			(13)		2		141
Credit cards	83		10			(12)		1		82

Total consumer loans	372		8			(25)		5		360
Total ALLL — continuing operations	1,429		119		(a)	(127)		25		1,446
Discontinued operations	13		—			(1)		—		12
Total ALLL — including discontinued operations	$	1,442	$	119		$	(128)	$	25	$	1,458

(a)Excludes a provision related to reserves on lending-related commitments of $19 million.

Three months ended June 30, 2024:


Dollars in millions	March 31, 2024		Provision			Charge-offs		Recoveries		June 30, 2024
Commercial and Industrial	$	653	$	84		$	(86)	$	31	$	682
Commercial real estate:
Real estate — commercial mortgage	389		3			(10)		1		383
Real estate — construction	61		5			—		—		66
Total commercial real estate loans	450		8			(10)		1		449
Commercial lease financing	28		4			(6)		3		29
Total commercial loans	1,131		96			(102)		35		1,160

Real estate — residential mortgage	121		(6)			(1)		1		115
Home equity loans	79		(8)			—		—		71
Other consumer loans	133		9			(16)		2		128
Credit cards	78		5			(12)		2		73

Total consumer loans	411		—			(29)		5		387
Total ALLL — continuing operations	1,542		96		(a)	(131)		40		1,547
Discontinued operations	15		(1)			(1)		1		14
Total ALLL — including discontinued operations	$	1,557	$	95		$	(132)	$	41	$	1,561

(a)Excludes a provision related to reserves on lending-related commitments of $4 million.

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Six months ended June 30, 2025:


Dollars in millions	December 31, 2024		Provision			Charge-offs		Recoveries		June 30, 2025
Commercial and Industrial	$	639	$	166		$	(156)	$	29	$	678
Commercial real estate:
Real estate — commercial mortgage	320		40			(42)		1		319
Real estate — construction	51		6			—		—		57
Total commercial real estate loans	371		46			(42)		1		376
Commercial lease financing	27		7			(2)		—		32
Total commercial loans	1,037		219			(200)		30		1,086

Real estate — residential mortgage	90		(23)			(1)		2		68
Home equity loans	70		(2)			(1)		2		69
Other consumer loans	136		28			(27)		4		141
Credit cards	76		27			(24)		3		82

Total consumer loans	372		30			(53)		11		360
Total ALLL — continuing operations	1,409		249		(a)	(253)		41		1,446
Discontinued operations	13		—			(1)		—		12
Total ALLL — including discontinued operations	$	1,422	$	249		$	(254)	$	41	$	1,458

(a)Excludes a provision for losses on lending-related commitments of $7 million.

Six months ended June 30, 2024:


Dollars in millions	December 31, 2023		Provision			Charge-offs		Recoveries		June 30, 2024
Commercial and Industrial	$	556	$	235		$	(148)	$	39	$	682
Commercial real estate:
Real estate — commercial mortgage	419		(22)			(15)		1		383
Real estate — construction	52		14			—		—		66
Total commercial real estate loans	471		(8)			(15)		1		449
Commercial lease financing	33		(3)			(6)		5		29
Total commercial loans	1,060		224			(169)		45		1,160

Real estate — residential mortgage	162		(48)			(2)		3		115
Home equity loans	86		(15)			(1)		1		71
Other consumer loans	122		34			(32)		4		128
Credit cards	78		16			(24)		3		73

Total consumer loans	448		(13)			(59)		11		387
Total ALLL — continuing operations	1,508		211		(a)	(228)		56		1,547
Discontinued operations	16		(1)			(2)		1		14
Total ALLL — including discontinued operations	$	1,524	$	210		$	(230)	$	57	$	1,561

(a)Excludes a credit for losses on lending-related commitments of $10 million.

As described in Note 1 ("Summary of Significant Accounting Policies"), under the heading “Allowance for Loan and Lease Losses” beginning on page 112 of our 2024 Form 10-K, we estimate the ALLL using relevant available information, from internal and external sources, relating to past events, current economic and portfolio conditions, and reasonable and supportable forecasts. In our estimation of expected credit losses, we use a two year reasonable and supportable period across all products. Following this two year period in which supportable forecasts can be generated, for all modeled loan portfolios, we revert expected credit losses to a level that is consistent with our historical information by reverting the macroeconomic variables (model inputs) to their long run average. We revert to historical loss rates for less complex estimation methods for smaller portfolios. A 20-year fixed length look back period is used to calculate the long run average of the macroeconomic variables. A four quarter reversion period is used where the macroeconomic variables linearly revert to their long run average following the two year reasonable and supportable period.

We develop our reasonable and supportable forecasts using relevant data including, but not limited to, changes in economic output, unemployment rates, property values, and other factors associated with the credit losses on financial assets. Some macroeconomic variables apply to all portfolio segments, while others are more portfolio specific. The following table discloses key macroeconomic variables for each loan portfolio.

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Segment	Portfolio	Key Macroeconomic Variables (a)
Commercial	Commercial and industrial	BBB corporate bond rate (spread), fixed investment, business bankruptcies, GDP, industrial production, unemployment rate, and Producer Price Index
	Commercial real estate	Property & real estate price indices, unemployment rate, business bankruptcies, GDP, and SOFR
	Commercial lease financing	BBB corporate bond rate (spread), GDP, and unemployment rate
Consumer	Real estate — residential mortgage	GDP, home price index, unemployment rate, 30 year mortgage rate and U.S. household income
	Home equity	Home price index, unemployment rate, and 30 year mortgage rate
	Other consumer	Unemployment rate, prime rate and U.S. household income

	Credit cards	Unemployment rate and U.S. household income
	Discontinued operations	Unemployment rate

(a)Variables include all transformations and interactions with other risk drivers. Additionally, variables may have varying impacts at different points in the economic cycle.

In addition to macroeconomic drivers, portfolio attributes such as remaining term, outstanding balance, risk ratings, utilization, FICO, LTV, and delinquency also drive ALLL changes. Our ALLL models were designed to capture the correlation between economic and portfolio changes. As such, evaluating shifts in individual portfolio attributes and macroeconomic variables in isolation may not be indicative of past or future performance.

Economic Outlook

As of June 30, 2025, there is continued economic resiliency, but also elevated uncertainty as a result of the recent changes to trade and other policies, which add stress to the existing economic pressures.

We utilized the Moody’s May 2025 Consensus forecast as the baseline forecast to estimate our expected credit losses as of June 30, 2025. This baseline scenario reflects slowing growth over the next two years. U.S. GDP is expected to grow at an annual rate of 1.2% for 2025 and 1.5% for 2026. The expected National Unemployment Rate is forecasted to peak at 4.6% in mid-2026. The U.S. Consumer Price Index is forecasted at 3.2% for 2025.

The geopolitical environment remains both uncertain and complex. The U.S. administration’s policy changes pose potential downside-risks to the economic outlook over the next two years, although to what extent remains highly uncertain. These economic considerations continue to be addressed through a qualitative reserve adjustment, which leverages downside economic assumptions.

As a result of the current economic uncertainty, our future loss estimates may vary considerably from our June 30, 2025 assumptions.

Commercial Loan Portfolio

The ALLL from continuing operations for the commercial segment increased by $29 million, or 2.7%, from March 31, 2025. The change in the reserve levels is reflective of a reserve build due to the worsening economic outlook, paired with loan growth and changes in the portfolio mix.

Consumer Loan Portfolio

The ALLL from continuing operations for the consumer segment decreased by $12 million, or 3.2%,from March 31, 2025. The overall decrease in the consumer allowance was driven by the impact of loan runoff across all portfolio segments, which was partly offset by reserve increases due to the worsening economic outlook.

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Credit Risk Profile

The prevalent risk characteristic for both commercial and consumer loans is the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Evaluation of this risk is stratified and monitored by the loan risk rating grades assigned for the commercial loan portfolios and the refreshed FICO score assigned for the consumer loan portfolios. The internal risk grades assigned to loans follow our definitions of Pass and Criticized, which are consistent with published definitions of regulatory risk classifications. Loans with a pass rating represent those loans not classified on our rating scale for credits, as minimal credit risk has been identified. Criticized loans are those loans that either have a potential weakness deserving management's close attention or have a well-defined weakness that may put full collection of contractual cash flows at risk. Borrower FICO scores provide information about the credit quality of our consumer loan portfolio as they provide an indication as to the likelihood that a debtor will repay its debts. The scores are obtained from a nationally recognized consumer rating agency and are presented in the tables below at the dates indicated.

Most extensions of credit are subject to loan grading or scoring. Loan grades are assigned at the time of origination, verified by credit risk management, and periodically re-evaluated thereafter. This risk rating methodology blends our judgment with quantitative modeling. Commercial loans generally are assigned two internal risk ratings. The first rating reflects the probability that the borrower will default on an obligation; the second rating reflects expected recovery rates on the credit facility. Default probability is determined based on, among other factors, the financial strength of the borrower, an assessment of the borrower’s management, the borrower’s competitive position within its industry sector, and our view of industry risk in the context of the general economic outlook. Types of exposure, transaction structure, and collateral, including credit risk mitigants, affect the expected recovery assessment.

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Commercial Credit Exposure

Credit Risk Profile by Creditworthiness Category and Vintage (a)(b)


As of June 30, 2025	Term Loans												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
	Amortized Cost Basis by Origination Year and Internal Risk Rating
Dollars in millions	2025		2024		2023		2022		2021		Prior						Total
Commercial and Industrial
Risk Rating:
Pass	$	4,402	$	6,236	$	2,660	$	6,040	$	3,321	$	4,645	$	24,596	$	197	$	52,097
Criticized (Accruing)	23		176		225		707		321		608		1,615		6		3,681
Criticized (Nonaccruing)	5		24		27		28		25		9		160		2		280
Total commercial and industrial	4,430		6,436		2,912		6,775		3,667		5,262		26,371		205		56,058
Current year gross write-offs	7		3		8		14		8		16		100		—		156
Real estate — commercial mortgage
Risk Rating:
Pass	1,563		1,028		628		2,522		1,837		3,539		1,285		37		12,439
Criticized (Accruing)	15		4		127		475		229		320		16		11		1,197
Criticized (Nonaccruing)	—		—		—		133		50		39		4		—		226
Total real estate — commercial mortgage	1,578		1,032		755		3,130		2,116		3,898		1,305		48		13,862
Current year gross write-offs	—		1		—		6		26		9		—		—		42
Real estate — construction
Risk Rating:
Pass	101		339		883		618		313		102		114		2		2,472
Criticized (Accruing)	—		—		12		153		57		136		—		—		358
Criticized (Nonaccruing)	—		—		—		—		—		—		—		—		—
Total real estate — construction	101		339		895		771		370		238		114		2		2,830
Current year gross write-offs	—		—		—		—		—		—		—		—		—
Commercial lease financing
Risk Rating:
Pass	100		271		379		551		319		747		—		—		2,367
Criticized (Accruing)	—		3		38		26		1		37		—		—		105
Criticized (Nonaccruing)	—		—		—		—		—		—		—		—		—
Total commercial lease financing	100		274		417		577		320		784				—		2,472
Current year gross write-offs	—		—		—		—		—		2		—		—		2
Total commercial loans	$	6,209	$	8,081	$	4,979	$	11,253	$	6,473	$	10,182	$	27,790	$	255	$	75,222
Total commercial loan current year gross write-offs	$	7	$	4	$	8	$	20	$	34	$	27	$	100	$	—	$	200


As of December 31, 2024	Term Loans												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
	Amortized Cost Basis by Origination Year and Internal Risk Rating
Dollars in millions	2024		2023		2022		2021		2020		Prior						Total
Commercial and Industrial
Risk Rating:
Pass	$	6,345	$	3,097	$	7,119	$	3,934	$	1,617	$	3,969	$	22,709	$	115	$	48,905
Criticized (Accruing)	172		219		597		419		208		476		1,550		41		3,682
Criticized (Nonaccruing)	23		13		68		30		2		31		153		2		322
Total commercial and industrial	6,540		3,329		7,784		4,383		1,827		4,476		24,412		158		52,909
Current year gross write-offs	1		12		65		106		4		31		144		—		363
Real estate — commercial mortgage
Risk Rating:
Pass	1,052		748		2,818		2,202		594		3,194		1,001		41		11,650
Criticized (Accruing)	31		85		571		281		93		316		30		9		1,416
Criticized (Nonaccruing)	—		—		123		52		3		66		—		—		244
Total real estate — commercial mortgage	1,083		833		3,512		2,535		690		3,576		1,031		50		13,310
Current year gross write-offs	—		—		1		6		—		32		1		—		40
Real estate — construction
Risk Rating:
Pass	199		846		1,021		340		87		67		42		2		2,604
Criticized (Accruing)	—		17		112		58		68		77		—		—		332
Criticized (Nonaccruing)	—		—		—		—		—		—		—		—		—
Total real estate — construction	199		863		1,133		398		155		144		42		2		2,936
Current year gross write-offs	—		—		—		—		—		—		—		—		—
Commercial lease financing
Risk Rating:
Pass	301		430		626		368		217		679		—		—		2,621
Criticized (Accruing)	2		34		33		9		16		21		—		—		115
Criticized (Nonaccruing)	—		—		—		—		—		—		—		—		—
Total commercial lease financing	303		464		659		377		233		700		—		—		2,736
Current year gross write-offs	—		—		—		—		—		7		—		—		7
Total commercial loans	$	8,125	$	5,489	$	13,088	$	7,693	$	2,905	$	8,896	$	25,485	$	210	$	71,891
Total commercial loan current year gross write-offs	$	1	$	12	$	66	$	112	$	4	$	70	$	145	$	—	$	410

(a)Accrued interest of $335 million and $322 million as of June 30, 2025, and December 31, 2024, respectively, presented in “Accrued income and other assets” on the Consolidated Balance Sheets, was excluded from the amortized cost basis disclosed in these tables.

(b)Gross write-off information is presented on a year-to-date basis for the six months ended June 30, 2025 and the twelve months ended December 31, 2024.

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Consumer Credit Exposure

Credit Risk Profile by FICO Score and Vintage (a)(b)


As of June 30, 2025	Term Loans												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
	Amortized Cost Basis by Origination Year and FICO Score
Dollars in millions	2025		2024		2023		2022		2021		Prior						Total
Real estate — residential mortgage
FICO Score:
750 and above	$	144	$	277	$	643	$	5,527	$	6,951	$	3,600	$	—	$	—	$	17,142
660 to 749	39		43		97		564		640		454		—		—		1,837
Less than 660	—		9		17		81		66		156		—		—		329
No Score	2		3		2		1		—		12		2		—		22
Total real estate — residential mortgage	185		332		759		6,173		7,657		4,222		2		—		19,330
Current period gross write-offs	—		—		—		—		—		1		—		—		1
Home equity loans
FICO Score:
750 and above	21		29		26		126		726		1,261		1,808		212		4,209
660 to 749	7		16		16		47		164		283		743		66		1,342
Less than 660	1		3		5		16		45		111		260		25		466
No Score	—		—		—		—		—		1		5		—		6
Total home equity loans	29		48		47		189		935		1,656		2,816		303		6,023
Current period gross write-offs	—		—		—		—		—		—		1		—		1
Other consumer loans
FICO Score:
750 and above	89		91		123		1,069		1,121		674		82		—		3,249
660 to 749	55		58		88		240		243		204		177		—		1,065
Less than 660	5		12		24		59		54		51		54		—		259
No Score	9		20		9		13		14		14		229		—		308
Total consumer direct loans	158		181		244		1,381		1,432		943		542		—		4,881
Current period gross write-offs	—		1		4		5		6		4		7		—		27
Credit cards
FICO Score:
750 and above	—		—		—		—		—		—		461		—		461
660 to 749	—		—		—		—		—		—		362		—		362
Less than 660	—		—		—		—		—		—		109		—		109
No Score	—		—		—		—		—		—		1		—		1
Total credit cards	—		—		—		—		—		—		933		—		933
Current period gross write-offs	—		—		—		—		—		—		24		—		24








Total consumer loans	$	372	$	561	$	1,050	$	7,743	$	10,024	$	6,821	$	4,293	$	303	$	31,167
Total consumer loan current period gross write-offs	$	—	$	1	$	4	$	5	$	6	$	5	$	32	$	—	$	53

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As of December 31, 2024	Term Loans												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
	Amortized Cost Basis by Origination Year and FICO Score
Dollars in millions	2024		2023		2022		2021		2020		Prior						Total
Real estate — residential mortgage
FICO Score:
750 and above	$	281	$	669	$	5,720	$	7,203	$	2,247	$	1,510	$	—	$	—	$	17,630
660 to 749	67		116		597		655		199		280		—		—		1,914
Less than 660	4		13		81		63		24		134		—		—		319
No Score	3		2		1		—		1		15		1		—		23
Total real estate — residential mortgage	355		800		6,399		7,921		2,471		1,939		1		—		19,886
Current period gross write-offs	1		—		1		—		—		1		—		—		3
Home equity loans
FICO Score:
750 and above	33		31		139		775		612		731		1,886		251		4,458
660 to 749	17		17		50		181		129		186		772		80		1,432
Less than 660	2		5		15		40		31		82		263		25		463
No Score	—		—		—		—		—		1		4		—		5
Total home equity loans	52		53		204		996		772		1,000		2,925		356		6,358
Current period gross write-offs	—		—		—		—		—		1		1		—		2
Other consumer loans
FICO Score:
750 and above	107		143		1,149		1,210		527		245		88		—		3,469
660 to 749	70		109		275		268		128		108		184		—		1,142
Less than 660	9		23		59		59		29		24		56		—		259
No Score	35		12		18		17		7		12		196		—		297
Total consumer direct loans	221		287		1,501		1,554		691		389		524		—		5,167
Current period gross write-offs	—		7		17		12		7		6		15		—		64
Credit cards
FICO Score:
750 and above	—		—		—		—		—		—		476		—		476
660 to 749	—		—		—		—		—		—		372		—		372
Less than 660	—		—		—		—		—		—		109		—		109
No Score	—		—		—		—		—		—		1		—		1
Total credit cards	—		—		—		—		—		—		958		—		958
Current period gross write-offs	—		—		—		—		—		—		47		—		47








Total consumer loans	$	628	$	1,140	$	8,104	$	10,471	$	3,934	$	3,328	$	4,408	$	356	$	32,369
Total consumer current period gross write-offs	$	1	$	7	$	18	$	12	$	7	$	8	$	63	$	—	$	116

(a)Accrued interest of $130 million and $134 million as of June 30, 2025, and December 31, 2024, respectively, presented in “Accrued income and other assets” on the Consolidated Balance Sheets, was excluded from the amortized cost basis disclosed in this table.

(b)Gross write-off information is presented on a year-to-date basis for the six months ended June 30, 2025 and the twelve months ended December 31, 2024.

Nonperforming and Past Due Loans

Our policies for determining past due loans, placing loans on nonaccrual, applying payments on nonaccrual loans, and resuming accrual of interest for our commercial and consumer loan portfolios are disclosed in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Nonperforming Loans” beginning on page 111 of our 2024 Form 10-K.

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The following aging analysis of past due and current loans as of June 30, 2025, and December 31, 2024, provides further information regarding Key’s credit exposure.

Aging Analysis of Loan Portfolio(a)


As of June 30, 2025	Current (b)(c)		30-59 Days Past Due (b)		60-89 Days Past Due (b)		90 and Greater Days Past Due (b)		Non-performing Loans		Total Past Due and Non-performing Loans (b)		Total Loans (d)
Dollars in millions
LOAN TYPE
Commercial and industrial	$	55,630	$	89	$	16	$	43	$	280	$	428	$	56,058
Commercial real estate:
Commercial mortgage	13,566		61		2		7		226		296		13,862
Construction	2,828		2		—		—		—		2		2,830
Total commercial real estate loans	16,394		63		2		7		226		298		16,692
Commercial lease financing	2,463		7		—		2		—		9		2,472
Total commercial loans	$	74,487	$	159	$	18	$	52	$	506	$	735	$	75,222
Real estate — residential mortgage	$	19,209	$	13	$	13	$	—	$	95	$	121	$	19,330
Home equity loans	5,908		21		6		4		84		115		6,023
Other consumer loans	4,843		18		9		7		4		38		4,881
Credit cards	906		5		4		11		7		27		933

Total consumer loans	$	30,866	$	57	$	32	$	22	$	190	$	301	$	31,167
Total loans	$	105,353	$	216	$	50	$	74	$	696	$	1,036	$	106,389

(a)Amounts in table represent amortized cost and exclude loans held for sale.

(b)Accrued interest of $465 million presented in “Accrued income and other assets” on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

(c)Includes balances of $73 million in Commercial mortgage and $4 million in Real estate - residential mortgage associated with loans sold to GNMA that are 90 days or more past due where Key has the right but not the obligation to repurchase and whose payments are insured by the Federal Housing Administration or guaranteed by the United States Department of Veteran Affairs.

(d)Net of unearned income, net of deferred fees and costs, and unamortized discounts and premiums.


As of December 31, 2024	Current (b)(c)		30-59 Days Past Due (b)		60-89 Days Past Due (b)		90 and Greater Days Past Due (b)		Non-performing Loans		Total Past Due and Non-performing Loans (b)		Total Loans (d)
Dollars in millions
LOAN TYPE
Commercial and industrial	$	52,473	$	48	$	21	$	45	$	322	$	436	$	52,909
Commercial real estate:
Commercial mortgage	13,018		4		29		16		243		292		13,310
Construction	2,932		—		—		4		—		4		2,936
Total commercial real estate loans	15,950		4		29		20		243		296		16,246
Commercial lease financing	2,728		1		6		1		—		8		2,736
Total commercial loans	$	71,151	$	53	$	56	$	66	$	565	$	740	$	71,891
Real estate — residential mortgage	$	19,766	$	20	$	8	$	—	$	92	$	120	$	19,886
Home equity loans	6,232		26		8		3		89		126		6,358
Other consumer loans	5,129		15		9		9		5		38		5,167
Credit cards	928		6		5		12		7		30		958

Total consumer loans	$	32,055	$	67	$	30	$	24	$	193	$	314	$	32,369
Total loans	$	103,206	$	120	$	86	$	90	$	758	$	1,054	$	104,260

(a)Amounts in table represent amortized cost and exclude loans held for sale.

(b)Accrued interest of $456 million presented in “Accrued income and other assets” on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

(c)Includes balances of $75 million in Commercial mortgage and $7 million in Real estate - residential mortgage associated with loans sold to GNMA that are 90 days or more past due where Key has the right but not the obligation to repurchase and whose payments are insured by the Federal Housing Administration or guaranteed by the United States Department of Veteran Affairs.

(d)Net of unearned income, net of deferred fees and costs, and unamortized discounts and premiums.

At June 30, 2025, the carrying amount of our commercial nonperforming loans outstanding represented 71% of their original contractual amount owed, total nonperforming loans outstanding represented 76% of their original contractual amount owed, and nonperforming assets in total were carried at 79% of their original contractual amount owed.

Nonperforming loans reduced expected interest income by $13 million and $27 million for the three and six months ended June 30, 2025, respectively, and $13 million and $27 million for the three and six months ended June 30, 2024, respectively.

The amortized cost basis of nonperforming loans on nonaccrual status for which there is no related allowance for credit losses was $348 million at June 30, 2025 and $381 million at December 31, 2024.

As of June 30, 2025, 45% of our nonperforming loans were contractually current versus 43% as of December 31, 2024.

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Collateral-dependent Financial Assets

We classify financial assets as collateral-dependent when our borrower is experiencing financial difficulty, and we expect repayment to be provided substantially through the operation or sale of the collateral. Our commercial loans have collateral that includes cash, accounts receivable, inventory, commercial machinery, commercial properties, commercial real estate construction projects, enterprise value, and stock or ownership interests in the borrowing entity. When appropriate we also consider the enterprise value of the borrower as a repayment source for collateral-dependent loans. Our consumer loans have collateral that includes residential real estate, automobiles, boats, and RVs.

At June 30, 2025 and June 30, 2024, the recorded investment of consumer residential mortgage and home equity loans in the process of foreclosure was $65 million and $76 million, respectively.

There were no significant changes in the extent to which collateral secures our collateral-dependent financial assets during the three and six months ended June 30, 2025.

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

The ALLL for loans modified for borrowers experiencing financial difficulty is determined based on Key’s ALLL policy as described within Note 1 (“Summary of Significant Accounting Policies”) of our 2024 Form 10-K.

Modifications for Borrowers Experiencing Financial Difficulty

Our strategy in working with commercial borrowers is to allow them time to improve their financial position through loan modification. Commercial borrowers that are rated substandard or worse in accordance with the regulatory definition, or that cannot otherwise restructure at market terms and conditions, are considered to be experiencing financial difficulty. A modification of a loan is subject to the normal underwriting standards and processes for other similar credit extensions, both new and existing. The modified loan is evaluated to determine if it is a new loan or a continuation of the prior loan.

Consumer loans in which a borrower requires a modification as a result of negative changes to their financial condition or to avoid default, generally indicate the borrower is experiencing financial difficulty. The primary modifications made to consumer loans are amortization, maturity date and interest rate changes. Consumer borrowers identified as experiencing financial difficulty are generally unable to refinance their loans through our normal origination channel or through other independent sources.

The following tables show the amortized cost basis at the end of the noted reporting periods of the loans modified to borrowers experiencing financial difficulty within the past 12 months of the noted periods. The tables do not include those modifications that only resulted in an insignificant payment delay. The tables do not include consumer loans that are still within a trial modification period. Trial modifications may be done for consumer borrowers where a trial payment plan period is offered in advance of a permanent loan modification. As of June 30, 2025, there were 91 loans totaling $12 million in a trial modification period. As of June 30, 2024, there were 117 loans totaling $19 million in a trial modification period.

Commitments outstanding to lend additional funds to borrowers experiencing financial difficulty whose loans were modified were $98 million and $36 million at June 30, 2025 and June 30, 2024, respectively.

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As of June 30, 2025	Interest Rate Reduction		Term Extension	Other		Combination (a)	Total
Dollars in millions	Amortized Cost Basis			Amortized Cost Basis			Amortized Cost Basis		Amortized Cost Basis		Amortized Cost Basis		% of Total Loan Type
LOAN TYPE
Commercial and Industrial	$	—		$	109		$	37	$	19	$	165	0.29	%
Commercial real estate:
Commercial mortgage	—			212			17		52		281		2.03
Construction	—			34			—		—		34		1.20
Total commercial real estate loans	—			246			17		52		315		1.89

Total commercial loans	$	—		$	355		$	54	$	71	$	480	0.64	%

Real estate — residential mortgage	2			—			—		13		15		0.08
Home equity loans	4			1			2		5		12		0.18
Other consumer loans	—			3			—		2		5		0.10
Credit cards	—			—			—		4		4		0.43

Total consumer loans	6			4			2		24		36		0.12
Total loans	$	6		$	359		$	56	$	95	$	516	0.49	%


As of June 30, 2024	Interest Rate Reduction		Term Extension	Other		Combination (a)	Total
Dollars in millions	Amortized Cost Basis			Amortized Cost Basis			Amortized Cost Basis		Amortized Cost Basis		Amortized Cost Basis		% of Total Loan Type
LOAN TYPE
Commercial and Industrial	$	—		$	73		$	40	$	33	$	146	0.27	%
Commercial real estate:
Commercial mortgage	28			10			4		—		42		0.30
Construction	—			30			—		—		30		0.97
Total commercial real estate loans	28			40			4		—		72		0.42

Total commercial loans	$	28		$	113		$	44	$	33	$	218	0.30	%

Real estate — residential mortgage	1			—			—		9		10		0.05
Home equity loans	3			1			1		6		11		0.16
Other consumer loans	—			1			—		3		4		0.07
Credit cards	—			—			—		4		4		0.43

Total consumer loans	4			2			1		22		29		0.09
Total loans	$	32		$	115		$	45	$	55	$	247	0.23	%

(a)Combination modifications consist primarily of loans modified with both an interest rate reduction and a term extension.

Financial Effects of Modifications to Borrowers Experiencing Financial Difficulty

The following table summarizes the financial impacts of loan modifications made to specific loans for the noted periods. For the three and six months ended June 30, 2025, the weighted-average interest rate change for commercial and industrial loans was comprised solely of modifications of commercial credit card balances.


Three months ended June 30, 2025	Weighted-average Interest Rate Change		Weighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial	(30.00)	%	0.65
Commercial mortgage	—	%	1.74


Real estate — residential mortgage	(2.06)	%	6.10
Home equity loans	(2.06)	%	5.96
Other consumer loans	(3.25)	%	0.80
Credit cards	(2.08)	%	0.25


Six months ended June 30, 2025	Weighted-average Interest Rate Change		Weighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial	(20.24)	%	0.64
Commercial mortgage	—	%	1.44
Construction	—	%	0.50

Real estate — residential mortgage	(1.69)	%	5.59
Home equity loans	(2.57)	%	6.38
Other consumer loans	(3.38)	%	0.73
Credit cards	(5.24)	%	0.50

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Three months ended June 30, 2024	Weighted-average Interest Rate Change		Weighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial	(10.83)	%	4.16
Commercial mortgage	—	%	0.04
Construction	—	%	0.29

Real estate — residential mortgage	(1.26)	%	4.49
Home equity loans	(3.22)	%	4.36
Other consumer loans	(5.01)	%	0.54
Credit cards	(11.96)	%	0.25


Six months ended June 30, 2024	Weighted-average Interest Rate Change		Weighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial	(11.75)	%	2.96
Commercial mortgage	(1.91)	%	0.37
Construction	—	%	2.88

Real estate — residential mortgage	(1.65)	%	7.63
Home equity loans	(3.56)	%	5.36
Other consumer loans	(3.29)	%	0.66
Credit cards	(14.38)	%	0.50

Amortized Cost Basis of Modified Loans That Subsequently Defaulted

Key considers modifications to borrowers experiencing financial difficulty that subsequently become 90 days or more past due under modified terms as subsequently defaulted. The following table presents the amortized cost of modified loans to borrowers experiencing financial difficulty that were within 12 months of their modification and subsequently defaulted within the noted periods.


Three months ended June 30, 2025
Dollars in millions	Interest Rate Reduction		Term Extension		Other		Combination		Total
LOAN TYPE
Commercial and Industrial	$	—	$	1	$	2	$	—	$	3





Total commercial loans	—		1		2		—		3



Credit cards	—		—		—		1		1

Total consumer loans	$	—	$	—	$	—	$	1	$	1
Total loans	$	—	$	1	$	2	$	1	$	4


Six months ended June 30, 2025
Dollars in millions	Interest Rate Reduction		Term Extension		Other		Combination		Total
LOAN TYPE
Commercial and Industrial	$	—	$	1	$	2	$	—	$	3
Commercial real estate
Commercial mortgage	—		19		—		—		19

Total commercial real estate loans	—		19		—		—		19

Total commercial loans	$	—	$	20	$	2	$	—	$	22






Total loans	$	—	$	20	$	2	$	—	$	22


Three months ended June 30, 2024
Dollars in millions	Interest Rate Reduction		Term Extension		Other		Combination		Total
LOAN TYPE








Home equity loans	$	—	$	—	$	—	$	1	$	1



Total consumer loans	$	—	$	—	$	—	$	1	$	1
Total loans	$	—	$	—	$	—	$	1	$	1

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Six months ended June 30, 2024
Dollars in millions	Interest Rate Reduction		Term Extension		Other		Combination		Total
LOAN TYPE
Commercial and Industrial	$	—	$	50	$	1	$	—	$	51
Commercial real estate




Total commercial loans	—		50		1		—		51

Home equity loans	—		—		—		1		1



Total consumer loans	$	—	$	—	$	—	$	1	$	1
Total loans	$	—	$	50	$	1	$	1	$	52

Key closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the amortized cost as of June 30, 2025, of loans modified during the 12 months then ended, by aging.


As of June 30, 2025	Current		30-89 Days Past Due		90 and Greater Days Past Due		Total
Dollars in millions
LOAN TYPE
Commercial and Industrial	$	149	$	13	$	3	$	165
Commercial real estate
Commercial mortgage	210		50		21		281
Construction	34		—		—		34
Total commercial real estate loans	244		50		21		315
Commercial lease financing	—		—		—		—
Total commercial loans	393		63		24		480
Real estate — residential mortgage	14		2		—		16
Home equity loans	10		—		1		11
Other consumer loans	5		—		—		5
Credit cards	4		—		—		4

Total consumer loans	$	33	$	2	$	1	$	36
Total loans	$	426	$	65	$	25	$	516

The following table presents the amortized cost as of June 30, 2024, of loans modified during the 12 months then ended, by aging.


As of June 30, 2024	Current		30-89 Days Past Due		90 and Greater Days Past Due		Total
Dollars in millions
LOAN TYPE
Commercial and Industrial	$	134	$	10	$	2	$	146
Commercial real estate
Commercial mortgage	11		28		3		42
Construction	30		—		—		30
Total commercial real estate loans	175		38		5		218
Commercial lease financing	—		—		—		—
Total commercial loans	175		38		5		218
Real estate — residential mortgage	10		—		—		10
Home equity loans	9		1		1		11
Other consumer loans	3		1		—		4
Credit cards	4		—		—		4

Total consumer loans	$	26	$	2	$	1	$	29
Total loans	$	201	$	40	$	6	$	247

Liability for Credit Losses on Lending-related Commitments

The liability for credit losses on lending-related commitments is included in “accrued expense and other liabilities” on the balance sheet. This includes credit risk for recourse associated with loans sold under the Fannie Mae Delegated Underwriting and Servicing program and credit losses inherent in unfunded lending-related commitments, such as letters of credit and unfunded loan commitments, and certain financial guarantees.

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Changes in the liability for credit losses on lending-related commitments are summarized as follows:


	Three months ended June 30,				Six months ended June 30,
Dollars in millions	2025		2024		2025		2024



Balance at beginning of period	$	278	$	281	$	290	$	296
Provision (credit) for losses on lending-related commitments	19		4		7		(10)
Other	—		1		—		—
Balance at end of period	$	297	$	286	$	297	$	286

5. Fair Value Measurements

In accordance with GAAP, Key measures certain assets and liabilities at fair value. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal market of the asset or liability. Additional information regarding our accounting policies for determining fair value is provided in Note 6 (“Fair Value Measurements”) and Note 1 (“Summary of Significant Accounting Policies”) under the heading “Fair Value Measurements” of our 2024 Form 10-K.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

Certain assets and liabilities are measured at fair value on a recurring basis in accordance with GAAP. For more information on the valuation techniques used to measure classes of assets and liabilities reported at fair value on a recurring basis as well as the classification of each in the valuation hierarchy, refer to Note 6 (“Fair Value Measurements”) in our 2024 Form 10-K. The following tables present these assets and liabilities at June 30, 2025, and December 31, 2024.


	June 30, 2025								December 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Dollars in millions
ASSETS MEASURED ON A RECURRING BASIS



Trading account assets:
U.S. Treasury, agencies and corporations	$	—	$	836	$	—	$	836	$	—	$	930	$	—	$	930
States and political subdivisions	—		130		—		130		—		127		—		127

Other mortgage-backed securities	—		377		—		377		—		183		—		183
Other securities	—		22		—		22		—		25		—		25
Total trading account securities	—		1,365		—		1,365		—		1,265		—		1,265
Commercial loans	—		9		—		9		—		18		—		18
Total trading account assets	—		1,374		—		1,374		—		1,283		—		1,283
Securities available for sale:
U.S. Treasury, agencies and corporations	—		8,343		—		8,343		—		8,904		—		8,904

Agency residential collateralized mortgage obligations	—		8,930		—		8,930		—		9,224		—		9,224
Agency residential mortgage-backed securities	—		19,254		—		19,254		—		15,169		—		15,169
Agency commercial mortgage-backed securities	—		4,142		—		4,142		—		4,410		—		4,410
Other securities	—		—		—		—		—		—		—		—
Total securities available for sale	—		40,669		—		40,669		—		37,707		—		37,707
Other investments:
Principal investments:

Indirect (measured at NAV) (a)	—		—		—		13		—		—		—		14
Total principal investments	—		—		—		13		—		—		—		14
Equity investments:
Direct	—		—		3		3		—		—		2		2
Direct (measured at NAV) (a)	—		—		—		63		—		—		—		54
Indirect (measured at NAV) (a)	—		—		—		3		—		—		—		3
Total equity investments	—		—		3		69		—		—		2		59
Total other investments	—		—		3		82		—		—		2		73
Loans, net of unearned income (residential)	—		—		11		11		—		—		10		10
Loans held for sale (residential)	—		82		—		82		—		93		—		93
Derivative assets:
Interest rate	—		134		2		136		—		114		(4)		110
Foreign exchange	76		49		—		125		93		31		—		124
Commodity	—		383		—		383		—		363		—		363
Credit	—		—		—		—		—		—		—		—
Other	—		12		2		14		—		15		—		15
Derivative assets	76		578		4		658		93		523		(4)		612
Netting adjustments (b)	—		—		—		(388)		—		—		—		(363)
Total derivative assets	76		578		4		270		93		523		(4)		249

Total assets on a recurring basis at fair value	$	76	$	42,703	$	18	$	42,488	$	93	$	39,606	$	8	$	39,415
LIABILITIES MEASURED ON A RECURRING BASIS
Bank notes and other short-term borrowings:
Short positions	$	153	$	851	$	—	$	1,004	$	107	$	773	$	—	$	880
Derivative liabilities:
Interest rate	1		626		—		627		—		965		—		965
Foreign exchange	69		49		—		118		85		32		—		117
Commodity	—		367		—		367		—		343		—		343
Credit	—		—		—		—		—		—		—		—
Other	—		25		—		25		—		14		—		14
Derivative liabilities	70		1,067		—		1,137		85		1,354		—		1,439
Netting adjustments (b)	—		—		—		(454)		—		—		—		(411)
Total derivative liabilities	70		1,067		—		683		85		1,354		—		1,028

Total liabilities on a recurring basis at fair value	$	223	$	1,918	$	—	$	1,687	$	192	$	2,127	$	—	$	1,908

(a)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.

(b)Netting adjustments represent the amounts recorded to convert our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The net basis takes into account the impact of bilateral collateral and master netting agreements that allow us to settle all derivative contracts with a single counterparty on a net basis and to offset the net derivative position with the related cash collateral. Total derivative assets and liabilities include these netting adjustments.

The following table presents the fair value of our indirect principal investments and related unfunded commitments at June 30, 2025, as well as financial support provided for the three and six months ended June 30, 2025, and June 30, 2024.

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					Financial support provided
					Three months ended June 30,								Six months ended June 30,
	June 30, 2025				2025				2024				2025				2024
Dollars in millions	Fair Value		Unfunded Commitments		Funded Commitments		Funded Other		Funded Commitments		Funded Other		Funded Commit-ments		Funded Other		Funded Commit-ments		Funded Other
INVESTMENT TYPE

Indirect investments (measured at NAV) (a)	$	13	$	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	13	$	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

(a) Our indirect investments consist of buyout funds, venture capital funds, and fund of funds. These investments are generally not redeemable. Instead, distributions are received through the liquidation of the underlying investments of the fund. An investment in any one of these funds typically can be sold only with the approval of the fund’s general partners. At June 30, 2025, no significant liquidation of the underlying investments has been communicated to Key. The purpose of funding our capital commitments to these investments is to allow the funds to make additional follow-on investments and pay fund expenses until the fund dissolves. We, and all other investors in the fund, are obligated to fund the full amount of our respective capital commitments to the fund based on our and their respective ownership percentages, as noted in the applicable Limited Partnership Agreement.

Changes in Level 3 Fair Value Measurements

The following table shows the components of the change in the fair values of our Level 3 financial instruments measured at fair value on a recurring basis for the three and six months ended June 30, 2025, and June 30, 2024.


Dollars in millions	Beginning of Period Balance		Gains (Losses) Included in Other Comprehensive Income		Gains (Losses) Included in Earnings			Purchases		Sales		Settlements		Transfers Other		Transfers into Level 3			Transfers out of Level 3			End of Period Balance		Unrealized Gains (Losses) Included in Earnings
Six months ended June 30, 2025




Other investments



Equity investments
Direct	$	2	$	—	$	1	(c)	$	—	$	—	$	—	$	—	$	—		$	—		$	3	—

Loans, net of unearned income (residential)	10		—		1			—		—		—		(1)		—			1			11		—
Derivative instruments (a)
Interest rate	(4)		—		8		(d)	7		—		—		—		(5)		(e)	(4)		(e)	2		—

Other (b)	—		—		—			—		—		—		2		—			—			2		—
Three months ended June 30, 2025




Other investments



Equity investments
Direct	$	3	$	—	$	—		$	—	$	—	$	—	$	—	$	—		$	—		$	3	$	—

Loans, net of unearned income (residential)	10		—		1			—		—		—		—		—			—			11		—
Derivative instruments (a)
Interest rate	4		—		1		(d)	2		—		—		—		(1)		(e)	(4)		(e)	2		—

Other (b)	1		—		—			—		—		—		1		—			—			2		—


Dollars in millions	Beginning of Period Balance		Gains (Losses) Included in Other Comprehensive Income		Gains (Losses) Included in Earnings			Purchases		Sales		Settlements		Transfers Other		Transfers into Level 3			Transfers out of Level 3			End of Period Balance		Unrealized Gains (Losses) Included in Earnings
Six months ended June 30, 2024




Other investments


Equity investments
Direct	$	2	$	—	$	—	(c)	$	—	$	—	$	—	$	—	$	—		$	—		$	2	$	—

Loans, net of unearned income (residential)	9		—		—			—		—		—		—		—			2			11		—
Derivative instruments (a)
Interest rate	(2)		—		(6)		(d)	1		—		—		—		1		(e)	4		(e)	(2)		—

Other (b)	2		—		—			—		—		—		(1)		—			—			1		—
Three months ended June 30, 2024




Other investments


Equity investments
Direct	$	2	$	—	$	—	(c)	$	—	$	—	$	—	$	—	$	—		$	—		$	2	$	—

Loans, net of unearned income (residential)	9		—		—			—		—		—		—		—			2			11		—
Derivative instruments (a)
Interest rate	—		—		(2)		(d)	—		—		—		—		(1)		(e)	1		(e)	(2)		—

Other (b)	2		—		—			—		—		—		(1)		—			—			1		—

(a)Amounts represent Level 3 derivative assets less Level 3 derivative liabilities.

(b)Amounts represent Level 3 interest rate lock commitments.

(c)Realized and unrealized gains and losses on principal investments are reported in “other income” on the income statement.

(d)Realized and unrealized gains and losses on derivative instruments are reported in “corporate services income” and “other income” on the income statement.

(e)Certain derivatives previously classified as Level 2 were transferred to Level 3 and vice versa based upon changes in the significance of unobservable inputs.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis in accordance with GAAP. The adjustments to fair value generally result from the application of accounting guidance that requires assets and liabilities to be recorded at the lower of cost or fair value, or assessed for impairment. For more information on the valuation techniques used to measure classes of assets and liabilities measured at fair value on a nonrecurring basis, refer to Note 6 (“Fair Value Measurements”) in our 2024 Form 10-K. There were no liabilities measured at fair value on a nonrecurring basis at June 30, 2025, and December 31, 2024.

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The following table presents our assets measured at fair value on a nonrecurring basis at June 30, 2025, and December 31, 2024:


	June 30, 2025								December 31, 2024
Dollars in millions	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
ASSETS MEASURED ON A NONRECURRING BASIS
Collateral-dependent loans	$	—	$	—	$	129	$	129	$	—	$	—	$	152	$	152
Loans held for sale	—		—		19		19		—		—		—		—

Accrued income and other assets	—		—		11		11		—		—		14		14
Total assets on a nonrecurring basis at fair value	$	—	$	—	$	159	$	159	$	—	$	—	$	166	$	166

We have other investments in equity securities that do not have readily determinable fair values and do not qualify for the practical expedient to measure the investment using a net asset value per share. We have elected to measure these securities at cost less impairment plus or minus adjustments due to observable orderly transactions. Impairment is recorded when there is evidence that the expected fair value of the investment has declined to below the recorded cost. At each reporting period, we assess if these investments continue to qualify for this measurement alternative. At June 30, 2025, and December 31, 2024, the carrying amount of equity investments under this method was $423 million and $394 million, respectively. We had no adjustments or impairments for the three months ended June 30, 2025 and less than $1 million of impairment for the six months ended June 30, 2025.

Quantitative Information about Level 3 Fair Value Measurements

The range and weighted-average of the significant unobservable inputs used to measure the fair value of our material Level 3 recurring and nonrecurring assets at June 30, 2025, and December 31, 2024, along with the valuation techniques used, are shown in the following table:

Level 3 Asset (Liability)

Valuation

Technique

Significant

Unobservable Input

Range (Weighted-Average) (a), (b)

Dollars in millions

June 30, 2025

December 31, 2024

June 30, 2025

December 31, 2024

Recurring

Loans, net of unearned income (residential)

Market comparable pricing

Comparability factor

76.61 - 99.00% (84.65%)

68.00-95.00% (77.48%)

Derivative instruments:

Interest rate

(4)

Discounted cash flows

Probability of default

.02 - 100% (4.70%)

.02 - 100% (5.00%)

Loss given default

0 - 1 (.484)

0 - 1 (.500)

Insignificant level 3 assets, net of liabilities(c)

Nonrecurring

Collateral-dependent loans

129

152

Fair value of collateral

Credit and liquidity discount

0 - 100.00% (49.00%)

0 - 100.00% (33.00%)

Loans held for sale

—

Market comparable pricing

Comparability factor

N/M

N/A

Accrued income and other assets: (d)

OREO and other Level 3 assets

Appraised value

N/M

(a)The weighted average of significant unobservable inputs is calculated using a weighting relative to fair value.

(b)For significant unobservable inputs with no range, a single figure is reported to denote the single quantitative factor used.

(c)Represents the aggregate amount of Level 3 assets and liabilities measured at fair value on a recurring basis that are individually and in the aggregate insignificant. The amount includes certain equity investments and certain financial derivative assets and liabilities.

(d)Excludes $2 million pertaining to mortgage servicing assets measured on a nonrecurring basis as of June 30, 2025. Refer to Note 8 (“Mortgage Servicing Assets”) for significant unobservable inputs pertaining to these assets.

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Fair Value Disclosures of Financial Instruments

The levels in the fair value hierarchy ascribed to our financial instruments and the related carrying amounts at June 30, 2025, and December 31, 2024, are shown in the following tables. Assets and liabilities are further arranged by measurement category.


	June 30, 2025
			Fair Value
Dollars in millions	Carrying Amount		Level 1		Level 2		Level 3		Measured at NAV		Netting Adjustment			Total
ASSETS (by measurement category)
Fair value - net income
Trading account assets (b)	$	1,374	$	—	$	1,374	$	—	$	—	$	—		$	1,374
Other investments (b) (h)	1,058		—		—		978		80		—			1,058
Loans, net of unearned income (residential) (d)	11		—		—		11		—		—			11
Loans held for sale (residential) (b)	82		—		82		—		—		—			82
Derivative assets - trading (b)	263		76		571		4		—		(388)		(f)	263
Fair value - OCI
Securities available for sale (b)	40,669		—		40,669		—		—		—			40,669
Derivative assets - hedging (b)(g)	7		—		7		—		—		—		(f)	7
Amortized cost
Held-to-maturity securities (c)	6,914		—		6,519		—		—		—			6,519
Loans, net of unearned income (d)	104,932		—		—		100,909		—		—			100,909
Loans held for sale (b)	448		—		—		448		—		—			448
Other

Cash and other short-term investments (a)	13,330		13,330		—		—		—		—			13,330
LIABILITIES (by measurement category)
Fair value - net income
Derivative liabilities - trading (b)	$	700	$	70	$	1,084	$	—	$	—	$	(454)	(f)	$	700
Fair value - OCI
Derivative liabilities - hedging (b)(g)	(17)		—		(17)		—		—		—		(f)	(17)
Amortized cost
Time deposits (e)	15,275		—		15,364		—		—		—			15,364
Short-term borrowings (a)	2,774		153		2,621		—		—		—			2,774
Long-term debt (e)	12,063		11,297		760		—		—		—			12,057
Other
Deposits with no stated maturity (a)	131,630		—		131,630		—		—		—			131,630


	December 31, 2024
			Fair Value
Dollars in millions	Carrying Amount		Level 1		Level 2		Level 3		Measured at NAV		Netting Adjustment			Total
ASSETS (by measurement category)
Fair value - net income
Trading account assets (b)	$	1,283	$	—	$	1,283	$	—	$	—	$	—		$	1,283
Other investments (b) (h)	1,041		—		—		969		72		—			1,041
Loans, net of unearned income (residential) (d)	10		—		—		10		—		—			10
Loans held for sale (residential) (b)	93		—		93		—		—		—			93
Derivative assets - trading (b)	255		$	93	527		(4)		—		(361)		(f)	255
Fair value - OCI
Securities available for sale (b)	37,707		—		37,707		—		—		—			37,707
Derivative assets - hedging (b)(g)	(6)		—		(4)		—		—		(2)		(f)	(6)
Amortized cost
Held-to-maturity securities (c)	7,395		—		6,837		—		—		—			6,837
Loans, net of unearned income (d)	102,841		—		—		99,105		—		—			99,105
Loans held for sale (b)	704		—		—		704		—		—			704
Other

Cash and other short-term investments (a)	19,247		19,247		—		—		—		—			19,247
LIABILITIES (by measurement category)
Fair value - net income
Derivative liabilities - trading (b)	$	1,028	$	85	$	1,351	$	—	$	—	$	(408)	(f)	$	1,028
Fair value - OCI
Derivative liabilities - hedging (b)(g)	—		—		3		—		—		(3)		(f)	—
Amortized cost
Time deposits (e)	16,952		—		17,068		—		—		—			17,068
Short-term borrowings (a)	2,144		107		2,037		—		—		—			2,144
Long-term debt (e)	12,105		11,430		477		—		—		—			11,907
Other
Deposits with no stated maturity (a)	132,808		—		132,808		—		—		—			132,808

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Valuation Methods and Assumptions

(a)Fair value equals or approximates carrying amount. The fair value of deposits with no stated maturity does not take into consideration the value ascribed to core deposit intangibles.

(b)Information pertaining to our methodology for measuring the fair values of these assets and liabilities is included in the sections entitled “Qualitative Disclosures of Valuation Techniques” and “Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis” within our 2024 Form 10-K Note 6 (“Fair Value Measurements”).

(c)Fair values of held-to-maturity securities are determined by using models that are based on security-specific details, as well as relevant industry and economic factors. The most significant of these inputs are quoted market prices, interest rate spreads on relevant benchmark securities, and certain prepayment assumptions. We review the valuations derived from the models to ensure that they are reasonable and consistent with the values placed on similar securities traded in the secondary markets.

(d)The fair value of loans is based on the present value of the expected cash flows. The projected cash flows are based on the contractual terms of the loans, adjusted for prepayments and use of a discount rate based on the relative risk of the cash flows, taking into account the loan type, maturity of the loan, liquidity risk, servicing costs, and a required return on debt and capital. In addition, an incremental liquidity discount is applied to certain loans, using historical sales of loans during periods of similar economic conditions as a benchmark. The fair value of loans includes lease financing receivables at their aggregate carrying amount, which is equivalent to their fair value.

(e)Fair values of time deposits and long-term debt are based on discounted cash flows utilizing relevant market inputs.

(f)Netting adjustments represent the amounts recorded to convert our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The net basis takes into account the impact of bilateral collateral and master netting agreements that allow us to settle all derivative contracts with a single counterparty on a net basis and to offset the net derivative position with the related cash collateral. Total derivative assets and liabilities include these netting adjustments.

(g)Derivative assets-hedging and derivative liabilities-hedging includes both cash flow and fair value hedges. Additional information regarding our accounting policies for cash flow and fair value hedges is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Derivatives and Hedging” beginning on page 115 of our 2024 Form 10-K.

(h)Investments accounted for under the cost method (or cost less impairment adjusted for observable price changes for certain equity investments) are classified as Level 3 assets. These investments are not actively traded in an open market as sales for these types of investments are rare. The carrying amount of the investments carried at cost are adjusted for declines in value if they are considered to be other-than-temporary (or due to observable orderly transactions of the same issuer for equity investments eligible for the cost less impairment measurement alternative). These adjustments are included in “other income” on the income statement.

Discontinued assets — education lending business. Our discontinued assets include government-guaranteed and private education loans originated through our education lending business that was discontinued in September 2009. This portfolio consists of loans recorded at carrying value with appropriate valuation reserves. All of these loans were excluded from the table above as follows:

•Loans at carrying value, net of allowance, of $230 million ($173 million at fair value) at June 30, 2025, and $257 million ($192 million at fair value) at December 31, 2024.

These loans and securities are classified as Level 3 because we rely on unobservable inputs when determining fair value since observable market data is not available.

6. Securities

The amortized cost, unrealized gains and losses, and approximate fair value of our securities available for sale and held-to-maturity securities are presented in the following tables. Gross unrealized gains and losses represent the difference between the amortized cost and the fair value of securities on the balance sheet as of the dates indicated. Accordingly, the amount of these gains and losses may change in the future as market conditions change.


	June 30, 2025								December 31, 2024
Dollars in millions	Amortized Cost (a)(b)		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost (a)(b)		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
SECURITIES AVAILABLE FOR SALE
U.S. Treasury, agencies, and corporations	$	8,318	$	53	$	28	$	8,343	$	8,928	$	20	$	44	$	8,904

Agency residential collateralized mortgage obligations	10,840		6		1,916		8,930		11,409		8		2,193		9,224
Agency residential mortgage-backed securities	19,812		73		631		19,254		16,038		3		872		15,169
Agency commercial mortgage-backed securities	4,533		—		391		4,142		4,927		—		517		4,410

Total securities available for sale	$	43,503	$	132	$	2,966	$	40,669	$	41,302	$	31	$	3,626	$	37,707

HELD-TO-MATURITY SECURITIES


Agency residential collateralized mortgage obligations	$	4,305	$	11	$	224	$	4,092	$	4,577	$	3	$	332	$	4,248
Agency residential mortgage-backed securities	144		—		15		129		151		—		17		134
Agency commercial mortgage-backed securities	2,268		1		165		2,104		2,333		—		203		2,130
Asset-backed securities (c)	173		—		3		170		308		—		8		300
Other securities	24		—		—		24		26		—		1		25
Total held-to-maturity securities	$	6,914	$	12	407		$	6,519	$	7,395	$	3	$	561	$	6,837

(a)Amortized cost amounts exclude accrued interest receivable which is recorded within “other assets” on the balance sheet. At June 30, 2025, accrued interest receivable on available for sale securities and held-to-maturity securities totaled $129 million and $20 million, respectively. At December 31, 2024, accrued interest receivable on available for sale securities and held-to-maturity securities totaled $109 million and $21 million, respectively.

(c)Amortized cost includes $169 million of securities as of June 30, 2025, and $303 million of securities as of December 31, 2024, related to the purchase of senior notes from a securitization collateralized by sold indirect auto loans.

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The following table summarizes securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of June 30, 2025, and December 31, 2024.


	Duration of Unrealized Loss Position
	Less than 12 Months				12 Months or Longer				Total
Dollars in millions	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
June 30, 2025
Securities available for sale:
U.S Treasury, agencies, and corporations	$	2,607	$	4	$	519	$	24	$	3,126	$	28

Agency residential collateralized mortgage obligations	96		—		8,022		1,916		8,118		1,916
Agency residential mortgage-backed securities	7,772		128		3,055		503		10,827		631
Agency commercial mortgage-backed securities	47		—		4,096		391		4,143		391

Held-to-maturity securities:


Agency residential collateralized mortgage obligations	184		1		3,300		223		3,484		224
Agency residential mortgage-backed securities	—		—		129		15		129		15
Agency commercial mortgage-backed securities	—		—		2,033		165		2,033		165
Asset-backed securities	—		—		170		3		170		3
Other securities	—		—		6		—		6		—
Total securities in an unrealized loss position	$	10,706	$	133	$	21,330	$	3,240	$	32,036	$	3,373
December 31, 2024
Securities available for sale:
U.S. Treasury, agencies, and corporations	$	3,647	$	8	$	508	$	36	$	4,155	$	44

Agency residential collateralized mortgage obligations	91		—		8,108		2,193		8,199		2,193
Agency residential mortgage-backed securities	11,364		254		3,145		618		14,509		872
Agency commercial mortgage-backed securities	50		1		4,360		516		4,410		517

Held-to-maturity securities:


Agency residential collateralized mortgage obligations	569		18		3,387		314		3,956		332
Agency residential mortgage-backed securities	—		—		134		17		134		17
Agency commercial mortgage-backed securities	—		—		2,060		203		2,060		203
Asset-backed securities	—		—		300		8		300		8
Other securities	7		—		8		1		15		1
Total securities in an unrealized loss position	$	15,728	$	281	$	22,010	$	3,906	$	37,738	$	4,187

Based on our evaluation at June 30, 2025, an allowance for credit losses has not been recorded nor have unrealized losses been recognized into income. The issuers of the securities are of high credit quality and have a history of no credit losses, management does not intend to sell, and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely attributed to changes in interest rates and other market conditions. The security issuers continue to make timely principal and interest payments.

For the three months ended June 30, 2025, we had no gross realized gains or losses from the sale of securities available for sale. For the three months ended June 30, 2024, we recognized no gross realized gains and $10 million in gross realized losses from the sale of securities available for sale.

For the six months ended June 30, 2025, we had no gross realized gains or losses from the sale of securities available for sale. For the six months ended June 30, 2024, we recognized no gross realized gains and $13 million in gross realized losses from the sale of securities available for sale.

At June 30, 2025 and December 31, 2024, securities available for sale and held-to-maturity securities totaling $20.0 billion and $19.1 billion, respectively, were pledged to secure securities sold under repurchase agreements, to secure public and trust deposits, to facilitate access to secured funding, and for other purposes required or permitted by law.

The following table shows our securities by remaining maturity at June 30, 2025. CMOs, other mortgage-backed securities, and asset-backed securities in the available for sale portfolio and held-to-maturity portfolio are presented based on their expected average lives. The remaining securities, in both the available-for-sale and held-to-maturity portfolios, are presented based on their remaining contractual maturity. Actual maturities may differ from expected or contractual maturities since borrowers have the right to prepay obligations with or without prepayment penalties.

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June 30, 2025	Securities Available for Sale				Held to Maturity Securities
Dollars in millions	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	3,027	$	3,025	$	538	$	531
Due after one through five years	10,852		10,534		2,291		2,214
Due after five through ten years	22,107		20,181		2,887		2,718
Due after ten years	7,517		6,929		1,198		1,056
Total	$	43,503	$	40,669	$	6,914	$	6,519

7. Derivatives and Hedging Activities

We are a party to various derivative instruments, mainly through our subsidiary, KeyBank. The primary derivatives that we use are interest rate swaps, caps, floors, forwards, and futures; foreign exchange contracts; commodity derivatives; and credit derivatives. Generally, these instruments help us manage exposure to interest rate risk, mitigate the credit risk inherent in our loan portfolio, hedge against changes in foreign currency exchange rates, and facilitate client financing and hedging needs.

Additional information regarding our accounting policies for derivatives is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Derivatives and Hedging” beginning on page 115 of our 2024 Form 10-K. Our derivative strategies and related risk management objectives are described in Note 8 (“Derivatives and Hedging Activities”) beginning on page 144 of our 2024 Form 10-K.

Fair Values, Volume of Activity, and Gain/Loss Information Related to Derivative Instruments

The following table summarizes the fair values of our derivative instruments on a gross and net basis as of June 30, 2025, and December 31, 2024. Total derivative assets and liabilities are adjusted to take into account the impact of legally enforceable master netting agreements that allow us to settle all derivative contracts with a single counterparty on a net basis and to offset the net derivative position with the related cash collateral. Securities collateral related to legally enforceable master netting agreements is not offset on the balance sheet. Our derivative instruments are included in “accrued income and other assets” or “accrued expenses and other liabilities” on the Consolidated Balance Sheets, as follows:


	June 30, 2025						December 31, 2024
			Fair Value(a)						Fair Value(a)
Dollars in millions	Notional Amount		Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities
Derivatives designated as hedging instruments:
Interest rate	$	64,765	$	7	$	(17)	$	64,701	$	(4)	$	3


Derivatives not designated as hedging instruments:
Interest rate	68,569		129		644		72,215		114		962
Foreign exchange	6,284		125		118		6,516		124		117
Commodity	7,756		383		367		8,778		363		343
Credit	64		—		—		60		—		—
Other (b)	3,562		14		25		3,145		15		14
Total derivatives not designated as hedging instruments:	86,235		651		1,154		90,714		616		1,436
Netting adjustments (c)	—		(388)		(454)		—		(363)		(411)
Net derivatives in the balance sheet	151,000		270		683		155,415		249		1,028
Other collateral (d)	—		(6)		(1)		—		—		(1)
Net derivative amounts	$	151,000	$	264	$	682	$	155,415	$	249	$	1,027

(a)We take into account bilateral collateral and master netting agreements that allow us to settle all derivative contracts held with a single counterparty on a net basis, and to offset the net derivative position with the related cash collateral when recognizing derivative assets and liabilities. As a result, we could have derivative contracts with negative fair values included in derivative assets and contracts with positive fair values included in derivative liabilities.

(b)Other derivatives include interest rate lock commitments related to our residential and commercial banking activities, forward sale commitments related to our residential mortgage banking activities, forward purchase and sales contracts consisting of contractual commitments associated with “to be announced” securities and when-issued securities, and other customized derivative contracts.

(c)Netting adjustments represent the amounts recorded to convert our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. As of June 30, 2025, excess collateral that has not been offset against net derivative instrument positions totaled $225 million of cash collateral and $274 million of securities collateral posted as well as $3 million of cash collateral and $36 million of securities collateral held. As of December 31, 2024, excess collateral that has not been offset against net derivative instrument positions totaled $168 million of cash collateral and $215 million of securities collateral posted as well as $13 million of cash collateral and $32 million of securities collateral held.

(d)Other collateral represents the amount that cannot be used to offset our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The other collateral consists of securities and is exchanged under bilateral collateral and master netting agreements that allow us to offset the net derivative position with the related collateral. The application of the other collateral cannot reduce the net derivative position below zero. Therefore, excess other collateral, if any, is not reflected above.

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Fair value hedges. During the six months ended June 30, 2025, we did not exclude any portion of fair value hedging instruments from the assessment of hedge effectiveness.

The following tables summarize the amounts that were recorded on the balance sheet as of June 30, 2025, and December 31, 2024, related to cumulative basis adjustments for fair value hedges.


	June 30, 2025
Dollars in millions	Balance sheet line item in which the hedge item is included	Carrying amount of hedged item (a)		Hedge accounting basis adjustment - active hedges		Hedge accounting basis adjustment - discontinued hedges
Interest rate contracts	Long-term debt	$	10,516	$	(242)	$	(4)
Interest rate contracts	Securities Available for Sale(b)	12,030		(110)		15



	December 31, 2024
	Balance sheet line item in which the hedge item is included	Carrying amount of hedged item (a)		Hedge accounting basis adjustment - active hedges		Hedge accounting basis adjustment - discontinued hedges
Interest rate contracts	Long-term debt	$	10,249	$	(490)	$	(4)
Interest rate contracts	Securities Available for Sale(b)	12,097		5		17

(a)The carrying amount represents the portion of the asset or liability designated as the hedged item.

(b)Certain amounts are designed as fair value hedges under the portfolio layer method. The carrying amount represents the amortized costs basis of the prepayable financial assets used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the relationship. At June 30, 2025, and December 31, 2024, the amortized costs of the closed portfolios in these hedging relationships was $5.6 billion and $5 billion, respectively, of which $4.2 billion was designated in a portfolio layer hedging relationship for both period ends. At June 30, 2025, and December 31, 2024, the cumulative basis adjustments associated with these amounts totaled $38 million and $41 million, respectively, which is comprised of $54 million and $24 million in active hedging relationships and $15 million and $17 million for discontinued hedging relationships.

Cash flow hedges. During the six-month period ended June 30, 2025, we did not exclude any portion of cash flow hedging instruments from the assessment of hedge effectiveness.

Considering the interest rates, yield curves, and notional amounts as of June 30, 2025, we expect to reclassify an estimated $157 million of after-tax net losses on derivative instruments designated as cash flow hedges from AOCI to income during the next 12 months. In addition, we expect to reclassify approximately $3 million of net losses related to terminated cash flow hedges from AOCI to income during the next 12 months. These reclassified amounts could differ from actual amounts recognized due to changes in interest rates, hedge de-designations and the addition of other hedges subsequent to June 30, 2025. As of June 30, 2025, the maximum length of time over which we hedge forecasted transactions is 4.26 years.

The following tables summarize the effect of fair value and cash flow hedge accounting on the income statement for the three- and six-month periods ended June 30, 2025, and June 30, 2024.


	Location and amount of net gains (losses) recognized in income on fair value and cash flow hedging relationships
Dollars in millions	Interest expense – long-term debt		Interest income – loans		Interest Income - securities		Investment banking and debt placement fees
Three months ended June 30, 2025
Total amounts presented in the consolidated statement of income	$	(198)	$	1,443	$	411	$	178

Net gains (losses) on fair value hedging relationships
Interest rate contracts
Recognized on hedged items	$	(99)	$	—	$	37	$	—
Recognized on derivatives designated as hedging instruments	51		—		(31)		—
Net income (expense) recognized on fair value hedges	$	(48)	$	—	$	6	$	—
Net gain (loss) on cash flow hedging relationships
Interest rate contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income	$	(1)	$	(90)	$	—	$	—
Net income (expense) recognized on cash flow hedges	$	(1)	$	(90)	$	—	$	—

Three months ended June 30, 2024
Total amounts presented in the consolidated statement of income	$	(332)	$	1,524	$	259	$	126

Net gains (losses) on fair value hedging relationships
Interest rate contracts
Recognized on hedged items	$	7	$	—	$	(22)	$	—
Recognized on derivatives designated as hedging instruments	(80)		—		56		—
Net income (expense) recognized on fair value hedges	$	(73)	$	—	$	34	$	—
Net gain (loss) on cash flow hedging relationships
Interest rate contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income	$	(1)	$	(199)	$	—	$	—

Net income (expense) recognized on cash flow hedges	$	(1)	$	(199)	$	—	$	—

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	Location and amount of net gains (losses) recognized in income on fair value and cash flow hedging relationships
Dollars in millions	Interest expense – long-term debt		Interest income – loans		Interest Income - Securities		Investment banking and debt placement fees
Six months ended June 30, 2025
Total amounts presented in the consolidated statement of income	$	(391)	$	2,844	$	803	$	353

Net gains (losses) on fair value hedging relationships
Interest rate contracts
Recognized on hedged items	$	(252)	$	—	$	115	$	—
Recognized on derivatives designated as hedging instruments	159		—		(102)		—
Net income (expense) recognized on fair value hedges	$	(93)	$	—	$	13	$	—
Net gain (loss) on cash flow hedging relationships
Interest rate contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income	$	(2)	$	(183)	$	—	$	—
Net income (expense) recognized on cash flow hedges	$	(2)	$	(183)	$	—	$	—

Six months ended June 30, 2024
Total amounts presented in the consolidated statement of income	$	(660)	$	3,062	$	491	$	296

Net gains (losses) on fair value hedging relationships
Interest rate contracts
Recognized on hedged items	$	135	$	—	$	(173)	$	—
Recognized on derivatives designated as hedging instruments	(280)		—		238		—
Net income (expense) recognized on fair value hedges	$	(145)	$	—	$	65	$	—
Net gain (loss) on cash flow hedging relationships
Interest rate contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income	$	(1)	$	(415)	$	—	$	1

Net income (expense) recognized on cash flow hedges	$	(1)	$	(415)	$	—	$	1

The following table summarizes the pre-tax net gains (losses) on our cash flow hedges for the three- and six-month periods ended June 30, 2025, and June 30, 2024, and where they are recorded on the income statement. The table includes net gains (losses) recognized in AOCI during the period and net gains (losses) reclassified from AOCI into income during the current period.


Dollars in millions	Net Gains (Losses) Recognized in OCI		Income Statement Location of Net Gains (Losses) Reclassified From OCI Into Income	Net Gains (Losses) Reclassified From OCI Into Income
Three months ended June 30, 2025
Cash Flow Hedges
Interest rate	$	122	Interest income — Loans	$	(90)
Interest rate	—		Interest expense — Long-term debt	(1)
Interest rate	—		Investment banking and debt placement fees	—


Total	$	122		$	(91)
Three months ended June 30, 2024
Cash Flow Hedges
Interest rate	$	(78)	Interest income — Loans	$	(199)
Interest rate	—		Interest expense — Long-term debt	(1)
Interest rate	—		Investment banking and debt placement fees	—


Total	$	(78)		$	(200)


Dollars in millions	Net Gains (Losses) Recognized in OCI		Income Statement Location of Net Gains (Losses) Reclassified From OCI Into Income	Net Gains (Losses) Reclassified From OCI Into Income(a)
Six months ended June 30, 2025
Cash Flow Hedges
Interest rate	$	363	Interest income — Loans	$	(183)
Interest rate	(1)		Interest expense — Long-term debt	(2)
Interest rate	—		Investment banking and debt placement fees	—


Total	$	362		$	(185)
Six months ended June 30, 2024
Cash Flow Hedges
Interest rate	$	(361)	Interest income — Loans	$	(415)
Interest rate	1		Interest expense — Long-term debt	(1)
Interest rate	1		Investment banking and debt placement fees	1


Total	$	(359)		$	(415)

Nonhedging instruments. The following table summarizes the pre-tax net gains (losses) on our derivatives that are not designated as hedging instruments for the three- and six-month periods ended June 30, 2025, and June 30, 2024, and where they are recorded on the income statement.

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	Three months ended June 30, 2025								Three months ended June 30, 2024
Dollars in millions	Corporate services income		Consumer mortgage income		Other income		Total			Corporate services income		Consumer mortgage income		Other income		Total
NET GAINS (LOSSES)
Interest rate	$	13	$	—	$	—	$	13		$	9	$	—	$	1	$	10
Foreign exchange	15		—		—		15			14		—		—		14
Commodity	2		—		—		2			2		—		—		2
Credit	—		—		(7)		(7)			1		—		(3)		(2)
Other	—		—		(14)		(14)			—		(2)		3		1
Total net gains (losses)	$	30	$	—	$	(21)	$	9		$	26	$	(2)	$	1	$	25


	Six months ended June 30, 2025								Six months ended June 30, 2024
Dollars in millions	Corporate services income		Consumer mortgage income		Other income		Total			Corporate services income		Consumer mortgage income		Other income		Total
NET GAINS (LOSSES)
Interest rate	$	21	$	—	$	6	$	27		$	19	$	—	$	1	$	20
Foreign exchange	27		—		—		27			26		—		—		26
Commodity	4		—		—		4			5		—		—		5
Credit	—		—		(19)		(19)			1		—		(14)		(13)
Other	—		—		(9)		(9)			—		1		6		7
Total net gains (losses)	$	52	$	—	$	(22)	$	30		$	51	$	1	$	(7)	$	45

Counterparty Credit Risk

We hold collateral in the form of cash and highly rated securities issued by the U.S. Treasury, government-sponsored enterprises, or GNMA. Cash collateral of $54 million was netted against derivative assets on the balance sheet at June 30, 2025, compared to $75 million of cash collateral netted against derivative assets at December 31, 2024. The cash collateral netted against derivative liabilities totaled $121 million at June 30, 2025, and $124 million at December 31, 2024. Our means of mitigating and managing exposure to credit risk on derivative contracts is described in Note 8 (“Derivatives and Hedging Activities”) beginning on page 144 of our 2024 Form 10-K under the heading “Counterparty Credit Risk.”

The following table summarizes the fair value of our derivative assets by type at the dates indicated. These assets represent our net exposure to potential loss after taking into account the effects of bilateral collateral and master netting agreements and other means used to mitigate risk.


Dollars in millions	June 30, 2025		December 31, 2024
Interest rate	$	95	$	58
Foreign exchange	66		81
Commodity	149		170
Credit	—		—
Other	14		15
Derivative assets before collateral	324		324
Plus(Less): Related collateral	(54)		(75)
Total derivative assets	$	270	$	249

We enter into derivative transactions with two primary groups: broker-dealers and banks, and clients. Given that these groups have different economic characteristics, we have different methods for managing counterparty credit exposure and credit risk.

We enter into transactions with broker-dealers and banks for various risk management purposes. These types of

transactions are primarily high dollar volume. We enter into bilateral collateral and master netting agreements with

these counterparties. We clear certain types of derivative transactions with these counterparties, whereby central

clearing organizations become the counterparties to our derivative contracts. In addition, we enter into derivative

contracts through swap execution facilities. Swap clearing and swap execution facilities reduce our exposure to

counterparty credit risk. At June 30, 2025, we had gross exposure of $209 million to broker-dealers and banks and a net exposure of $47 million after the application of master netting agreements and cash collateral, where such qualifying agreements exist. We had net exposure of $41 million after considering $6 million of additional collateral held in the form of securities. At December 31, 2024, we had gross exposure of $247 million to broker-dealers and

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banks, a net exposure of $42 million after the application of master netting agreements and cash collateral, where such qualifying agreements exist, and held no additional collateral in the form of securities against this net exposure.

We enter into transactions using master netting agreements with clients to accommodate their business needs. In

most cases, we mitigate our credit exposure by cross-collateralizing these transactions to the underlying loan collateral. For transactions that are not clearable, we mitigate our market risk by buying and selling U.S. Treasuries and SOFR futures or entering into offsetting positions. Due to the cross-collateralization to the underlying loan, we typically do not exchange cash or marketable securities collateral in connection with these transactions. To address the risk of default associated with these contracts, we have established a CVA reserve (included in “accrued income and other assets”). At June 30, 2025, and December 31, 2024, our CVA reserve was $6 million and $4 million, respectively. The CVA is calculated from potential future exposures, expected recovery rates, and market-implied probabilities of default. At June 30, 2025, we had gross exposure of $297 million to client counterparties and other entities that are not broker-dealers or banks for derivatives that have associated master netting agreements. We had net exposure of $223 million on our derivatives with these counterparties after the application of master netting agreements, collateral, and the related reserve. At December 31, 2024, we had gross exposure of $239 million to client counterparties and other entities that are not broker-dealers or banks for derivatives that have associated master netting agreements and had net exposure of $207 million on our derivatives with these counterparties after the application of master netting agreements, collateral, and the related reserve.

Credit Derivatives

We are a buyer and, under limited circumstances, may be a seller of credit protection through the credit derivative market. We purchase credit derivatives to manage the credit risk associated with specific commercial lending and swap obligations as well as exposures to debt securities. Our credit derivative portfolio was in a nominal net liability position as of June 30, 2025 and December 31, 2024. Our credit derivative portfolio consists of traded credit default swap indices and risk participation agreements. Additional descriptions of our credit derivatives are provided in Note 8 (“Derivatives and Hedging Activities”) beginning on page 144 of our 2024 Form 10-K under the heading “Credit Derivatives.”

The following table provides information on the types of credit derivatives sold by us and held on the balance sheet at June 30, 2025, and December 31, 2024. The notional amount represents the amount that the seller could

be required to pay. The payment/performance risk shown in the table represents a weighted average of the default

probabilities for all reference entities in the respective portfolios. These default probabilities are implied from

observed credit indices in the credit default swap market, which are mapped to reference entities based on Key’s

internal risk rating.


	June 30, 2025					December 31, 2024
Dollars in millions	Notional Amount		Average Term (Years)	Payment / Performance Risk		Notional Amount		Average Term (Years)	Payment / Performance Risk

Other	$	8	4.38	2.24	%	$	2	7.64	2.03	%
Total credit derivatives sold	$	8	—	—		$	2	—	—

Credit Risk Contingent Features

We have entered into certain derivative contracts that require us to post collateral to the counterparties when these contracts are in a net liability position. The amount of collateral to be posted is based on the amount of the net liability and thresholds generally related to our long-term senior unsecured credit ratings with Moody’s and S&P. Collateral requirements also are based on minimum transfer amounts, which are specific to each Credit Support Annex (a component of the ISDA Master Agreement) that we have signed with the counterparties. In a limited number of instances, counterparties have the right to terminate their ISDA Master Agreements with us if our ratings fall below a certain level, usually investment-grade level (i.e., “Baa3” for Moody’s and “BBB-” for S&P). At June 30, 2025, KeyBank’s rating was “Baa1” with Moody’s and “BBB+” with S&P, and KeyCorp’s rating was “Baa2” with Moody’s and “BBB” with S&P. Refer to the table below for the aggregate fair value of all derivative contracts with credit risk contingent features held by KeyBank that were in a net liability position.


Dollars in millions	June 30, 2025		December 31, 2024


Net derivative liabilities with credit-risk contingent features	$	(94)	$	(83)
Collateral posted	94		80

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As of June 30, 2025, and December 31, 2024, the fair value of additional collateral that could be required to be posted as a result of the credit risk related contingent features being triggered was immaterial to Key’s consolidated financial statements. At June 30, 2025, and December 31, 2024, only KeyBank held derivative contracts with credit risk contingent features.

8. Mortgage Servicing Assets

We originate and periodically sell commercial and residential mortgage loans but continue to service those loans for the buyers. We also may purchase the right to service commercial mortgage loans from other lenders. We record a servicing asset if we purchase or retain the right to service loans in exchange for servicing fees that exceed the going market servicing rate and are considered more than adequate compensation for servicing. Additional information pertaining to the accounting for mortgage and other servicing assets is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Servicing Assets” beginning on page 117 of our 2024 Form 10-K.

Commercial

Changes in the carrying amount of commercial mortgage servicing assets are summarized as follows:


	Three months ended June 30,				Six months ended June 30,
Dollars in millions	2025		2024		2025		2024
Balance at beginning of period	$	597	$	631	$	609	$	638
Servicing retained from loan sales	17		9		32		27
Purchases	4		4		8		10
Amortization	(31)		(32)		(62)		(63)

Balance at end of period	$	587	$	612	$	587	$	612
Fair value at end of period	$	787	$	866	$	787	$	866

The fair value of commercial mortgage servicing assets is determined by calculating the present value of future cash flows associated with servicing the loans. This calculation uses a number of assumptions that are based on current market conditions. The range and weighted average of the significant unobservable inputs used to determine the fair value of our commercial mortgage servicing assets at June 30, 2025, and June 30, 2024, along with the valuation techniques, are shown in the following table:


		June 30, 2025						June 30, 2024
Valuation Technique	Significant Unobservable Input	Range				Weighted Average		Range				Weighted Average

Discounted cash flow	Expected defaults	1.00	%	2.00	%	1.01	%	1.00	%	2.00	%	1.01	%
	Residual cash flows discount rate	7.02	%	10.71	%	10.41	%	7.37	%	10.64	%	10.25	%
	Escrow earn rate	4.45	%	4.60	%	4.59	%	5.16	%	5.26	%	5.17	%

	Loan assumption rate	—	%	2.48	%	2.00	%	—	%	2.19	%	1.98	%

If these economic assumptions change or prove incorrect, the fair value of commercial mortgage servicing assets may also change. Expected credit losses, escrow earn rates, and discount rates are critical to the valuation of commercial mortgage servicing assets. Estimates of these assumptions are based on how a market participant would view the respective rates and reflect historical data associated with the commercial mortgage loans, industry trends, and other considerations. Actual rates may differ from those estimated due to changes in a variety of economic factors. A decrease in the value assigned to the escrow earn rates would cause a decrease in the fair value of our commercial mortgage servicing assets. An increase in the assumed default rates of commercial mortgage loans or an increase in the assigned discount rates would cause a decrease in the fair value of our commercial mortgage servicing assets. Prepayment activity on commercial serviced loans does not significantly impact the valuation of our commercial mortgage servicing assets. Unlike residential mortgages, commercial mortgages experience significantly lower prepayments due to certain contractual restrictions affecting the borrower’s ability to prepay the mortgage.

The amortization of commercial servicing assets is determined in proportion to, and over the period of, the estimated net servicing income. The amortization of commercial servicing assets for each period, as shown in the table at the beginning of this note, is recorded as a reduction to contractual fee income. The contractual fee income from servicing commercial mortgage loans totaled $209 million for the six-month period ended June 30, 2025, and $180 million for the six-month period ended June 30, 2024. This fee income was offset by $62 million of amortization for the six-month period ended June 30, 2025, and $63 million for the six-month period ended June 30,

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2024. Both the contractual fee income and the amortization are recorded, net, in “commercial mortgage servicing fees” on the income statement.

Residential

Changes in the carrying amount of residential mortgage servicing assets are summarized as follows:


	Three months ended June 30,				Six months ended June 30,
Dollars in millions	2025		2024		2025		2024
Balance at beginning of period	$	111	$	108	$	111	$	108
Servicing retained from loan sales	4		3		7		5

Amortization	(3)		(3)		(6)		(5)
Temporary (impairments) recoveries	—		1		—		1
Balance at end of period	$	112	$	109	$	112	$	109
Fair value at end of period	$	136	$	133	$	136	$	133

The fair value of mortgage servicing assets is determined by calculating the present value of future cash flows associated with servicing the loans. This calculation uses a number of assumptions that are based on current market conditions. The range and weighted-average of the significant unobservable inputs used to fair value our mortgage servicing assets at June 30, 2025, and June 30, 2024, along with the valuation techniques, are shown in the following table:


		June 30, 2025									June 30, 2024
Valuation Technique	Significant Unobservable Input	Range						Weighted Average			Range						Weighted Average

Discounted cash flow	Prepayment speed	5.88		%	30.58		%	8.09		%	6.59		%	47.09		%	7.66		%
	Discount rate	6.50		%	8.75		%	6.61		%	6.50		%	8.75		%	6.60		%
	Servicing cost	$	70.00		$	4,332		$	75.61		$	70.00		$	3,582		$	74.59

If these economic assumptions change or prove incorrect, the fair value of residential mortgage servicing assets may also change. Prepayment speed, discount rates, and servicing cost are critical to the valuation of residential mortgage servicing assets. Estimates of these assumptions are based on how a market participant would view the respective rates and reflect historical data associated with the residential mortgage loans, industry trends, and other considerations. Actual rates may differ from those estimated due to changes in a variety of economic factors. An

increase in the prepayment speed would cause a decrease in the fair value of our residential mortgage servicing

assets. An increase in the assigned discount rates and servicing cost assumptions would cause a decrease in the

fair value of our residential mortgage servicing assets.

The amortization of residential servicing assets for June 30, 2025, as shown in the table above, is recorded as a reduction to contractual fee income. The contractual fee income from servicing residential mortgage loans totaled $20 million for the six-month period ended June 30, 2025, and $19 million for the six-month period ended June 30, 2024. This fee income was offset by $6 million of amortization for the six-month period ended June 30, 2025, and $5 million for the six-month period ended June 30, 2024. Both the contractual fee income and the amortization are recorded, net, in “consumer mortgage income” on the income statement.

9. Leases

As a lessee, we enter into leases of land, buildings, and equipment. Our real estate leases primarily relate to bank branches and office space. The leases of equipment principally relate to technology assets for data processing and data storage. As a lessor, we primarily provide financing through our equipment leasing business. For more information on our leasing activity, see Note 10 (“Leases”) beginning on page 152 of our 2024 Form 10-K.

Lessor Equipment Leasing

Leases may have fixed or floating rate terms. Variable payments are based on an index or other specified rate and are included in rental payments. Certain leases contain an option to extend the lease term or the option to terminate at the discretion of the lessee. Under certain conditions, lease agreements may also contain the option for a lessee to purchase the underlying asset.

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Interest income from sales-type and direct financing leases is recognized in "interest income — loans" on the Consolidated Statements of Income. Income related to operating leases is recognized in “operating lease income and other leasing gains” on the Consolidated Statements of Income. The components of equipment leasing income are summarized in the table below:


	Three months ended June 30,				Six months ended June 30,
Dollars in millions	2025		2024		2025		2024

Sales-type and direct financing leases
Interest income on lease receivable	$	14	$	18	$	29	$	36
Interest income related to accretion of unguaranteed residual asset	2		2		4		5
Interest income on deferred fees and costs	5		5		10		10
Total sales-type and direct financing lease income	$	21	$	25	$	43	$	51
Operating leases
Operating lease income related to lease payments	$	11	$	19	$	23	$	37
Other operating leasing gains (losses)	3		2		—		8
Total operating lease income and other leasing gains	14		21		23		45
Total lease income	$	35	$	46	$	66	$	96

10. Goodwill

Our annual goodwill impairment testing is performed as of October 1 each year, or more frequently as events occur or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. A quantitative or qualitative testing approach may be used. Additional information pertaining to our accounting policy for goodwill and other intangible assets is summarized in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Goodwill and Other Intangible Assets” beginning on page 117 of our 2024 Form 10-K. There were no changes to goodwill balances in the second quarter 2025.

The carrying amount of goodwill by reporting segment is presented in the following table:


Dollars in millions	Consumer Bank		Commercial Bank		Total
BALANCE AT JUNE 30, 2024	$	1,819	$	933	$	2,752


BALANCE AT DECEMBER 31, 2024	$	1,819	$	933	$	2,752


BALANCE AT JUNE 30, 2025	$	1,819	$	933	$	2,752

11. Variable Interest Entities

Our significant VIEs are summarized below. Additional information pertaining to the criteria used in determining if an entity is a VIE is included in Note 13 (“Variable Interest Entities”) beginning on page 156 of our 2024 Form 10-K.

LIHTC and NMTC investments. We had $2.4 billion and $2.5 billion of investments in LIHTC operating partnerships at June 30, 2025, and December 31, 2024, respectively. These investments are recorded in “accrued income and other assets” on our Consolidated Balance Sheets. We do not have any loss reserves recorded related to these investments because we believe the likelihood of any loss to be remote. For all legally binding, unfunded equity commitments, we increase our recognized investment and recognize a liability. As of June 30, 2025, and December 31, 2024, we had liabilities of $1.2 billion and $1.4 billion, respectively, related to investments in qualified affordable housing projects, which are recorded in “accrued expenses and other liabilities” on our Consolidated Balance Sheets. We continue to invest in these LIHTC operating partnerships.

The assets and liabilities presented in the table below convey the size of KCDC’s direct and indirect investments at June 30, 2025, and December 31, 2024. As these investments represent unconsolidated VIEs, the assets and liabilities of the investments themselves are not recorded on our Consolidated Balance Sheets. Additional information pertaining to our LIHTC investments is included in Note 13 (“Variable Interest Entities”) beginning on page 156 of our 2024 Form 10-K.

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	Unconsolidated VIEs
Dollars in millions	Total Assets		Total Liabilities		Maximum Exposure to Loss
June 30, 2025
LIHTC investments	$	10,805	$	4,905	$	2,925
December 31, 2024
LIHTC investments	$	9,901	$	4,468	$	2,996

We had $28 million and $29 million in NMTC investments at June 30, 2025 and December 31, 2024, respectively. These investments are recorded in “accrued income and other assets” on our Consolidated Balance Sheets.

We amortize our LIHTC and NMTC investments over the period that we expect to receive the tax benefits. During the six months ended June 30, 2025, we recognized $134 million of amortization, $130 million of tax credits and $33 million of other tax benefits associated with these investments within “income taxes” on our income statement. During the six months ended June 30, 2024, we recognized $112 million of amortization, $112 million of tax credits and $27 million of other tax benefits associated with these investments within “income taxes” on our income statement.

Principal investments. Our maximum exposure to loss associated with indirect principal investments consists of the investments’ fair value plus any unfunded equity commitments. The fair value of our indirect principal investments totaled $13 million and $14 million at June 30, 2025 and December 31, 2024, respectively. These investments are recorded in “other investments” on our Consolidated Balance Sheets. The table below reflects the size of the private equity funds in which we were invested as well as our maximum exposure to loss in connection with these investments at June 30, 2025, and December 31, 2024.


	Unconsolidated VIEs
Dollars in millions	Total Assets		Total Liabilities		Maximum Exposure to Loss
June 30, 2025
Indirect investments	$	1,931	$	3	$	14
December 31, 2024
Indirect investments	$	2,352	$	3	$	15

Through our principal investing entities, we have formed and funded operating entities that provide management and other related services to our investment company funds, which directly invest in portfolio companies. These entities had no assets at June 30, 2025, and December 31, 2024, that can be used to settle the entities’ obligations. The entities had no liabilities at June 30, 2025, and December 31, 2024, and other equity investors have no recourse to our general credit.

Additional information on our indirect and direct principal investments is provided in Note 6 (“Fair Value Measurements”) beginning on page 133 and in Note 13 (“Variable Interest Entities “) beginning on page 156 of our 2024 Form 10-K.

Other unconsolidated VIEs. We are involved with other various entities in the normal course of business which we have determined to be VIEs. We have determined that we are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact their economic performance or hold a variable interest that could potentially be significant. The table below shows our assets and liabilities associated with these unconsolidated VIEs at June 30, 2025, and December 31, 2024. These assets are recorded in “accrued income and other assets,” “other investments,” “securities available for sale,” “held-to-maturity securities,” and “loans, net of unearned income” on our Consolidated Balance Sheets. Of the total balance as of June 30, 2025, $169 million related to the purchase of senior notes from a securitization collateralized by sold indirect auto loans. Additional information pertaining to our other unconsolidated VIEs is included in Note 13 (“Variable Interest Entities“) under the heading “Other unconsolidated VIEs” on page 158 of our 2024 Form 10-K.


	Other unconsolidated VIEs
Dollars in millions	Total Assets		Total Liabilities
June 30, 2025
Other unconsolidated VIEs	$	607	$	—
December 31, 2024
Other unconsolidated VIEs	$	733	$	1

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12. Income Taxes

One Big Beautiful Bill Act

On July 4, 2025, new U.S. tax legislation was signed into law, OBBBA, which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. Key is currently evaluating the impact of the new legislation, but does not expect any material change to our ongoing tax rate or any material impact on our results of operations.

Income Tax Provision

In accordance with the applicable accounting guidance, the principal method established for computing the provision for income taxes in interim periods requires us to make our best estimate of the effective tax rate expected to be applicable for the full year. This estimated effective tax rate is then applied to interim consolidated pre-tax operating income to determine the interim provision for income taxes.

The effective tax rate, which is the provision for income taxes as a percentage of income before income taxes, was 21.4% for the second quarter of 2025 and 18.5% for the second quarter of 2024. The effective tax rates were less than our combined federal and state statutory tax rate of 24.2%, primarily due to income from investments in tax-advantaged assets such as corporate-owned life insurance, tax credits associated with low-income housing investments, and periodic adjustments to our tax reserves.

Deferred Taxes

At June 30, 2025, we had a net deferred tax asset of $1.3 billion, compared to a net deferred tax asset of $1.6 billion at December 31, 2024, which are included in “accrued income and other assets” on the balance sheet. The deferred tax asset is primarily related to market fluctuations in the investment security portfolio accounted for in other comprehensive income.

To determine the amount of deferred tax assets that are more likely than not to be realized, and therefore recorded, we conduct a quarterly assessment of all available evidence. This evidence includes, but is not limited to, taxable income in prior periods, projected future taxable income, and projected future reversals of deferred tax items. These assessments involve a degree of subjectivity and may undergo change. Based on these criteria, we had a valuation allowance of $15 million at June 30, 2025, and $15 million at December 31, 2024. The valuation allowance is associated with federal and state capital loss carryforwards.

Unrecognized Tax Benefits

At June 30, 2025, Key’s unrecognized tax benefits were $40 million. As permitted under the applicable accounting guidance for income taxes, it is our policy to recognize interest and penalties related to unrecognized tax benefits in “income tax expense.”

Pre-1988 Bank Reserves Acquired in a Business Combination

Retained earnings of KeyBank included approximately $92 million of allocated bad debt deductions for which no income taxes have been recorded. Under current federal law, these reserves are subject to recapture into taxable income if KeyBank, or any successor, fails to maintain its bank status under the Internal Revenue Code or makes non-dividend distributions or distributions greater than its accumulated earnings and profits. No deferred tax liability has been established as these events are not expected to occur in the foreseeable future.

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13. Discontinued Operations

Discontinued operations primarily includes our government-guaranteed and private education lending business. At June 30, 2025, and December 31, 2024, approximately $230 million and $257 million, respectively, of education loans are included in discontinued assets on the Consolidated Balance Sheets. Net interest income after provision for credit losses for this business is not material and is included in income (loss) from discontinued operations, net of taxes on the Consolidated Statements of Income.

14. Employee Benefits

Pension Plans

The components of net pension cost (benefit) for all funded and unfunded plans are recorded in Other expense and are summarized in the following table. For more information on our Pension Plans and Other Postretirement Benefit Plans, see Note 18 (“Employee Benefits”) beginning on page 164 of our 2024 Form 10-K.


	Three months ended June 30,				Six months ended June 30,
Dollars in millions	2025		2024		2025		2024
Interest cost on PBO	$	11	$	10	$	22	$	20
Expected return on plan assets	(11)		(9)		(22)		(19)
Amortization of losses	2		2		4		5
Settlement loss	—		—		—		—
Net pension cost	$	2	$	3	$	4	$	6

15. Trust Preferred Securities Issued by Unconsolidated Subsidiaries

We own the outstanding common stock of business trusts formed by us that issued corporation-obligated, mandatorily redeemable, trust preferred securities. The trusts used the proceeds from the issuance of their trust preferred securities and common stock to buy debentures issued by KeyCorp. These debentures are the trusts’ only assets; the interest payments from the debentures finance the distributions paid on the mandatorily redeemable trust preferred securities. The outstanding common stock of these business trusts is recorded in Other investments on the Consolidated Balance Sheets. We unconditionally guarantee the following payments or distributions on behalf of the trusts:

•required distributions on the trust preferred securities;

•the redemption price when a capital security is redeemed; and

•the amounts due if a trust is liquidated or terminated.

The Regulatory Capital Rules require us to treat our mandatorily redeemable trust preferred securities as Tier 2 capital.

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The trust preferred securities, common stock, and related debentures are summarized as follows:


Dollars in millions	Trust Preferred Securities, Net of Discount (a)		Common Stock		Principal Amount of Debentures, Net of Discount (b)		Interest Rate of Trust Preferred Securities and Debentures (c)		Maturity of Trust Preferred Securities and Debentures
June 30, 2025
KeyCorp Capital I	$	156	$	6	$	162	5.299	%	2028
KeyCorp Capital II	86		4		90		6.875		2029
KeyCorp Capital III	111		4		115		7.750		2029
HNC Statutory Trust III	21		1		22		5.990		2035
HNC Statutory Trust IV	18		1		19		5.821		2037
Willow Grove Statutory Trust I	21		1		22		5.890		2036
Westbank Capital Trust II	8		—		8		6.771		2034
Westbank Capital Trust III	8		—		8		6.771		2034
Total	$	429	$	17	$	446	6.387	%	—

December 31, 2024	$	427	$	17	$	444	6.519	%	—

(a)The trust preferred securities must be redeemed when the related debentures mature, or earlier if provided in the governing indenture. Each issue of trust preferred securities carries an interest rate identical to that of the related debenture. The principal amount of certain debentures include debt issuance costs and basis adjustments related to fair value hedges totaling $17 million and $14 million at June 30, 2025, and December 31, 2024, respectively. See Note 7 (“Derivatives and Hedging Activities”) for an explanation of fair value hedges.

(b)We have the right to redeem these debentures. If the debentures purchased by KeyCorp Capital I, HNC Statutory Trust III, Willow Grove Statutory Trust I, HNC Statutory Trust IV, Westbank Capital Trust II, or Westbank Capital Trust III are redeemed before they mature, the redemption price will be the principal amount, plus any accrued but unpaid interest. If the debentures purchased by KeyCorp Capital II or KeyCorp Capital III are redeemed before they mature, the redemption price will be the greater of: (i) the principal amount, plus any accrued but unpaid interest, or (ii) the sum of the present values of principal and interest payments discounted at the Treasury Rate (as defined in the applicable indenture), plus 20 basis points for KeyCorp Capital II or 25 basis points for KeyCorp Capital III, or 50 basis points in the case of redemption upon either a tax or a capital treatment event for either KeyCorp Capital II or KeyCorp Capital III, plus any accrued but unpaid interest.

(c)The interest rates for the trust preferred securities issued by KeyCorp Capital II and KeyCorp Capital III are fixed. The trust preferred securities issued by KeyCorp Capital I, HNC Statutory Trust III, HNC Statutory Trust IV, Willow Grove Statutory Trust I, Westbank Capital Trust II, and Westbank Capital Trust III have a floating interest rate, based on three-month CME term SOFR plus 26.161 basis points, that reprices quarterly. The total interest rates are weighted-average rates.

16. Contingent Liabilities and Guarantees

Legal Proceedings

Litigation. From time to time, in the ordinary course of business, we and our subsidiaries are subject to various litigation, investigations, and administrative proceedings. Private, civil litigation may range from individual actions involving a single plaintiff to putative class action lawsuits with potentially thousands of class members, as well as arbitrations and mass arbitrations. Investigations may involve both formal and informal proceedings, by both government agencies and self-regulatory bodies. These matters may involve claims for substantial monetary relief. At times, these matters may present novel claims or legal theories. Due to the complex nature of these various other matters, it may be years before some matters are resolved. While it is impossible to ascertain the ultimate resolution or range of financial liability, based on information presently known to us, we do not believe there is any matter to which we are a party, or involving any of our properties, that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on our financial condition. We continually monitor and reassess the potential materiality of these litigation matters. We note, however, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution will not exceed established reserves. As a result, the outcome of a particular matter, or a combination of matters, may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.

On at least a quarterly basis, we assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we have not accrued legal reserves, consistent with applicable accounting guidance. Based on information currently available to us and advice of counsel, we believe that our established reserves are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on our consolidated financial condition.

Guarantees

We are a guarantor in various agreements with third parties. The following table shows the types of guarantees that we had outstanding at June 30, 2025. Information pertaining to the basis for determining the liabilities recorded in connection with these guarantees is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Contingencies and Guarantees” beginning on page 118 of our 2024 Form 10-K.

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June 30, 2025	Maximum Potential Undiscounted Future Payments		Liability Recorded
Dollars in millions
Financial guarantees:
Standby letters of credit	$	4,622	$	73
Recourse agreement with FNMA	7,777		58
Residential mortgage reserve	3,407		8
Written put options (a)	1,711		51
Total	$	17,517	$	190

(a)The maximum potential undiscounted future payments represent notional amounts of derivatives qualifying as guarantees.

We determine the payment/performance risk associated with each type of guarantee described below based on the probability that we could be required to make the maximum potential undiscounted future payments shown in the preceding table. We use a scale of low (0% to 30% probability of payment), moderate (greater than 30% to 70% probability of payment), or high (greater than 70% probability of payment) to assess the payment/performance risk, and have determined that the payment/performance risk associated with each type of guarantee outstanding at June 30, 2025, is low. Information pertaining to the nature of each of the guarantees listed below is included in Note 22 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Guarantees” beginning on page 172 of our 2024 Form 10-K.

Standby letters of credit. At June 30, 2025, our standby letters of credit had a remaining weighted-average life of 1.4 years, with remaining actual lives ranging from less than 1 year to 9.4 years.

Recourse agreement with FNMA. At June 30, 2025, the outstanding commercial mortgage loans in this program had a weighted-average remaining term of 6.2 years, and the unpaid principal balance outstanding of loans sold by us as a participant was $24.0 billion. The maximum potential amount of undiscounted future payments that we could be required to make under this program, as shown in the preceding table, is equal to approximately 32.4% of the principal balance of loans outstanding at June 30, 2025. FNMA delegates responsibility for originating, underwriting, and servicing mortgages, and we assume a limited portion of the risk of loss during the remaining term on each commercial mortgage loan that we sell to FNMA. We maintain a reserve for such potential losses of $58 million that we believe approximates the fair value of our liability for the guarantee as described in Note 4 (“Asset Quality”).

Residential Mortgage Banking. At June 30, 2025, the unpaid principal balance outstanding of loans sold by us in this program was $11.4 billion. The maximum potential amount of undiscounted future payments that we could be required to make under this program, as shown in the preceding table, is equal to approximately 30% of the principal balance of loans outstanding at June 30, 2025.

Our liability for estimated repurchase obligations on loans sold, which is included in “accrued expenses and other liabilities” on the Consolidated Balance Sheets, was $8 million at June 30, 2025. For more information on our residential mortgages, see Note 8 (“Mortgage Servicing Assets”).

Written put options. In the ordinary course of business, we “write” put options for clients that wish to mitigate their exposure to changes in interest rates and commodity prices. At June 30, 2025, our written put options had an average life of 1.3 years. These written put options are accounted for as derivatives at fair value, as further discussed in Note 7 (“Derivatives and Hedging Activities”).

Written put options where the counterparty is a broker-dealer or bank are accounted for as derivatives at fair value but are not considered guarantees since these counterparties typically do not hold the underlying instruments. In addition, we are a purchaser and seller of credit derivatives, which are further discussed in Note 7 (“Derivatives and Hedging Activities”).

Other Off-Balance Sheet Risk

Other off-balance sheet risk stems from financial instruments that do not meet the definition of a guarantee as specified in the applicable accounting guidance, and from other relationships. Additional information pertaining to types of other off-balance sheet risk is included in Note 22 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Other Off-Balance Sheet Risk” on page 174 of our 2024 Form 10-K.

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17. Accumulated Other Comprehensive Income

Our changes in AOCI for the three and six months ended June 30, 2025, and June 30, 2024, are as follows:


Dollars in millions	Unrealized gains (losses) on securities available for sale		Unrealized gains (losses) on derivative financial instruments		Net pension and postretirement benefit costs		Total







Balance at December 31, 2024	$	(2,734)	$	(434)	$	(302)	$	(3,470)
Other comprehensive income before reclassification, net of income taxes	576		186		66		828
Amounts reclassified from AOCI, net of income taxes (a)	—		140		1		141

Net current-period other comprehensive income, net of income taxes	576		326		67		969
Balance at June 30, 2025	$	(2,158)	$	(108)	$	(235)	$	(2,501)


Balance at March 31, 2025	$	(2,310)	$	(241)	$	(236)	$	(2,787)
Other comprehensive income before reclassification, net of income taxes	152		64		(1)		215
Amounts reclassified from AOCI, net of income taxes (a)	—		69		2		71

Net current-period other comprehensive income, net of income taxes	152		133		1		286
Balance at June 30, 2025	$	(2,158)	$	(108)	$	(235)	$	(2,501)


Balance at December 31, 2023	$	(4,190)	$	(763)	$	(276)	$	(5,229)
Other comprehensive income before reclassification, net of income taxes	(102)		(142)		2		(242)
Amounts reclassified from AOCI, net of income taxes (a)	10		316		1		327

Net current-period other comprehensive income, net of income taxes	(92)		174		3		85
Balance at June 30, 2024	$	(4,282)	$	(589)	$	(273)	$	(5,144)


Balance at March 31, 2024	$	(4,341)	$	(698)	$	(275)	$	(5,314)
Other comprehensive income before reclassification, net of income taxes	51		(43)		—		8
Amounts reclassified from AOCI, net of income taxes (a)	8		152		2		162

Net current-period other comprehensive income, net of income taxes	59		109		2		170
Balance at June 30, 2024	$	(4,282)	$	(589)	$	(273)	$	(5,144)

(a)See table below for details about these reclassifications.

Our reclassifications out of AOCI for the three and six months ended June 30, 2025, and June 30, 2024, are as follows:



	Three months ended June 30,				Affected Line Item in the Consolidated Statement of Income
Dollars in millions	2025		2024
Unrealized gains (losses) on securities available for sale
Realized gains	$	—	$	—	Net securities gains (losses)
Realized losses	—		(10)		Net securities gains (losses)
	—		(10)		Income (loss) from continuing operations before income taxes
	—		(2)		Income taxes
	$	—	$	(8)	Income (loss) from continuing operations
Unrealized gains (losses) on derivative financial instruments
Interest rate	$	(90)	$	(199)	Interest income — Loans
Interest rate	(1)		(1)		Interest expense — Long-term debt
Interest rate	—		—		Investment banking and debt placement fees

	(91)		(200)		Income (loss) from continuing operations before income taxes
	(22)		(48)		Income taxes
	$	(69)	$	(152)	Income (loss) from continuing operations
Net pension and postretirement benefit costs
Amortization of losses	$	(2)	$	(2)	Other expense
Settlement loss	—		—		Other expense
Amortization of unrecognized prior service credit	—		—		Other expense
	(2)		(2)		Income (loss) from continuing operations before income taxes
	—		—		Income taxes
	$	(2)	$	(2)	Income (loss) from continuing operations

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	Six months ended June 30,				Affected Line Item in the Statement Where Net Income is Presented
Dollars in millions	2025		2024
Unrealized gains (losses) on available for sale securities
Realized gains	$	—	$	—	Other income
Realized losses	—		(13)		Other income
	—		(13)		Income (loss) from continuing operations before income taxes
	—		(3)		Income taxes
	$	—	$	(10)	Income (loss) from continuing operations
Unrealized gains (losses) on derivative financial instruments
Interest rate	$	(183)	$	(415)	Interest income — Loans
Interest rate	(2)		(1)		Interest expense — Long-term debt
Interest rate	—		1		Investment banking and debt placement fees
	(185)		(415)		Income (loss) from continuing operations before income taxes
	(45)		(99)		Income taxes
	$	(140)	$	(316)	Income (loss) from continuing operations
Net pension and postretirement benefit costs
Amortization of losses	$	(3)	$	(4)	Other expense
Settlement loss	—		—		Other expense
Amortization of unrecognized prior service credit	1		1		Other expense
	(2)		(3)		Income (loss) from continuing operations before income taxes
	(1)		(2)		Income taxes
	$	(1)	$	(1)	Income (loss) from continuing operations

18. Shareholders' Equity

Comprehensive Capital Plan

On March 13, 2025, Key announced that its Board of Directors has authorized a share repurchase program pursuant to which we may purchase up to $1.0 billion of KeyCorp Common Shares, in the open market or in privately negotiated transactions.

During the second quarter of 2025, Key did not complete any open market share repurchases. We repurchased less than $1 million of shares related to equity compensation programs in the second quarter of 2025.

Consistent with our capital plan, the Board declared a quarterly dividend of $.205 per Common Share for the second quarter of 2025.

Preferred Stock

The following table summarizes our preferred stock at June 30, 2025.


Preferred stock series	Amount outstanding (in millions)		Book value (net of capital surplus)		Shares authorized and outstanding	Par value		Liquidation preference		Ownership interest per depositary share	Liquidation preference per depositary share		Second quarter 2025 dividends paid per depositary share
5.000% Fixed-to-Floating Rate Perpetual Noncumulative Series D	$	525	$	519	21,000	$	1	$	25,000	1/25th	$	1,000	$	12.50
6.125% Fixed-to-Floating Rate Perpetual Noncumulative Series E	500		490		500,000	1		1,000		1/40th	25		.382813
5.650% Fixed Rate Perpetual Noncumulative Series F	425		412		425,000	1		1,000		1/40th	25		.353125
5.625% Fixed Rate Perpetual Non-Cumulative Series G	450		435		450,000	1		1,000		1/40th	25		.351563
6.200% Fixed Rate Reset Perpetual Non-Cumulative Series H	600		590		600,000	1		1,000		1/40th	25		.387500

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19. Business Segment Reporting

The following is a description of the segments and their primary businesses at June 30, 2025.

Consumer Bank

Commercial Bank

The Commercial Bank is an aggregation of our Institutional and Commercial operating segments. The Commercial operating segment is a full-service corporate bank focused principally on serving the borrowing, cash management, and capital markets needs of middle market clients within Key’s 15-state branch footprint. The Institutional operating segment operates nationally, providing lending, equipment financing, and banking products and services to large corporate and institutional clients. The industry coverage and product teams have established expertise in the following sectors: Consumer, Energy, Healthcare, Industrial, Public Sector, Real Estate, and Technology. It is also a significant, national, commercial real estate lender and third-party master and special servicer of commercial mortgage loans. The operating segment also includes the KBCM platform which provides a broad suite of capital markets products and services including syndicated finance, debt and equity underwriting, fixed income and equity sales and trading, derivatives, foreign exchange, mergers & acquisition and other advisory, and public finance.

Other

Other includes various corporate treasury activities such as management of our investment securities portfolio, long-term debt, short-term liquidity and funding activities, and balance sheet risk management, 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. Reconciling items also include intercompany eliminations and certain items that are not allocated to the business segments because they do not reflect their normal operations.

Developing and applying the methodologies that we use to allocate items among our lines of business is a dynamic process. Accordingly, financial results may be revised periodically to reflect enhanced alignment of expense base allocation drivers, changes in the risk profile of a particular business, or changes in our organizational structure.

The table below shows selected financial data for our business segments for the three- and six-month periods ended June 30, 2025, and June 30, 2024. Capital is assigned to each business segment based on a combination of regulatory and economic equity.

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Three months ended June 30,	Consumer Bank				Commercial Bank				Other				Total Key
Dollars in millions	2025		2024		2025		2024		2025		2024		2025		2024
SUMMARY OF OPERATIONS
Net interest income (TE)	$	676	$	523	$	556	$	411	$	(82)	$	(35)	$	1,150	$	899
Noninterest income	236		235		418		357		36		35		690		627
Total revenue (TE) (a)	912		758		974		768		(46)		—		1,840		1,526
Provision for credit losses	55		33		84		87		(1)		(20)		138		100
Personnel expense	222		210		178		169		305		257		705		636
Other direct noninterest expense	141		151		69		88		239		204		449		443
Support and overhead	333		287		202		174		(535)		(461)		—		—
Income (loss) from continuing operations before income taxes (TE)	161		77		441		250		(54)		20		548		347
Allocated income taxes and TE adjustments	39		18		92		44		(6)		12		125		74
Income (loss) from continuing operations	122		59		349		206		(48)		8		423		273
Income (loss) from discontinued operations, net of taxes	—		—		—		—		2		1		2		1
Net income (loss)	$	122	$	59	$	349	$	206	$	(46)	$	9	$	425	$	274



AVERAGE BALANCES (b)
Loans and leases	$	36,137	$	39,174	$	69,087	$	69,248	$	491	$	539	$	105,715	$	108,961
Total assets (a)	39,156		42,008		78,486		78,328		69,158		66,247		186,800		186,583
Deposits	88,002		85,397		55,886		57,360		3,558		1,423		147,446		144,180

(a)Substantially all revenue generated by our major business segments is derived from clients that reside in the United States. Substantially all long-lived assets, including premises and equipment, capitalized software, and goodwill held by our major business segments, are located in the United States.

(b)From continuing operations.


Six months ended June 30,	Consumer Bank				Commercial Bank				Other				Total Key
Dollars in millions	2025		2024		2025		2024		2025		2024		2025		2024
SUMMARY OF OPERATIONS
Net interest income (TE)	$	1,322	$	1,045	$	1,091	$	808	$	(158)	$	(68)	$	2,255	$	1,785
Noninterest income	462		460		824		758		72		56		1,358		1,274
Total revenue (TE) (a)	1,784		1,505		1,915		1,566		(86)		(12)		3,613		3,059
Provision for credit losses	97		31		159		189		—		(19)		256		201
Personnel expense	441		420		365		329		579		561		1,385		1,310
Other direct noninterest expense	283		312		145		184		472		416		900		912
Support and overhead	649		619		400		361		(1,049)		(980)		—		—
Income (loss) from continuing operations before income taxes (TE)	314		123		846		503		(88)		10		1,072		636
Allocated income taxes and TE adjustments	76		30		176		92		(9)		22		243		144
Income (loss) from continuing operations	238		93		670		411		(79)		(12)		829		492
Income (loss) from discontinued operations, net of taxes	—		—		—		—		1		1		1		1
Net income (loss)	$	238	$	93	$	670	$	411	$	(78)	$	(11)	$	830	$	493



AVERAGE BALANCES (b)
Loans and leases	$	36,476	$	39,547	$	68,077	$	69,940	$	486	$	510	$	105,039	$	109,997
Total assets (a)	39,479		42,359		77,601		79,164		69,366		64,702		186,446		186,225
Deposits	88,153		84,736		56,657		56,846		3,180		1,948		147,990		143,530

(b)From continuing operations.

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20. Revenue from Contracts with Customers

The following table represents a disaggregation of revenue from contracts with customers, by business segment, for the three- and six-month periods ended June 30, 2025, and June 30, 2024. The development and application of the methodologies that we use to allocate items among our business segments is a dynamic process. Accordingly, financial results may be revised periodically to reflect enhanced alignment of expense base allocations drivers, changes in the risk profile of a particular business, or changes in our organizational structure.


	Three months ended June 30, 2025						Three months ended June 30, 2024
Dollars in millions	Consumer Bank		Commercial Bank		Total Contract Revenue		Consumer Bank		Commercial Bank		Total Contract Revenue
NONINTEREST INCOME
Trust and investment services income	$	118	$	18	$	136	$	111	$	18	$	129
Investment banking and debt placement fees	—		130		130		—		99		99
Services charges on deposit accounts	35		38		73		35		31		66


Cards and payments income	44		40		84		47		35		82




Other noninterest income	2		—		2		3		—		3
Total revenue from contracts with customers	$	199	$	226	$	425	$	196	$	183	$	379

Other noninterest income (a)					$	229					$	213
Noninterest income from other segments(b)					36						35

Total noninterest income					$	690					$	627

(a)Noninterest income considered earned outside the scope of contracts with customers.

(b)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. Refer to Note 19 (“Business Segment Reporting”) for more information.


	Six months ended June 30, 2025						Six months ended June 30, 2024
Dollars in millions	Consumer Bank		Commercial Bank		Total Contract Revenue		Consumer Bank		Commercial Bank		Total Contract Revenue
NONINTEREST INCOME
Trust and investment services income	$	231	$	37	$	268	$	221	$	34	$	255
Investment banking and debt placement fees	—		258		258		—		229		229
Services charges on deposit accounts	68		74		142		68		61		129


Cards and payments income	86		80		166		88		69		157




Other noninterest income	4		—		4		6		—		6
Total revenue from contracts with customers	$	389	$	449	$	838	$	383	$	393	$	776

Other noninterest income (a)					$	448					$	442
Noninterest income from Other(b)					72						56
Total noninterest income					$	1,358					$	1,274

(a)Noninterest income considered earned outside the scope of contracts with customers.

(b)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. 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. Refer to Note 19 (“Business Segment Reporting”) for more information.

We had no material contract assets or contract liabilities as of June 30, 2025, and June 30, 2024.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of KeyCorp

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of KeyCorp as of June 30, 2025, the related consolidated statements of income, comprehensive income, changes in equity for the three- and six-month periods ended June 30, 2025 and 2024, the related consolidated statements of cash flows for the six-month periods ended June 30, 2025 and 2024, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of KeyCorp as of December 31, 2024, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated February 21, 2025, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of KeyCorp's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to KeyCorp in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.



Cleveland, Ohio
August 5, 2025

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Item 3. Quantitative and Qualitative Disclosure about Market Risk

The information presented in the “Market risk management” section of the Management’s Discussion & Analysis of Financial Condition & Results of Operations is incorporated herein by reference.

Item 4. Controls and Procedures

As of the end of the period covered by this report, KeyCorp carried out an evaluation, under the supervision and with the participation of KeyCorp’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of KeyCorp’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), to ensure that information required to be disclosed by KeyCorp in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to KeyCorp’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. Based upon that evaluation, KeyCorp’s Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective, in all material respects, as of the end of the period covered by this report. No changes were made to KeyCorp’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the last quarter that materially affected, or are reasonably likely to materially affect, KeyCorp’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in the Legal Proceedings section of Note 16 (“Contingent Liabilities and Guarantees”) of the Notes to Consolidated Financial Statements (Unaudited) is incorporated herein by reference.

Item 1A. Risk Factors

For a discussion of certain risk factors affecting us, see the section titled “Supervision and Regulation” in Part I, Item 1. Business, on pages 11-23 of our 2024 Form 10-K; Part I, Item 1A. Risk Factors, on pages 24-42 of our 2024 Form 10-K; the section titled “Supervision and regulation” in this report; and our disclosure regarding forward-looking statements in this report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

From time to time, KeyCorp or its principal subsidiary, KeyBank, may seek to retire, repurchase, or exchange outstanding debt of KeyCorp or KeyBank, and capital securities or preferred stock of KeyCorp, through cash purchase, privately negotiated transactions, or otherwise. Such transactions, if any, depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, and other factors. The amounts involved may be material.

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On March 13, 2025, our Board of Directors authorized a share repurchase program pursuant to which we may purchase up to $1.0 billion of KeyCorp common shares, in the open market or in privately negotiated transactions. We intend to begin repurchasing shares under this program in the second half of 2025. The timing and price of repurchases as well as the actual number of shares repurchased under the program will be at the discretion of KeyCorp and will depend on a variety of factors, including general market conditions, the stock price, regulatory requirements and limitations, corporate liquidity requirements, and other factors.

As contemplated by the Investment Agreement, dated as of August 12, 2024, between KeyCorp and Scotiabank, in February 2025, we entered into an agreement with Scotiabank to permit Scotiabank to participate, through a periodic “true-up” right, in any repurchase by KeyCorp of its common stock on a pro rata basis.

The following table summarizes our repurchases of our Common Shares for the three months ended June 30, 2025. Refer to Note 18 (“Shareholders' Equity”) for more information regarding share repurchases made during the three and six months ended June 30, 2025.


Calendar month	Total number of shares purchased (a)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Dollar value of shares that may yet be purchased as part of publicly announced plans or programs
April 1 - 30	2,556	$	15.36	—	$	1,000,000,000
May 1 - 31	789	13.91		—	1,000,000,000
June 1 - 30	2	9.14		—	1,000,000,000
Total	3,347	$	15.02	—

(a)Includes Common Shares deemed surrendered by employees in connection with our stock compensation and benefit plans to satisfy tax obligations. We did not complete any open market share repurchases in the second quarter of 2025.

Item 5. Other Information

No director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of KeyCorp adopted, modified,

or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms

are defined in Item 408 of Regulation S-K of the Exchange Act) during the quarter ended June 30, 2025,

except as may be noted below. We do not permit the use of Rule 10b5-1 trading arrangements by our directors or

executive officers.

Certain of our directors or officers have made elections to participate in, and are participating in, our KeyCorp

Second Amended and Restated Discounted Stock Purchase Plan, our Long-Term Incentive Deferral Plan, our

Directors’ Deferred Share Sub-Plan, and the Dividend Reinvestment Plan and dividend reinvestment features under

various compensation plans and arrangements, and previously made elections to participate in KeyCorp common

stock funds that are now frozen but were previously available as an investment option under our Deferred Savings

Plan and KeyCorp 401(k) plan. By participating in these plans or stock funds, the directors or officers have made,

and/or may from time to time make, elections involving transactions in KeyCorp Common Shares which may be

designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute

non-Rule 10b5-1 trading arrangements (as such term is defined in Item 408(c) of Regulation S-K of the Exchange

Act).

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Item 6. Exhibits


15			Acknowledgment of Independent Registered Public Accounting Firm.
22			Subsidiary Issuers of Guaranteed Securities, filed as Exhibit 22 to Form 10-K for the year ended December 31, 2024. ^
31.1			Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2			Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101			The following materials from KeyCorp’s Form 10-Q Report for the quarterly period ended June 30, 2025, formatted in inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income and Consolidated Statements of Comprehensive Income; (iii) the Consolidated Statements of Changes in Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
104			The cover page from KeyCorp’s Form 10-Q for the quarterly period ended June 30, 2025, formatted in inline XBRL (contained in Exhibit 101).



*			Furnished herewith.
^			Incorporated by reference. A copy of this Exhibit has been filed with the SEC. Exhibits that are not incorporated by reference are furnished or filed with this report. Shareholders may obtain a copy of any exhibit, upon payment of reproduction costs, by writing KeyCorp Investor Relations, 127 Public Square, Cleveland, OH 44114-1306.

Information Available on Website

KeyCorp makes available free of charge on its website, www.key.com, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports as soon as reasonably practicable after KeyCorp electronically files such material with, or furnishes it to, the SEC. We also make available a summary of filings made with the SEC of statements of beneficial ownership of our equity securities filed by our directors and officers and persons who own 10% or more of a registered class of our equity securities under Section 16 of the Exchange Act. Information contained on or accessible through our website or any other website referenced in this report is not part of this report.

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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, thereunto duly authorized, on the date indicated.


			KEYCORP
			(Registrant)

August 5, 2025			/s/ Stacy L. Gilbert
			By: Stacy L. Gilbert
			Chief Accounting Officer (Principal Accounting Officer)

Source: View Original Filing on SEC EDGAR

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