KeyCorp (NYSE: KEY) grows Q1 2026 earnings with stronger margin and fee income

Rhea-AI Filing Summary

KeyCorp generated net income from continuing operations attributable to common shareholders of $486 million, or $0.44 diluted EPS, in the first quarter of 2026. Results reflect higher interest income, solid fee growth and disciplined credit costs.

Tax‑equivalent net interest income was $1.23 billion, up $125 million from a year earlier, with net interest margin rising to 2.87%, helped by lower deposit costs and a richer mix of commercial and industrial loans. Average loans reached $107.7 billion, while average deposits were $147.3 billion.

Noninterest income increased 8.2% year over year to $723 million, led by double‑digit growth in investment banking, trust and investment services, and service charges. Noninterest expense rose 4.4% to $1.18 billion, mainly from higher personnel and technology spending.

The Consumer Bank earned $173 million and the Commercial Bank $451 million, both up from a year ago. Credit quality remained controlled, with a provision for credit losses of $106 million, down from $118 million. KeyCorp ended the quarter with a strong Common Equity Tier 1 capital ratio of 11.4% and continued open‑market share repurchases.

Insights

Bank equity analyst

KeyCorp posts broad-based Q1 2026 growth with strong capital and controlled credit costs.

KeyCorp shows a balanced earnings profile. Net interest income on a tax‑equivalent basis rose to $1.23 billion, while net interest margin improved to 2.87%, reflecting lower deposit costs, reinvestment into higher‑yielding assets, and a shift toward commercial and industrial lending.

Fee businesses contributed meaningfully: noninterest income grew 8.2% to $723 million, with investment banking, wealth management, and deposit service charges all posting double‑digit growth. Operating expenses increased 4.4%, mainly from personnel and technology, but at a slower pace than total revenue.

Credit remained manageable, with a $106 million provision for credit losses versus $118 million a year earlier and net charge‑offs tracking the company’s outlook. Capital ratios stayed robust, including a Common Equity Tier 1 ratio of 11.4%, leaving flexibility for continued dividends, measured loan growth, and share repurchases under the existing authorization.

Key Figures

Net income (continuing ops, common): $486 million Diluted EPS: $0.44 per share Net interest income (tax-equivalent): $1.23 billion +5 more

8 metrics

Net income (continuing ops, common) $486 million First quarter 2026

Diluted EPS $0.44 per share First quarter 2026, continuing operations

Net interest income (tax-equivalent) $1.23 billion Q1 2026; up $125 million year over year

Net interest margin 2.87% Q1 2026; up 29 basis points vs Q1 2025

Provision for credit losses $106 million Three months ended March 31, 2026; down from $118 million

Noninterest income $723 million Q1 2026; 8.2% higher than Q1 2025

Total loans outstanding $109.2 billion Continuing operations, March 31, 2026

Common Equity Tier 1 ratio 11.40% KeyCorp, March 31, 2026 (estimate)

Key Terms

Common Equity Tier 1, stress capital buffer, Prompt Corrective Action framework, Basel III capital framework, +2 more

6 terms

Common Equity Tier 1 financial

"We ended the quarter with a Common Equity Tier 1 ratio of 11.4%(a), which positions us to continue to support existing and prospective clients."

Common Equity Tier 1 is the highest-quality capital a bank holds—mainly common shares and retained profits—that acts as the primary cushion against losses. Investors use the CET1 level and ratio to judge a bank’s financial strength and regulatory standing: a bigger cushion means the bank is better able to absorb shocks, sustain payouts and borrow cheaply, much like an emergency fund for a household.

stress capital buffer regulatory

"KeyCorp’s stress capital buffer is 3.20% as of October 1, 2025."

A stress capital buffer is an extra amount of loss-absorbing capital that regulators require a bank to hold based on how it would perform in a severe economic downturn. Think of it as a rainy-day fund sized by simulated worst-case losses; it matters to investors because a larger buffer can limit dividends and share buybacks but also signals greater resilience and lower risk of sudden losses or government intervention.

Prompt Corrective Action framework regulatory

"The federal Prompt Corrective Action (“PCA”) framework under the FDIA groups FDIC-insured depository institutions into one of five prompt corrective action capital categories."

Basel III capital framework regulatory

"KeyCorp and KeyBank are subject to regulatory capital requirements that are based largely on the Basel III international capital framework (“Basel III”)."

An international set of banking rules that specifies how much high-quality, loss-absorbing money banks must hold to survive shocks and keep lending, like a required reserve or seatbelt for a bank’s finances. It matters to investors because tighter or looser rules change a bank’s safety, ability to lend, and capacity to pay dividends or grow profits—shifts that directly affect bank stock values and the wider credit market.

net interest margin financial

"Net interest income (TE) was $1.23 billion for the first quarter of 2026 and the net interest margin was 2.87%."

Net interest margin measures how much a bank earns from lending and investing compared with what it pays for funding, expressed as a percentage of its interest-earning assets. Think of it like a grocery store’s markup: it shows the gap between buying cost and selling price per dollar of goods — here, the cost is interest paid and the sale is interest received. Investors watch it because a higher margin usually means a bank is more profitable and better at managing interest rate and credit conditions.

assets under management financial

"Our Assets Under Management were $69.8 billion for the first quarter of 2026, up 14.3% year-over-year, driven by net positive cash inflows and market impacts on portfolios."

Assets under management (AUM) is the total value of all the investments that a financial company or fund is responsible for overseeing on behalf of its clients. It’s like a big bucket that shows how much money the firm is managing for people or organizations. A higher AUM often indicates a larger, more trusted company, and it can influence how much money they earn and the services they can offer.

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Table of contents

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 March 31, 2026

or

☐ 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			1,084,225,688 shares
Title of class			Outstanding at May 1, 2026

1

Table of contents

KEYCORP

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

						Page Number
Item 1.			Financial Statements			44
			Consolidated Balance Sheets			44
			Consolidated Statements of Income			45
			Consolidated Statements of Comprehensive Income			46
			Consolidated Statements of Changes in Equity			47
			Consolidated Statements of Cash Flows			48
			Notes to Consolidated Financial Statements (Unaudited)			49
			Note 1.    Basis of Presentation and Accounting Policies			49
			Note 2.    Earnings Per Common Share			49
			Note 3.    Loan Portfolio			50
			Note 4.    Asset Quality			50
			Note 5.    Fair Value Measurements			61
			Note 6.    Securities			64
			Note 7.    Derivatives and Hedging Activities			66
			Note 8.    Mortgage Servicing Assets			70
			Note 9.    Leases			72
			Note 10.  Variable Interest Entities			72
			Note 11.  Income Taxes			74
			Note 12.  Discontinued Operations			75
			Note 13.  Borrowings			75
			Note 14.  Contingent Liabilities and Guarantees			75
			Note 15.  Accumulated Other Comprehensive Income			77
			Note 16.  Shareholders’ Equity			78
			Note 17.  Business Segment Reporting			78
			Note 18. Revenue from Contracts with Customers			80
			Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			81

2

Table of contents

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			8
			Supervision and regulation			8
			Results of Operations			11
			Earnings overview			11
			Net interest income			11
			Provision for credit losses			14
			Noninterest income			14
			Noninterest expense			15
			Income taxes			16
			Business Segment Results			17
			Consumer Bank			17
			Commercial Bank			18
			Financial Condition			19
			Loans and loans held for sale			19
			Securities			24
			Deposits and other sources of funds			26
			Capital			27
			Risk Management			30
			Overview			30
			Market risk management			30
			Liquidity risk management			34
			Credit risk management			36
			Operational and compliance risk management			40
			GAAP to Non-GAAP Reconciliations			41
			Critical Accounting Policies and Estimates			42
			Accounting and Reporting Developments			43
Item 3.			Quantitative and Qualitative Disclosure about Market Risk			82
Item 4.			Controls and Procedures			82

			PART II. OTHER INFORMATION
Item 1.			Legal Proceedings			82
Item 1A.			Risk Factors			82
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			82
Item 5.			Other Information			83
Item 6.			Exhibits			84
			Signature			85

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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 March 31, 2026, and March 31, 2025. 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 “2025 Form 10-K” refer to our Form 10-K for the year ended December 31, 2025, 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). 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. 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. ERBA: Expanded risk-based approach. 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. FTP: Funds transfer pricing. FVA: Fair value of employee benefit plan assets. GAAP: U.S. generally accepted accounting principles. GNMA: Government National Mortgage Association. 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. N/A: Not applicable. NAV: Net asset value. NFA: National Futures Association. N/M: Not meaningful. NMTC: New market tax credit. 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 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:

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•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 and cybersecurity threats;

•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 the impact of inflation, tariffs or other trade policies, political instability, a prolonged shutdown of the U.S. government, a potential global economic downturn or recession, and extended military conflicts;

•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, including ongoing military conflicts;

•labor shortages, increases in unemployment rates, and supply chain constraints;

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

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

•damage to our reputation;

•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 2025 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 $486 million in net income from continuing operations attributable to Key common shareholders, or diluted earnings per share of $0.44, in the first quarter of 2026.

Our actions and results during the first quarter of 2026 support our corporate strategy described in the “Introduction” section under the “Corporate strategy” heading on page 51 of our 2025 Form 10-K.

•Commercial client growth and net new relationship households increased approximately 3% and 2%, respectively, year-over-year, reflecting strong client growth and relationship depth.

•Our noninterest income strength continues to be driven by differentiated fee businesses strategically focused on targeted scale. Our priority fee-based businesses — investment banking, commercial payments, and wealth management – collectively grew 12% year-over-year.

•Our Assets Under Management were $69.8 billion for the first quarter of 2026, up 14.3% year-over-year, 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 in line with our current outlook for the year.

•We ended the quarter with a Common Equity Tier 1 ratio of 11.4%(a), which positions us to continue to support existing and prospective clients.

(a) March 31, 2026 capital ratios are estimates

Business outlook

Consistent with the forward guidance we provided on April 16, 2026, we expect these current year results, that is, full year 2026 vs. full year 2025:

Category

2025 Baseline

FY2026 (vs FY 2025)(a)

Revenue (TE)(b)

$7,513 Million

up ~7%

Net interest income (TE) (b)

$4,671 Million

up 9 to 10%

Net interest margin

4Q exit rate: ~3.05%(c)

Noninterest income

$2,842 Million

up 3 - 4%

Noninterest income on an adjusted basis(b)(d)

$2,495 Million

up 5 - 6%

Adjusted noninterest expense(b)

$4,729 Million

up 3 to 4%

Average loans

$105.7 Billion

up 2 - 4%

Average Commercial Loans

$74.5 Billion

up 6 - 8%

Net charge-offs to average loans

40 to 45 basis points

Effective tax rate

~22%

Tax-equivalent Effective Rate(e)

~23%

(a)    Ranges are shown on an operating basis.

(b)    Key is unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly related GAAP financial measures due to the difficulty in forecasting when future amounts may occur. Such unavailable information could be significant for future results.

(c)    Average earning assets stable to 1Q26.

(d)    Excluding commercial mortgage servicing fees, operating lease income and other leasing gains, other income, and net securities gains (losses).

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

We have established the following medium-term targets reflecting expected run rates by the end of 2027:

Return on tangible common equity(a) 15.0%+ Net Interest Margin 3.25%+

(a)    Key is unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly related GAAP financial measures due to the difficulty in forecasting when future amounts may occur. Such unavailable information could be significant for future results.

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Demographics

Our management structure and basis of presentation is divided into two business segments, Consumer Bank and Commercial Bank. Note 17 (“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.

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

The Commercial Bank consists of the Commercial and Institutional operating segments. The Commercial operating segment is a full-service, commercial banking platform that focuses primarily 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 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.

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 2025 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 2025 Form 10-K under the heading “Supervision and Regulation — Regulatory Capital and Liquidity 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 March 31, 2026, 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 March 31, 2026 (c)
Common Equity Tier 1			4.50		%	3.20		%	7.70		%	11.40		%
Tier 1 Capital			6.00			3.20			9.20			13.03
Total Capital			8.00			3.20			11.20			15.18
Leverage (a)			4.00			N/A			4.00			10.47

(a)As a standardized approach banking organization, KeyCorp is not subject to the 3% supplementary leverage ratio requirement.

(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. KeyCorp’s stress capital buffer is 3.20% as of October 1, 2025.

(c)March 31, 2026 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

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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.

As of March 31, 2026, KeyBank (consolidated) satisfied the risk-based and leverage capital requirements necessary to be considered “well capitalized” for purposes of the revised PCA 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.

Recent regulatory capital-related developments

On March 19, 2026, the federal banking agencies issued three proposals that would make significant changes to the Regulatory Capital Rules. The agencies said that these proposals would streamline capital requirements and would better align regulatory capital with risk. One proposal would implement the final elements of the Basel III capital framework (the “Basel III Proposal”). The Basel III Proposal would establish a new approach for calculating risk-based capital ratios, “expanded risk-based approach (“ERBA”)”, that would include requirements for credit risk, equity risk, and operational risk and would increase risk sensitivity by varying capital requirements according to various risk factors. The Basel III Proposal would also establish a new framework for determining market risk capital requirements. The Basel III Proposal would apply to Category I and II banking organizations, and the market risk component of this proposal would also apply to other banking organizations with significant trading activity. All other banking organizations (including Category IV banking organizations such as KeyCorp and KeyBank) would have the option to have their capital requirements determined under the ERBA contained in this proposal.

A second proposal issued by the federal banking agencies on March 19, 2026 would revise the standardized approach for calculating risk-based capital ratios used by most banking organizations, including Category IV banking organizations such as KeyCorp and KeyBank (the “Standardized Approach Proposal”). The Standardized Approach Proposal would increase the calibration and risk sensitivity of risk weights for certain traditional lending activities. Among other things, the proposal would reduce the risk weight applicable to corporate exposures and would introduce a broader range of risk weights for residential mortgages based on more granular risk factors. Also, the Standardized Approach Proposal and the Basel III Proposal would modify the definition of capital by removing the threshold-based deduction for mortgage servicing assets, and the Standardized Approach Proposal would require Category III and IV banking organizations to include most components of AOCI, including net unrealized gains and losses on available-for-sale securities, in regulatory capital subject to a five-year transition.

A third capital-related proposal issued on March 19, 2026 was a proposal from the Federal Reserve to (1) modify the Global Systemically Important Bank (“GSIB”) capital surcharge, which applies to U.S. global systemically important BHCs (not including KeyCorp) and (2) amend the Systemic Risk Report (FR Y-15), which is used to collect systemic risk data from BHCs with total consolidated assets of $100 billion or more (including KeyCorp). The agencies indicated that the capital-related proposals they issued on March 19, 2026 replace the capital-related proposal they issued in July of 2023. Comments on the new proposals are due by June 18, 2026.

Capital planning, stress testing, and stress capital buffer

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. On August 29, 2025, the Federal Reserve published the updated stress capital buffer requirements for large BHCs, including BHCs like KeyCorp that did not participate in the supervisory stress test in 2025. KeyCorp’s updated stress capital buffer is 3.2% (based on the results of KeyCorp’s 2024 supervisory stress test and adjusted for

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KeyCorp’s planned common stock dividends as set forth in KeyCorp’s 2025 capital plan). This stress capital buffer became effective on October 1, 2025. On February 4, 2026, the Federal Reserve announced that it would maintain the current stress capital buffer requirements until 2027 for the BHCs that are subject to its supervisory stress tests (rather than updating the requirements in 2026) so that the Federal Reserve will be able to consider public feedback on its stress test models before setting the new requirements.

See Item 1. Business of our 2025 Form 10-K under the heading “Supervision and Regulation - Regulatory Capital and Liquidity Requirements - Capital planning, stress testing, and stress capital buffer” for a discussion of other developments concerning capital planning, stress testing, and stress capital buffer requirements.

Recovery plans

On March 31, 2026, the OCC issued a final rule to rescind its recovery planning guidelines that applied to banks with average total consolidated assets of at least $100 billion (including KeyBank). In rescinding these guidelines, the OCC stated that the guidelines were overly prescriptive and imposed an unnecessary regulatory burden on the covered institutions. The OCC said that it would still expect all institutions that it regulates to have appropriate risk management processes in place to address all material risks in their operating environment and to maintain a formal contingency funding plan that considers a range of possible stress scenarios, assesses the stability of funding during periods of stress, and provides for a broad range of funding sources under adverse conditions.

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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 March 31, 2025, to the three months ended March 31, 2026 (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 $1.23 billion for the first quarter of 2026 and the net interest margin was 2.87%. Compared to the first quarter of 2025, net interest income (TE) increased $125 million and net interest margin increased by 29 basis points. These increases were driven by a reduction in deposit costs as a result of declining interest rates and proactive deposit beta management, the reinvestment of proceeds from maturing low-yielding investment securities and fixed-rate swaps into higher-yielding investments, and a shift in the balance sheet composition to a more favorable mix of higher-yielding commercial and industrial loans. These benefits were partially offset by the impact of lower interest rates on variable-rate earning assets.

Average loans were $107.7 billion for the first quarter of 2026, an increase of $3.4 billion compared to the first quarter of 2025. Average commercial loans increased by $5.7 billion, primarily due to an increase in commercial and industrial loans. Average consumer loans declined by $2.3 billion, reflective of broad-based declines across all consumer loan categories.

Average deposits totaled $147.3 billion for the first quarter of 2026, a decrease of $1.2 billion compared to the year-ago quarter, driven by the intentional runoff of brokered CDs.

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 March 31, 2026												Three months ended March 31, 2025												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)			$	59,149		$	843		5.76		%				$	53,746		$	800		6.04		%				$	78		$	(35)		$	43
Real estate — commercial mortgage			13,902			198			5.76						13,061			192			5.96						12			(6)			6
Real estate — construction			2,803			45			6.50						2,905			49			6.87						(2)			(2)			(4)
Commercial lease financing			2,213			21			3.81						2,653			23			3.52						(4)			2			(2)
Total commercial loans			78,067			1,107			5.73						72,365			1,064			5.96						84			(41)			43
Real estate — residential mortgage			18,593			155			3.34						19,737			165			3.33						(10)			—			(10)
Home equity loans			5,609			74			5.35						6,248			86			5.60						(9)			(3)			(12)
Other consumer loans			4,558			58			5.16						5,087			63			5.01						(7)			2			(5)
Credit cards			910			30			13.24						917			32			14.04						—			(2)			(2)
Total consumer loans			29,670			317			4.30						31,989			346			4.35						(26)			(3)			(29)
Total loans			107,737			1,424			5.35						104,354			1,410			5.47						58			(44)			14
Loans held for sale			1,092			14			4.99						815			14			6.70						4			(4)			—
Securities available for sale (b), (e)			39,403			370			3.59						39,321			392			3.70						1			(23)			(22)
Held-to-maturity securities (b)			8,795			86			3.91						7,274			63			3.46						14			9			23
Trading account assets			865			11			4.96						1,296			17			5.20						(5)			(1)			(6)
Short-term investments			11,134			103			3.74						15,211			174			4.63						(41)			(30)			(71)
Other investments			1,075			5			1.97						935			9			3.73						1			(5)			(4)
Total earning assets			170,101			2,013			4.71						169,206			2,079			4.86						32			(98)			(66)
Allowance for loan and lease losses			(1,419)												(1,401)
Accrued income and other assets			17,567												18,285
Discontinued assets			204												254
Total assets			$	186,453											$	186,344
LIABILITIES
Money market deposits			$	42,732		$	223		2.12		%				$	42,007		$	275		2.65		%				$	5		$	(57)		$	(52)
Demand deposits			61,478			279			1.84						57,460			310			2.19						21			(52)			(31)
Savings deposits			4,378			1			0.04						4,610			1			0.06						—			—			—
Time deposits			11,777			95			3.26						16,625			167			4.09						(43)			(29)			(72)
Total interest-bearing deposits			120,365			598			2.01						120,702			753			2.53						(17)			(138)			(155)
Federal funds purchased and securities sold under repurchase agreements			1,539			14			3.69						100			1			3.94						13			—			13
Bank notes and other short-term borrowings			2,585			20			3.20						2,273			27			4.74						3			(10)			(7)
Long-term debt (f)			10,186			151			5.96						11,779			193			6.61						(25)			(17)			(42)
Total interest-bearing liabilities			134,675			783			2.35						134,854			974			2.92						(26)			(165)			(191)
Noninterest-bearing deposits			26,934												27,840
Accrued expense and other liabilities			4,248												4,764
Discontinued liabilities (f)			204												254
Total liabilities			166,061												167,712
EQUITY
Key shareholders’ equity			20,392												18,632
Total liabilities and equity			$	186,453											$	186,344
Interest rate spread (TE)									2.36		%										1.94		%
Net interest income (TE) and net interest margin (TE)						$	1,230		2.87		%							$	1,105		2.58		%				$	58		$	67		125
TE adjustment (b)						8												9
Net interest income, GAAP basis						$	1,222											$	1,096

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

(b)Interest income on tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory federal income tax rate of 21% for the three months ended March 31, 2026, and March 31, 2025.

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

(d)Commercial and industrial average balances include $205 million and $213 million of assets from commercial credit cards for the three months ended March 31, 2026, and March 31, 2025, 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 $41.5 billion and $42.7 billion for the three months ended March 31, 2026 and March 31, 2025, respectively. Yield based on the fair value of securities available for sale was 3.75% and 3.99% for the three months ended March 31, 2026 and March 31, 2025, 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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Provision for credit losses

    

Key’s provision for credit losses was $106 million for the three months ended March 31, 2026, compared to $118 million for the three months ended March 31, 2025. The decrease from the year-ago period reflects both lower net-charge-offs and more stable reserve levels.

Noninterest income

As shown in Figure 4, noninterest income was $723 million for the first quarter of 2026, compared to $668 million for the year-ago quarter.

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

Figure 4. Noninterest Income

			Three Months Ended March 31,						Percent Change
Dollars in millions			2026			2025
Trust and investment services income			$	157		$	139		12.9		%
Investment banking and debt placement fees			197			175			12.6
Cards and payments income			86			82			4.9
Service charges on deposit accounts			77			69			11.6
Corporate services income			71			65			9.2
Commercial mortgage servicing fees			62			76			(18.4)
Corporate-owned life insurance income			34			33			3.0
Consumer mortgage income			13			13			—
Operating lease income and other leasing gains			8			9			(11.1)
Other income			18			7			157.1
Total noninterest income			$	723		$	668		8.2		%

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 or administration that primarily generate certain trust and asset management fees are shown in Figure 5. For the three months ended March 31, 2026, trust and investment services income was up $18 million, or 12.9%, compared to the same period one year ago. This was primarily due to an increase in investment management income and other fees associated with higher assets under management.

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 March 31, 2026, our bank, trust, and registered investment advisory subsidiaries had assets under management of $69.8 billion, up 14.3% compared to March 31, 2025. The increase was driven by continued net positive cash in-flows and market impacts on portfolios.

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Figure 5. Assets Under Management or Administration

Dollars in millions			March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025
Discretionary assets under management by investment type:
Equity			$	37,071		$	37,433		$	37,919		$	35,987		$	33,478
Fixed income			16,100			15,500			15,183			14,591			14,290
Money market			7,180			8,144			6,595			6,420			6,851
Total discretionary assets under management			60,351			61,077			59,697			56,998			54,619
Non-discretionary assets under administration			9,405			8,887			8,158			7,246			6,434
Total			$	69,756		$	69,964		$	67,855		$	64,244		$	61,053

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 March 31, 2026, investment banking and debt placement fees were up $22 million, or 12.6%, compared to the same period a year ago. The increase reflects higher investment banking fees and related activity in our mergers and acquisitions and equity new issue underwriting businesses.

Cards and payments income

Cards and payments income, which consists of debit card, prepaid card, consumer and commercial credit card, and merchant services income, increased $4 million or 4.9% for the three months ended March 31, 2026, compared to the same period one year ago. The increase was primarily a result of higher merchant services income and higher credit card spend volume slightly offset by higher credit card reward costs.

Service charges on deposit accounts

Service charges on deposit accounts increased $8 million, or 11.6%, for the three months ended March 31, 2026, compared to the same period one year ago. The increase was driven by account analysis fees.

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. Net other noninterest income for the three months ended March 31, 2026, increased $3 million, or 1.5%, from the year-ago quarter. This net change resulted from higher corporate services income reflective of growth in loan commitment fees, foreign exchange trading gains, and non-yield loan fees, coupled with higher other noninterest income from increases in deposit network fees and lower realized losses on non-customer derivatives activity. Offsetting this net increase were lower commercial mortgage servicing fees reflective of lower special servicing and other miscellaneous ancillary fees.

Noninterest expense

As shown in Figure 6, noninterest expense was $1.2 billion for the first quarter of 2026, compared to $1.1 billion for the first quarter of 2025.

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

			Three Months Ended March 31,						Percent Change
Dollars in millions			2026			2025
Personnel			$	743		$	680		9.3		%
Net occupancy			68			67			1.5
Computer processing			111			107			3.7
Business services and professional fees			36			40			(10.0)
Equipment			19			20			(5.0)
Operating lease expense			7			11			(36.4)
Marketing			18			21			(14.3)
Other expense			179			185			(3.2)
Total noninterest income			$	1,181		$	1,131		4.4		%

Personnel

Personnel expense, the largest category of our noninterest expense, increased by $63 million, or 9.3%, for the three months ended March 31, 2026, compared to the same period one year ago. The increase was primarily related to continued investments in people, employee benefits, and incentive compensation associated with noninterest income growth.

Figure 7. Personnel Expense

Dollars in millions			Three Months Ended March 31,						Percent Change
			2026			2025
Salaries and contract labor			$	439		$	405		8.4		%
Incentive and stock-based compensation (a)			172			158			8.9
Employee benefits			127			109			16.5
Severance			5			8			(37.5)
Total personnel expense			$	743		$	680		9.3		%

(a)Excludes directors’ stock-based compensation of $1 million and $1 million for the three months ended March 31, 2026, and March 31, 2025, respectively, reported as “other expense” in Figure 6.

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 March 31, 2026, decreased $13 million, or 2.9%, from the year-ago quarter, primarily due to declines in technology consulting and legal expenditures, operating lease costs, and marketing spend.

Income taxes

We recorded tax expense of $136 million for the first quarter of 2026 and tax expense of $109 million for the first quarter of 2025.

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.

Additional information pertaining to how our tax expense (benefit) and the resulting effective tax rates were derived is included in Note 13 (“Income Taxes”) beginning on page 153 of our 2025 Form 10-K.

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Business Segment Results

This section summarizes the financial performance of our two major business segments (operating segments): Consumer Bank and Commercial Bank. Note 17 (“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 59 of our 2025 Form 10-K. Dollars in the charts are presented in millions.

Consumer Bank

Summary of operations

			Three Months Ended March 31,									Percent
Dollars in millions			2026			2025						Change
Summary of operations
Net interest income (TE)			$	738		$	706					4.5		%
Noninterest income			240			226						6.2
Total revenue (TE)			978			932						4.9
Provision for credit losses			40			43						(7.0)
Noninterest expense			709			675						5.0
Income (loss) before income taxes (TE)			229			214						7.0
Allocated income taxes (benefit) and TE adjustments			56			51						9.8
Net income (loss) attributable to Key			$	173		$	163					6.1		%
Average loans and leases
Real estate — residential mortgage			$	18,589		$	19,728					(5.8)		%
Home equity loans			5,564			6,214						(10.5)
Other consumer loans			4,569			5,078						(10.0)
Credit cards			910			917						(.8)
Commercial loans			4,373			4,882						(10.4)
Total loans and leases			$	34,005		$	36,819					(7.6)		%
Average deposits
Money market deposits			$	35,920		$	33,533					7.1		%
Demand deposits			23,214			22,772						1.9
Savings deposits			4,199			4,392						(4.4)
Time deposits			10,610			13,318						(20.3)
Noninterest-bearing deposits			13,853			14,291						(3.1)
Total deposits			$	87,796		$	88,306					(.6)		%
Credit-related statistics
Nonperforming assets at period end			$	270		$	278
Net loan charge-offs			40			52
Net loan charge-offs to average total loans			0.48		%	0.57		%

•Net income attributable to Key of $173 million for the first quarter of 2026, compared to $163 million for the year-ago quarter

•Taxable-equivalent net interest income attributable to the Consumer Bank increased $32 million, or 4.5%, compared to the first quarter of 2025

•Average loans and leases decreased $2.8 billion, or 7.6%, from the first quarter of 2025, reflective of broad-based declines across all loan categories

•Average deposits decreased $510 million, or 0.6%, from the first quarter of 2025, driven by lower time deposits, partially offset by an increase in money market deposits

•Provision for credit losses decreased $3 million compared to the first quarter of 2025, driven by lower charge-offs

•Noninterest income increased $14 million, or 6.2%, from the first quarter of 2025, primarily driven by higher trust and investment services income

•Noninterest expense increased $34 million, or 5.0%, from the first quarter of 2025, primarily driven by higher support and overhead expense

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Commercial Bank

Summary of operations

			Three Months Ended March 31,									Percent
Dollars in millions			2026			2025						Change
Summary of operations
Net interest income (TE)			$	672		$	636					5.7		%
Noninterest income			445			411						8.3
Total revenue (TE)			1,117			1,047						6.7
Provision for credit losses			70			75						(6.7)
Noninterest expense			474			464						2.2
Income (loss) before income taxes (TE)			573			508						12.8
Allocated income taxes (benefit) and TE adjustments			122			109						11.9
Net income (loss) attributable to Key			$	451		$	399					13.0		%
Average loans and leases
Commercial and industrial			$	55,540		$	49,944					11.2		%
Real estate — commercial mortgage			12,692			11,679						8.7
Real estate — construction			2,704			2,789						(3.0)
Commercial lease financing			2,204			2,634						(16.3)
Other loans			6			12						(50.0)
Total loans and leases			$	73,146		$	67,058					9.1		%
Average deposits
Money market deposits			$	6,811		$	8,368					(18.6)		%
Demand deposits			39,072			35,379						10.4
Other deposits			429			568						(24.5)
Noninterest-bearing deposits			12,615			13,166						(4.2)
Total deposits			$	58,929		$	57,481					2.5		%
Credit-related statistics
Nonperforming assets at period end			$	422		$	422
Net loan charge-offs			64			57
Net loan charge-offs to average total loans			0.35		%	0.34		%

•Net income attributable to Key of $451 million for the first quarter of 2026, compared to $399 million for the year-ago quarter

•Taxable-equivalent net interest income attributable to the Commercial Bank increased $36 million or 5.7%, compared to the first quarter of 2025

•Average loan and lease balances increased $6.1 billion, or 9.1%, compared to the first quarter of 2025, driven by an increase in commercial and industrial loans

•Average deposit balances increased $1.4 billion, or 2.5%, compared to the first quarter of 2025, driven by higher client deposits

•Provision for credit losses decreased $5 million compared to the first quarter of 2025, driven by more stable reserves, partially offset by higher net charge-offs

•Noninterest income increased $34 million, or 8.3%, from the first quarter of 2025, primarily driven by an increase in investment banking and debt placement fees and service charges on deposit accounts

•Noninterest expense increased $10 million, or 2.2%, compared to the first quarter of 2025, primarily driven by an increase in support and overhead expense

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Financial Condition

Loans and loans held for sale

Figure 8. Composition of Loans at March 31, 2026

						March 31, 2026												December 31, 2025
Dollars in millions						Amount						Percent   of Total						Amount						Percent   of Total
COMMERCIAL
Commercial and industrial (a)						$	60,651					55.5		%				$	57,688					54.1		%
Commercial real estate:
Commercial mortgage						14,144						12.9						13,707						12.9
Construction						2,801						2.6						2,844						2.7
Total commercial real estate loans						16,945						15.5						16,551						15.6
Commercial lease financing						2,200						2.0						2,270						2.1
Total commercial loans						79,796						73.0						76,509						71.8
CONSUMER
Real estate — residential mortgage						18,483						16.9						18,732						17.6
Home equity loans						5,528						5.1						5,703						5.3
Other consumer loans						4,477						4.1						4,644						4.4
Credit cards						906						0.9						953						0.9
Total consumer loans						29,394						27.0						30,032						28.2
Total loans (b)						$	109,190					100.0		%				$	106,541					100.0		%

(a)Loan balances include $207 million and $218 million of commercial credit card balances at December 31, 2026, and March 31, 2025, respectively.

(b)Total loans exclude loans of $194 million at December 31, 2026, and $205 million at March 31, 2025, related to the discontinued operations of the education lending business.

At March 31, 2026, total loans outstanding from continuing operations were $109.2 billion, compared to $106.5 billion at December 31, 2025. 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 108 of our 2025 Form 10-K.

Commercial loan portfolio

Commercial loans outstanding were $79.8 billion at March 31, 2026, an increase of $3.3 billion, or 4.3%, compared to December 31, 2025, primarily driven by growth in the commercial and industrial loan portfolios.

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Figure 9 provides our commercial loan portfolios by industry classification at March 31, 2026, and December 31, 2025.

Figure 9. Commercial Loans by Industry

March 31, 2026			Commercial and industrial						Commercial real estate						Commercial lease financing						Total commercial loans						Percent of total
Dollars in millions
Industry classification:
Agriculture			$	947					$	121					$	75					$	1,143					1.4		%
Automotive			2,384						644						—						3,028						3.8
Business services			3,236						247						110						3,593						4.5
Commercial real estate			8,551						12,147						1						20,699						25.9
Construction materials and contractors			2,244						274						136						2,654						3.3
Consumer goods			3,872						584						211						4,667						5.8
Consumer services			4,309						795						242						5,346						6.7
Equipment			1,674						148						40						1,862						2.3
Finance			13,460						99						166						13,725						17.3
Healthcare			2,474						1,431						112						4,017						5.0
Materials and extraction			2,190						217						99						2,506						3.1
Oil and gas			2,015						55						12						2,082						2.6
Public exposure			1,740						7						286						2,033						2.5
Technology			1,173						16						75						1,264						1.7
Transportation			990						132						288						1,410						1.8
Utilities			9,056						—						340						9,396						11.8
Other			336						28						7						371						0.5
Total			$	60,651					$	16,945					$	2,200					$	79,796					100.0		%
December 31, 2025			Commercial and industrial						Commercial real estate						Commercial lease financing						Total commercial loans						Percent of total
Dollars in millions
Industry classification:
Agriculture			$	908					$	110					$	76					$	1,094					1.4		%
Automotive			2,475						610						—						3,085						4.0
Business services			3,228						227						85						3,540						4.6
Commercial real estate			8,124						12,045						1						20,170						26.4
Construction materials and contractors			1,978						238						153						2,369						3.1
Consumer goods			3,541						547						213						4,301						5.6
Consumer services			4,081						799						251						5,131						6.7
Equipment			1,586						153						45						1,784						2.3
Finance			12,165						96						167						12,428						16.3
Healthcare			2,714						1,334						133						4,181						5.5
Materials and extraction			2,105						177						104						2,386						3.1
Oil and gas			2,051						28						13						2,092						2.7
Public exposure			1,654						7						306						1,967						2.6
Technology			1,009						17						82						1,108						1.5
Transportation			1,022						121						276						1,419						1.9
Utilities			8,686						—						358						9,044						11.8
Other			361						42						7						410						0.5
Total			$	57,688					$	16,551					$	2,270					$	76,509					100.0		%

Commercial and industrial. Commercial and industrial loans are the largest component of our loan portfolio, representing 56% of our total loan portfolio at March 31, 2026, and 54% at December 31, 2025. This portfolio is approximately 92% variable rate and consists of loans originated primarily to large corporate, middle market, and small business clients.

Commercial and industrial loans totaled $60.7 billion at March 31, 2026, an increase of $3.0 billion, or 5.1%, compared to December 31, 2025. The increase was driven by loans to the Finance industry, which primarily includes finance, insurance, and leasing companies.

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 70% 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 March 31, 2026, commercial real estate loans totaled $16.9 billion, which includes $14.1 billion of mortgage loans and $2.8 billion of construction loans. Compared to December 31, 2025, this portfolio increased $394 million, or 2.4%. Nonowner-occupied properties, generally properties for which at least 50% of the debt service is provided by

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rental income from nonaffiliated third parties, represented 81% of total commercial real estate loans outstanding at March 31, 2026.

Our overall construction loans constitute 17% of commercial real estate loans as of March 31, 2026 and December 31, 2025, respectively. 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 March 31, 2026, 75% 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 10, 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.

Figure 10. Commercial Real Estate Loans

			Geographic Region																					Total			Percent of Total			Construction			Commercial Mortgage
Dollars in millions			West			Southwest			Central			Midwest			Southeast			Northeast			National
March 31, 2026
Nonowner-occupied:
Data Center			$	—		$	—		$	18		$	—		$	34		$	—		$	618		$	670		4.0		%	$	296		$	375
Diversified			1			—			—			29			—			8			190			228			1.3			—			228
Industrial			38			1			85			154			223			163			255			919			5.4			67			852
Land & Residential			9			5			10			4			6			19			—			53			0.3			35			18
Lodging			1			—			8			4			19			65			66			163			1.0			—			163
Medical Office			35			—			30			1			20			66			43			195			1.2			11			184
Multifamily			1,202			288			1,389			1,263			1,721			1,250			478			7,591			44.8			2,107			5,484
Office			78			—			82			70			84			200			115			629			3.7			—			629
Retail			68			40			117			217			94			183			252			971			5.7			18			953
Self Storage			27			—			15			6			37			16			157			258			1.5			7			251
Senior Housing			96			95			35			102			181			80			187			776			4.6			94			682
Skilled Nursing			—			—			—			—			159			224			363			746			4.4			—			746
Student Housing			62			6			13			47			—			—			—			128			0.8			—			128
Other			5			9			99			28			52			28			130			351			2.1			—			350
Total nonowner-occupied			1,622			444			1,901			1,925			2,630			2,302			2,854			13,678			80.7			2,635			11,043
Owner-occupied			1,032			—			352			549			164			988			182			3,267			19.3			166			3,101
Total			$	2,654		$	444		$	2,253		$	2,474		$	2,794		$	3,290		$	3,036		$	16,945		100.0		%	$	2,801		$	14,144
Nonperforming loans			$	7		$	—		$	25		$	103		$	47		$	7		$	1		$	190		N/M			$	—		$	190
Accruing loans past due 90 days or more			—			—			1			—			83			5			—			89			N/M			1			88
Accruing loans past due 30 through 89 days			2			—			—			2			—			1			—			5			N/M			—			5

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			Geographic Region																					Total			Percent of Total			Construction			Commercial Mortgage
Dollars in millions			West			Southwest			Central			Midwest			Southeast			Northeast			National
December 31, 2025
Nonowner-occupied:
Data Center			$	—		$	—		$	—		$	—		$	24		$	—		$	671		$	695		4.2		%	$	272		$	423
Diversified			1			—			—			29			—			10			176			216			1.3			—			216
Industrial			37			1			77			154			262			166			211			908			5.5			72			836
Land & Residential			9			6			13			3			6			19			—			56			0.3			38			18
Lodging			1			—			8			4			33			40			60			146			0.9			—			146
Medical Office			35			—			31			1			20			63			43			193			1.2			9			184
Multifamily			1,303			356			1,328			1,201			1,762			1,228			404			7,582			45.8			2,150			5,432
Office			79			1			90			70			84			200			114			638			3.9			—			638
Retail			90			40			91			226			87			185			230			949			5.7			20			929
Self Storage			36			—			15			6			50			16			157			280			1.7			20			260
Senior Housing			90			95			35			103			181			81			192			777			4.7			94			683
Skilled Nursing			—			—			—			—			181			220			242			643			3.9			—			643
Student Housing			73			6			13			46			—			—			—			138			0.8			—			138
Other			5			8			12			27			47			31			129			259			1.6			—			259
Total nonowner-occupied			1,759			513			1,713			1,870			2,737			2,259			2,629			13,480			81.4			2,675			10,805
Owner-occupied			1,026			—			316			519			124			929			157			3,071			18.6			169			2,902
Total			$	2,785		$	513		$	2,029		$	2,389		$	2,861		$	3,188		$	2,786		$	16,551		100.0		%	$	2,844		$	13,707
Nonperforming loans			$	8		$	—		$	25		$	68		$	48		$	7		$	1		$	157		N/M			$	—		$	157
Accruing loans past due 90 days or more			—			—			2			1			26			5			—			34			N/M			1			33
Accruing loans past due 30 through 89 days			1			—			1			1			56			8			—			67			N/M			—			67

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 March 31, 2026, totaled $29.4 billion, a decrease of $638 million, or 2.1%, from December 31, 2025. The decrease was driven by declines across all consumer loan categories reflective of the intentional run-off of low-yielding loans.

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 March 31, 2026, representing 63% of consumer loans outstanding. This is followed by our home equity portfolio representing 19% of consumer loans outstanding at March 31, 2026. 

We held the first lien position for approximately 63% of the home equity portfolio at March 31, 2026 and December 31, 2025, respectively. 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 2025 Form 10-K.

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Figure 11 presents our consumer loans by geography.

Figure 11. Consumer Loans by State

Dollars in millions			Real estate — residential mortgage			Home equity loans			Other consumer loans			Credit cards			Total
March 31, 2026
Washington			$	3,952		$	822		$	195		$	82		$	5,051
Ohio			2,617			723			63			181			3,584
New York			598			1,549			686			309			3,142
Colorado			2,750			231			112			29			3,122
California			2,047			13			383			3			2,446
Oregon			1,120			474			82			40			1,716
Pennsylvania			370			382			287			60			1,099
Florida			664			36			327			12			1,039
Utah			745			205			50			16			1,016
Connecticut			607			193			97			28			925
Other			3,013			900			2,195			146			6,254
Total			$	18,483		$	5,528		$	4,477		$	906		$	29,394
December 31, 2025
Washington			$	4,030		$	844		$	202		$	85		$	5,161
Ohio			2,613			758			66			195			3,632
New York			626			1,587			702			326			3,241
Colorado			2,769			236			118			29			3,152
California			2,056			13			399			3			2,471
Oregon			1,145			487			85			41			1,758
Pennsylvania			378			395			296			62			1,131
Florida			675			36			343			13			1,067
Utah			759			215			53			17			1,044
Connecticut			618			200			100			29			947
Other			3,063			932			2,280			153			6,428
Total			$	18,732		$	5,703		$	4,644		$	953		$	30,032

Figure 12 summarizes our loan sales for the three months ended March 31, 2026, and all of 2025.

Figure 12. Loans Sold (Including Loans Held for Sale)

Dollars in millions			Commercial			Commercial Real Estate			Commercial Lease Financing			Residential Real Estate									Total
2026
First quarter			$	36		$	1,667		$	122		$	411								$	2,236
Total			$	36		$	1,667		$	122		$	411								$	2,236
2025
Fourth quarter			$	81		$	2,804		$	50		$	331								$	3,266
Third quarter			79			2,513			61			359									3,012
Second quarter			239			1,465			—			338									2,042
First quarter			89			1,355			27			260									1,731
Total			$	488		$	8,137		$	138		$	1,288								$	10,051

Figure 13 shows loans that are either administered or serviced by us, but not recorded on the balance sheet; this includes loans that were sold.

Figure 13. Loans Administered or Serviced

Dollars in millions			March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025
Commercial real estate loans			$	580,860		$	566,567		$	569,430		$	576,703		$	572,449
Residential mortgage			11,488			11,419			11,440			11,383			11,352
Education loans			143			152			161			170			179
Commercial lease financing			1,639			1,719			1,815			1,815			1,868
Commercial loans			572			576			585			589			596
Consumer direct			242			258			273			290			307
Consumer indirect			53			83			122			174			239
Total			$	594,997		$	580,774		$	583,826		$	591,124		$	586,990

In the event of default by a borrower, we are subject to recourse with respect to approximately $8.2 billion of the $595.0 billion of loans administered or serviced at March 31, 2026. These are primarily associated with commercial real estate loans administered or serviced. Additional information about this recourse arrangement is included in Note 14 (“Contingent Liabilities and Guarantees”) under the heading “Recourse agreement with FNMA.”

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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 $48.0 billion at March 31, 2026, compared to $48.2 billion at December 31, 2025. Available-for-sale securities were $38.9 billion at March 31, 2026, compared to $39.6 billion at December 31, 2025. Held-to-maturity securities were $9.1 billion at March 31, 2026, and $8.6 billion at December 31, 2025.

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”).

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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(c)
March 31, 2026
Remaining maturity:
One year or less			$	3,246					$	2		$	44		$	128					$	3,420		4.32		%
After one through five years			4,488						990			3,237			1,168						9,883			3.44
After five through ten years			41						6,749			11,173			2,203						20,166			3.55
After ten years			69						508			4,479			393						5,449			4.13
Fair value			$	7,844					$	8,249		$	18,933		$	3,892					$	38,918
Amortized cost(b)			$	7,842					$	10,003		$	19,308		$	4,243					$	41,396		3.67		%
Weighted-average yield(c)			4.15		%				1.89		%	4.57		%	2.89		%				3.67		%	—
Weighted-average maturity			1.5 years						7.9 years			10.6 years			6.7 years						7.8 years			—
December 31, 2025
Fair value			$	7,886					$	8,565		$	19,195		$	3,950					$	39,596
Amortized cost			7,842						10,269			19,451			4,284						41,846			3.67		%

(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 $38 million and $99 million as of March 31, 2026 and December 31, 2025, 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.

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)
March 31, 2026
Remaining maturity:
One year or less			$	33		$	—		$	233		$	42		$	8		$	316		2.68		%
After one through five years			1,178			358			744			2			12			2,294			3.53
After five through ten years			2,642			2,744			200			—			—			5,586			4.36
After ten years			50			63			807			—			—			920			3.35
Amortized cost			$	3,903		$	3,165		$	1,984		$	44		$	20		$	9,116		3.99		%
Fair value			$	3,703		$	3,136		$	1,840		$	43		$	20		$	8,742
Weighted-average yield(b)			3.78		%	4.90		%	3.00		%	2.01		%	4.49		%	3.99		%	—
Weighted-average maturity			6.4 years			6.3 years			8.6 years			0.3 years			1.5 years			6.8 years			—
December 31, 2025
Amortized cost			$	4,026		$	2,374		$	2,121		$	77		$	24		$	8,622		3.87		%
Fair value			3,858			2,373			1,983			75			24			8,313

(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.

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Deposits and other sources of funds

Figure 16. Breakdown of Deposits at March 31, 2026

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

Dollars in billions			March 31, 2026			December 31, 2025
Money market deposits			$	42.9		$	42.7
Demand deposits			61.7			61.3
Savings deposits			4.5			4.4
Time deposits			11.2			12.7
Noninterest bearing deposits			27.6			27.6
Total			$	147.8		$	148.7

Our highly diversified deposit base is our primary source of funding. At March 31, 2026, our deposits totaled $147.8 billion, a decrease of $898 million, compared to December 31, 2025.

Uninsured deposits totaled $66.5 billion and $66.2 billion at March 31, 2026 and December 31, 2025, 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			March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025
Uninsured deposits(a)			$	66.5		$	66.2		$	66.5		$	61.8		$	65.2
Total deposits			147.8			148.7			150.8			146.9			150.7
Uninsured % of Deposits			45		%	45		%	44		%	42		%	43		%
(a) Intercompany deposits and accrued interest excluded from uninsured deposits			$	12.9		$	12.8		$	13.2		$	12.5		$	12.4

As of March 31, 2026, approximately $12.3 billion of uninsured deposits were collateralized by government-backed securities compared to $12.0 billion as of December 31, 2025.

Wholesale funds, consisting of short-term borrowings and long-term debt, totaled $17.1 billion at March 31, 2026, compared to $11.0 billion at December 31, 2025. The change primarily reflects increases in bank notes and short-

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term borrowings, as well as issuances of long-term debt during 2026. 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 I, Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations under the heading “Risk Management - Liquidity risk management” of this report.

Capital

Our capital management objective is to maintain capital levels consistent with our risk appetite and of a sufficient amount to operate and support our clients under a wide range of economic conditions. Our current capital levels position us well to execute against our capital priorities including supporting organic growth, investing in our business, and providing an attractive return to our investors through dividends and share repurchases.

The following sections discuss certain ways we have deployed our capital. For further information, see the Consolidated Statements of Changes in Equity and Note 16 (“Shareholders' Equity”).

(a) Excludes shares repurchased related to equity compensation programs

Dividends

Consistent with our capital plan, we paid a quarterly dividend of $.205 per Common Share for the first quarter of 2026. Further information regarding the capital planning process and CCAR is included under the heading “Capital planning, stress testing, and stress capital buffer” beginning on page 14 in the “Supervision and Regulation” section of our 2025 Form 10-K.

Common shares outstanding

Our Common Shares are traded on the NYSE under the symbol KEY with 25,409 holders of record at March 31, 2026. Our book value per Common Share was $16.13 based on 1.1 billion shares outstanding at March 31, 2026, compared to $16.27 per Common Share based on 1.1 billion shares outstanding at December 31, 2025. At March 31, 2026, our tangible book value per Common Share was $13.60, compared to $13.77 per Common Share at December 31, 2025.

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

Figure 18. Changes in Common Shares Outstanding

			2026						2025
In thousands			First						Fourth			Third			Second			First
Shares outstanding at beginning of period			1,102,401						1,112,952			1,112,453			1,111,986			1,106,786
Share repurchases			(17,969)						(11,109)			—			—			—
Shares issued under employee compensation plans (net of cancellations and returns)			2,861						558			499			467			5,200
Shares outstanding at end of period			1,087,293						1,102,401			1,112,952			1,112,453			1,111,986

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In March 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. During the fourth quarter of 2025, we began repurchasing shares under the share repurchase program authorized by the Board of Directors in March 2025.

As shown in Figure 18 above, Common Shares outstanding decreased by 15 million shares during the first quarter of 2026, primarily attributed to shares repurchased in the open market partially offset by shares issued under employee compensation plans. Open market share repurchases, inclusive of shares repurchased from Scotiabank, totaled approximately $389 million in the first quarter of 2026.

At March 31, 2026, we had 169.4 million treasury shares, compared to 154.3 million treasury shares at December 31, 2025. The increase in treasury shares was primarily attributable to open market share repurchases. Going forward, we expect to reissue treasury shares as needed in connection with stock-based compensation awards and for other corporate purposes.

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 March 31, 2026. 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 2025 Form 10-K under the heading “Supervision and Regulation.” Our shareholders’ equity to assets ratio was 10.6% and 11.1% at March 31, 2026, and December 31, 2025, respectively. Our tangible common equity to tangible assets ratio was 8.0% and 8.4% at March 31, 2026, and December 31, 2025, 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 March 31, 2026, 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 March 31, 2026, and December 31, 2025, 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 21 (“Shareholders' Equity”) beginning on page 169 of our 2025 Form 10-K.

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Figure 19. Capital Components and Risk-Weighted Assets

			Dollars in millions			March 31, 2026			December 31, 2025
COMMON EQUITY TIER 1
Key shareholders’ equity (GAAP)						$	19,987		$	20,381
Less:			Preferred Stock (a)			2,446			2,446
			Common Equity Tier 1 capital before adjustments and deductions			17,541			17,935
Less:			Goodwill, net of deferred taxes			2,552			2,556
			Intangible assets, net of deferred taxes			5			7
			Deferred tax assets			167			136
			Net unrealized gains (losses) on available-for-sale securities, net of deferred taxes			(1,915)			(1,789)
			Accumulated gains (losses) on cash flow hedges, net of deferred taxes			(69)			68
			Amounts in AOCI attributed to pension and postretirement benefit costs, net of deferred taxes			(237)			(238)
			Total Common Equity Tier 1 capital			$	17,038		$	17,195
TIER 1 CAPITAL
Common Equity Tier 1						$	17,038		$	17,195
Additional Tier 1 capital instruments and related surplus						2,446			2,446
Less:			Deductions			—			—
			Total Tier 1 capital			$	19,484		$	19,641
TIER 2 CAPITAL
Tier 2 capital instruments and related surplus						$	1,461		$	1,522
Allowance for losses on loans and liability for losses on lending-related commitments (b)						1,752			1,747
Less:			Deductions			—			—
			Total Tier 2 capital			3,213			3,269
			Total risk-based capital			$	22,697		$	22,910
RISK-WEIGHTED ASSETS (d)						$	149,484		$	145,933
AVERAGE QUARTERLY TOTAL ASSETS						$	186,031		$	187,035
CAPITAL RATIOS (d)
Tier 1 risk-based capital						13.03		%	13.46		%
Total risk-based capital						15.18		%	15.70		%
Leverage (c)						10.47		%	10.50		%
Common Equity Tier 1						11.40		%	11.78		%

(a)Net of capital surplus.

(b)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 $11 million and $11 million of allowance classified as “discontinued assets” on the balance sheet at March 31, 2026, and December 31, 2025, respectively.

(c)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.

(d)March 31, 2026 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 that come with related risks. The most significant risks we face are credit, compliance, operational, liquidity, market, strategic, model, and technology risks. We manage such risks across the entire enterprise to maintain safety and soundness and maximize profitable growth. Certain of these risks are defined and discussed in greater detail in the remainder of this section. Our definition, philosophy, and approach to risk management have not materially changed from the discussion presented under the heading “Risk Management” beginning on page 74 of our 2025 Form 10-K.

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 111 of our 2025 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 March 31, 2026, 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 spread 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 (“Board 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 Board 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 77 of our 2025 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. For more information regarding our VaR model, its governance, and assumptions, see “Market Risk Management” on page 77 of our 2025 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. Backtesting exceptions occur when daily held profit and loss exceeds VaR. There were two backtesting exceptions for KeyCorp during the past 250 trading days ended March 31, 2026, generally caused by large moves in rates. All KeyCorp backtesting exceptions are thoroughly reviewed in the context of VaR model use and performance.

The aggregate VaR at the 99% confidence level with a one day holding period for all covered positions was less than $1 million at March 31, 2026, and $1.5 million at March 31, 2025. 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 March 31, 2026, and March 31, 2025.

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Figure 20. VaR for Significant Portfolios of Covered Positions

			2026															2025
			Three months ended March 31,															Three months ended March 31,
Dollars in millions			High			Low			Mean			March 31,						High			Low			Mean			March 31,
Trading account assets:
Fixed income			$	1.3		$	0.3		$	.6		$	.3					$	1.6		$	0.5		$	1.2		$	1.3
Derivatives:
Interest rate			$	0.2		$	0.1		$	0.1		$	0.1					$	0.5		$	0.1		$	0.2		$	0.1

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 $1.1 million at March 31, 2026, and $4.5 million at March 31, 2025. 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 March 31, 2026, and March 31, 2025. Changes in VaR are dependent on portfolio composition, inventory levels, and other market factors.

Figure 21. Stressed VaR for Significant Portfolios of Covered Positions

			2026															2025
			Three months ended March 31,															Three months ended March 31,
Dollars in millions			High			Low			Mean			March 31,						High			Low			Mean			March 31,
Trading account assets:
Fixed income			$	2.2		$	.6		$	1.6		$	.8					$	5.2		$	2.6		$	3.9		$	4.2
Derivatives:
Interest rate			$	0.2		$	0.1		$	0.2		$	0.2					$	0.3		$	0.1		$	0.1		$	0.1

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 $5 million at March 31, 2026, 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.

•“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.

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•“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 March 31, 2026, and March 31, 2025. At March 31, 2026, our simulated exposure to changes in interest rates remained relatively neutral. The exposure to declining rates has changed from (0.39)% as of March 31, 2025 to 0.12% as of March 31, 2026, while the exposure to rising rates has changed from 1.41% as of March 31, 2025 to 0.38% as of March 31, 2026.

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 reduce net interest income over the same period by more than 5.0%, revised mid-2025 from 5.5% to reflect tighter risk management. Current modeled exposure is within Board-approved tolerances.

Figure 22. Simulated Change in Net Interest Income

			March 31, 2026						March 31, 2025
Basis point change assumption			-200			+200			-200			+200
Tolerance level			(5.00)		%	(5.00)		%	(5.50)		%	(5.50)		%
Interest rate risk assessment			0.12		%	0.38		%	(0.39)		%	1.41		%

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, consumer 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 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.

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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 21 basis points. A five percentage point increase or decrease in the interest-bearing deposit beta assumption changes the current simulation results by approximately 98 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 March 31, 2026.

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”).

Figure 23. Portfolio Swaps by Interest Rate Risk Management Strategy

			March 31, 2026
												Weighted-Average												December 31, 2025
Dollars in millions			Notional Amount			Fair Value						Maturity (Years)			Receive Rate			Pay Rate						Notional Amount			Fair Value
Receive fixed/pay variable — conventional loans			$	39,450		$	(78)					1.7			3.4		%	3.6		%				$	37,050		$	66
Receive fixed/pay variable — conventional debt			9,435			(227)						4.4			2.8			3.7						8,722			(198)
Receive fixed/pay variable — forward loans			—			—						—			—			—						2,200			40
Pay fixed/receive variable — conventional debt			50			—						2.3			3.9			3.6						50			—
Pay fixed/receive variable — securities			10,551			(39)						2.1			3.6			4.1						10,194			(100)
Total portfolio swaps			$	59,486		$	(344)		(a)			2.2			3.3		%	3.7		%				$	58,216		$	(192)		(a)
Floors — forward purchased			$	500		$	—					0.1			—		%	—		%				$	3,250		$	—
Floors — forward sold			500			—						0.1			—			—						3,250			—
Total floors			$	1,000		$	—					—			—		%	—		%				$	6,500		$	—

(a)Excludes accrued interest of $197 million at March 31, 2026, and accrued interest of $173 million at December 31, 2025.

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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 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 frequent. 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, disruptive 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 25-43 of our 2025 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 March 31, 2026, 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.

Figure 24. Credit Ratings

March 31, 2026

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-

BB

BB

Moody’s

Positive

P-2

N/A

Baa2

Baa2

Baa3

Ba1

Fitch Ratings, Inc.

Stable

F1

N/A

A-

N/A

BB+

BB+

DBRS, Inc.

Stable

R-1 (low)

N/A

A (low)

BBB (high)

BBB (high)

BBB (low)

KEYBANK

Standard & Poor’s

Stable

A-2

N/A

BBB+

BBB

N/A

N/A

Moody’s

Positive

P-2

P-1/A2

Baa1

Baa2

N/A

N/A

Fitch Ratings, Inc.

Stable

F1

F1/A

A-

BBB+

N/A

N/A

DBRS, Inc.

Stable

R-1 (low)

A

A

A (low)

N/A

N/A

(a)P-1 rating assigned by Moody’s is specific to KeyBank’s short-term bank deposit ratings. F1 assigned by Fitch Ratings, Inc. is specific to KeyBank’s short-term deposit ratings.

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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 75% as of March 31, 2026. 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 March 31, 2026, and December 31, 2025. As of March 31, 2026, our secured term borrowings were $6.1 billion, an increase compared to the fourth quarter of 2025 to fund seasonal deposit outflows and strong loan growth during the quarter.

Figure 25. Available Contingent Liquidity

Dollars in billions			March 31, 2026			December 31, 2025
Available contingent liquidity:
Unpledged securities			$	29.5		$	29.4
Net balances of federal funds sold and balances in our Federal Reserve account			11.6			9.3
Unused secured borrowing capacity at the Federal Reserve Bank of Cleveland			41.9			39.5
Unused secured borrowing capacity at the FHLB			13.1			18.9
Total			$	96.1		$	97.0

Liquidity programs

We have several liquidity programs, which are described in “Liquidity Risk Management” beginning on page 82 of our 2025 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 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

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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 and dividends for the next 24 months. At March 31, 2026, KeyCorp held $5.4 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 issuances. 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 first quarter of 2026, KeyBank paid $570 million in cash dividends to KeyCorp. As of March 31, 2026, KeyBank had regulatory capacity to pay $795 million in dividends to KeyCorp without prior regulatory approval.

On January 28, 2026, KeyCorp issued notes under the MTN program. KeyCorp issued $750 million of 5.305% Fixed-to-Floating Rate Senior Notes due January 28, 2037. Accordingly, at March 31, 2026, there was $12.5 billion available for issuance under the Medium-Term Note Program.

There were no bank note issuances during the first quarter. At March 31, 2026, there is $20.0 billion available for issuance under the KeyBank Bank Note Program.

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 48 of our 2025 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 three-month periods ended March 31, 2026, and March 31, 2025.

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 82 of our 2025 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.

Credit policy, approval, and evaluation

We manage credit risk exposure through a multifaceted program. The Credit Risk Committee recommends Significant Level 1 credit policies to the Board Risk Committee 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

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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 109 of our 2025 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 March 31, 2026, 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 $22 million, or 1.5%, from December 31, 2025. The increase in the ALLL from continuing operations primarily reflects the addition of qualitative reserves to account for elevated economic uncertainty driven by geopolitical tensions and potential downside risks from energy price volatility. These increases were partially offset by continued improvement in the commercial portfolio mix. The commercial ALLL increased by $19 million, or 1.8%, from December 31, 2025, through March 31, 2026. Our consumer ALLL increased $3 million, or 0.9%, from December 31, 2025, through March 31, 2026. 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

			March 31, 2026												December 31, 2025
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			$	767		52.9		%	55.5		%				$	745		50.6		%	54.1		%
Commercial real estate:
Commercial mortgage			253			17.5			12.9						252			19.2			12.9
Construction			51			3.5			2.6						55			3.5			2.7
Total commercial real estate loans			304			21.0			15.5						307			22.7			15.6
Commercial lease financing			26			1.8			2.0						26			1.7			2.1
Total commercial loans			1,097			75.7			73.0						1,078			75.0			71.8
Real estate — residential mortgage			69			4.8			16.9						66			4.7			17.6
Home equity loans			51			3.5			5.1						52			4.7			5.3
Other consumer loans			148			10.2			4.1						149			9.9			4.4
Credit cards			84			5.8			0.9						82			5.7			0.9
Total consumer loans			352			24.3			27.0						349			25.0			28.2
Total ALLL — continuing operations (a)			$	1,449		100.0		%	100.0		%				$	1,427		100.0		%	100.0		%

(a)Excludes allocations of the ALLL related to the discontinued operations of the education lending business in the amount of $11 million at March 31, 2026, and $11 million at December 31, 2025.

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.

Net loan charge-offs for the three months ended March 31, 2026, decreased $9 million compared to the year-ago quarter.

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

			2026						2025
Dollars in millions			First						Fourth			Third			Second			First
Commercial and industrial			$	80					$	62		$	66		$	75		$	52
Commercial real estate:
Commercial mortgage			1						19			27			5			36
Construction			—						—			—			—			—
Total commercial real estate loans			1						19			27			5			36
Commercial lease financing			—						4			—			2			—
Total commercial loans			81						85			93			82			88
Real estate — residential mortgage			(1)						—			(1)			(1)			—
Home equity loans			—						—			—			(1)			—
Other consumer loans			13						12			13			11			12
Credit cards			8						7			9			11			10
Total consumer loans			20						19			21			20			22
Total net loan charge-offs			$	101					$	104		$	114		$	102		$	110

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

			2026						2025
Dollars in millions			First						Fourth			Third			Second			First
Commercial and industrial			0.55		%				0.43		%	0.46		%	0.54		%	0.40		%
Commercial real estate:
Commercial mortgage			0.03						0.56			0.78			0.18			1.09
Construction			—						—			0.04			—			—
Total commercial real estate loans			0.02						0.46			0.66			0.15			0.89
Commercial lease financing			0.01						0.73			0.03			0.27			(0.01)
Total commercial loans			0.42						0.44			0.49			0.44			0.49
Real estate — residential mortgage			(0.02)						(0.01)			(0.01)			(0.02)			—
Home equity loans			—						0.05			(0.04)			(0.02)			(0.02)
Other consumer loans			1.16						0.96			0.98			0.92			0.98
Credit cards			3.77						3.44			4.00			4.24			4.69
Total consumer loans			0.28						0.26			0.26			0.25			0.29
Total net loan charge-offs to average loans			0.38		%				0.39		%	0.42		%	0.39		%	0.43		%

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

			Three months ended March 31,
Dollars in millions			2026			2025
Average loans outstanding			$	107,737		$	104,354
Allowance for loan and lease losses at beginning of period			$	1,427		$	1,409
Loans charged off:
Commercial and industrial			$	90		$	62
Commercial real estate:
Commercial mortgage			1			36
Construction			—			—
Total commercial real estate loans(a)			1			36
Commercial lease financing			—			—
Total commercial loans			91			98
Real estate — residential mortgage			—			1
Home equity loans			1			1
Other consumer loans			15			14
Credit cards			10			12
Total consumer loans			26			28
Total loans charged off			117			126
Recoveries:
Commercial and industrial			10			10
Commercial real estate:
Commercial mortgage			—			—
Construction			—			—
Total commercial real estate loans(a)			—			—
Commercial lease financing			—			—
Total commercial loans			10			10
Real estate — residential mortgage			1			1
Home equity loans			1			1
Other consumer loans			2			2
Credit cards			2			2
Total consumer loans			6			6
Total recoveries			16			16
Net loan charge-offs			(101)			(110)
Provision (credit) for loan and lease losses			123			130
Allowance for loan and lease losses at end of period			$	1,449		$	1,429
Liability for credit losses on lending-related commitments at beginning of period			$	313		$	290
Provision (credit) for losses on lending-related commitments			(17)			(12)
Other			—			—
Liability for credit losses on lending-related commitments at end of period(b)			$	296		$	278
Total allowance for credit losses at end of period			$	1,745		$	1,707
Net loan charge-offs to average total loans			0.38		%	0.43		%
Allowance for loan and lease losses to period-end loans			1.33			1.36
Allowance for credit losses to period-end loans			1.60			1.63
Allowance for loan and lease losses to nonperforming loans			212.5			208.3
Allowance for credit losses to nonperforming loans			255.9			248.8
Discontinued operations — education lending business:
Loans charged off			$	1		$	1
Recoveries			—			—
Net loan charge-offs			$	(1)		$	(1)

(a)See Figure 10 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 March 31, 2026, increased $65 million from December 31, 2025. The increase was driven by two idiosyncratic exposures within the utilities and multifamily real estate sectors. Management does not view this activity as indicative of broader credit deterioration, and these exposures are actively managed and well reserved. 

See Note 1 (“Summary of Significant Accounting Policies”) of our 2025 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			March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025
Commercial and industrial			$	284		$	256		$	253		$	280		$	288
Commercial real estate:
Commercial mortgage			190			157			214			226			206
Construction			—			—			—			—			—
Total commercial real estate loans(a)			190			157			214			226			206
Commercial lease financing			6			7			—			—			—
Total commercial loans(b)			480			420			467			506			494
Real estate — residential mortgage			115			104			98			95			94
Home equity loans			76			80			82			84			87
Other consumer loans			4			4			4			4			4
Credit cards			7			7			7			7			7
Total consumer loans			202			195			191			190			192
Total nonperforming loans			682			615			658			696			686
OREO			10			9			10			11			14
Nonperforming loans held for sale			—			3			—			—			—
Other nonperforming assets			—			—			—			—			—
Total nonperforming assets			$	692		$	627		$	668		$	707		$	700
Accruing loans past due 90 days or more			$	153		$	99		$	110		$	74		$	86
Accruing loans past due 30 through 89 days			137			220			254			266			281
Nonperforming assets from discontinued operations — education lending business			2			2			2			2			1
Nonperforming loans to period-end portfolio loans			0.62		%	0.58		%	0.62		%	0.65		%	0.65		%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets			0.63			0.59			0.63			0.66			0.67

(a)See Figure 10 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 9 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

			2026						2025
Dollars in millions			First						Fourth			Third			Second			First
Balance at beginning of period			$	615					$	658		$	696		$	686		$	758
Loans placed on nonaccrual status			253						248			210			233			170
Charge-offs			(117)						(124)			(140)			(127)			(126)
Loans sold			(2)						(7)			(13)			—			—
Payments			(37)						(124)			(68)			(74)			(57)
Transfers to OREO			(1)						(1)			(1)			(1)			(2)
Loans returned to accrual status			(29)						(35)			(26)			(21)			(57)
Balance at end of period			$	682					$	615		$	658		$	696		$	686

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 44 of our 2025 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
Dollars in millions						3/31/2026			12/31/2025			9/30/2025			6/30/2025			3/31/2025
Net interest income (GAAP)						$	1,222		$	1,215		$	1,184		$	1,141		$	1,096
Add:			Taxable-equivalent adjustment			8			8			9			9			9
			Noninterest income (GAAP)			723			782			702			690			668
Less:			Noninterest expense (GAAP)			1,181			1,241			1,177			1,154			1,131
			Pre-provision net revenue from continuing operations (non-GAAP)			$	772		$	764		$	718		$	686		$	642
Net income (loss) attributable to Key common shareholders (GAAP)						$	486		$	475		$	453		$	389		$	369
Average Key shareholders’ equity (GAAP)						$	20,392		$	20,388		$	19,664		$	19,268		$	18,632
Less:			Intangible assets (average)			2,758			2,762			2,767			2,772			2,777
			Preferred stock (average)			2,500			2,500			2,500			2,500			2,500
			Average tangible common equity (non-GAAP) (A)			$	15,134		$	15,126		$	14,397		$	13,996		$	13,355
Key shareholders’ equity (GAAP)						$	19,987		$	20,381		$	20,102		$	19,484		$	19,003
Less:			Intangible assets			2,757			2,760			2,765			2,770			2,774
			Preferred stock (a)			2,446			2,446			2,446			2,446			2,446
			Tangible common equity (non-GAAP) (B)			$	14,784		$	15,175		$	14,891		$	14,268		$	13,783
Total assets (GAAP)						$	188,663		$	184,381		$	187,409		$	185,499		$	188,691
Less:			Intangible assets			2,757			2,760			2,765			2,770			2,774
			Tangible assets (non-GAAP) (C)			$	185,906		$	181,621		$	184,644		$	182,729		$	185,917
Tangible common equity to tangible assets ratio (non-GAAP) (B/C)						8.0		%	8.4		%	8.1		%	7.8		%	7.4		%
Income (loss) from continuing operations attributable to Key common shareholders (GAAP) (D)						$	486		$	474		$	454		$	387		$	370
Return on average tangible common equity from continuing operations (non-GAAP) (D/A)						13.0		%	12.4		%	12.5		%	11.1		%	11.2		%

(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
Dollars in millions						3/31/2026			12/31/2025			9/30/2025			6/30/2025			3/31/2025
Adjusted noninterest expense
Noninterest expense (GAAP)						$	1,181		$	1,241		$	1,177		$	1,154		$	1,131
Adjustments:
			FDIC special assessment (other expense)			—			21			5			—			—
Adjusted noninterest expense (non-GAAP)						$	1,181		$	1,262		$	1,182		$	1,154		$	1,131

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 91 of our 2025 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 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 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 91 through 95 of our 2025 Form 10-K. During the three months ended March 31, 2026, we did not significantly alter the manner in which we applied our critical accounting policies or developed related assumptions and estimates.

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Accounting and Reporting Developments

Accounting Guidance Pending Adoption at March 31, 2026

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.
ASU 2025-08 Financial Instruments—Credit Losses (Topic 326): Purchased Loans			January 1, 2027 Early adoption is permitted.			This guidance expands the types of acquired financial assets that must use the gross‑up approach under ASC 326. Certain non‑PCD loans considered “seasoned” are now accounted for using the gross‑up approach at acquisition. All non‑PCD loans acquired in a business combination are considered “seasoned” and other acquired loans are considered “seasoned” if they were purchased at least 90 days after origination and the acquirer did not originate the loans. This guidance must be applied prospectively to loans that are acquired on or after the initial application date.			While we are currently evaluating the impact of this guidance on its financial condition and results of operations, we would also assess for early adoption upon any applicable future activity.
ASU 2025-09 Derivatives and Hedging (Topic 815) Hedge Accounting Improvements			January 1, 2027 Early adoption is permitted.			The accounting update expands cash flow hedge accounting by allowing the grouping of forecasted transactions with similar risk exposures. It introduces a model that allows entities to hedge forecasted interest payments on certain variable rate debt using simplified assumptions. The guidance also broadens hedge accounting for nonfinancial forecasted transactions, permitting eligible components of spot and forward purchases or sales to be designated as hedged risks. The amendments update hedge accounting for net written options to better reflect changes in interest rate markets proceeding the discontinuation of LIBOR. Further, this new guidance improves accounting for dual hedge strategies involving foreign currency debt by eliminating recognition mismatches and better reflecting the economics of combined interest rate and foreign exchange risk management. The guidance should be applied on a prospective basis.			We will early adopt this guidance within the first half of 2026 and do not expect it to have a material impact on our financial condition or results of operations.
ASU 2025-06 - Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40)			January 1, 2028 Early adoption permitted.			The guidance revises the accounting for internal-use software by replacing prescriptive development stage guidance with a principle-based capitalization threshold. Entities are required to begin capitalizing costs when management commits funding and it is probable the software will be completed and used as intended. This guidance may be applied on a prospective, retrospective or modified retrospective basis.			Key is currently evaluating the impact of this guidance on its financial condition and results of operations.

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Item 1. Financial Statements

Consolidated Balance Sheets

Dollars in millions, except per share data			March 31, 2026			December 31, 2025
			(Unaudited)
ASSETS
Cash and due from banks			$	1,130		$	1,287
Short-term investments			11,782			10,163
Trading account assets			783			1,061
Securities available for sale			38,918			39,596
Held-to-maturity securities (fair value: $8,742 and $8,313)			9,116			8,622
Other investments			1,204			949
Loans, net of unearned income of $295 and $303			109,190			106,541
Less: Allowance for loan and lease losses			(1,449)			(1,427)
Net loans			107,741			105,114
Loans held for sale (a)			876			1,077
Premises and equipment			618			628
Goodwill			2,752			2,752
Other intangible assets			5			8
Corporate-owned life insurance			4,439			4,432
Accrued income and other assets			9,100			8,481
Discontinued assets			199			211
Total assets			$	188,663		$	184,381
LIABILITIES
Deposits in domestic offices:
Interest-bearing deposits			$	120,220		$	121,100
Noninterest-bearing deposits			27,595			27,613
Total deposits			147,815			148,713
Federal funds purchased and securities sold under repurchase agreements			34			13
Bank notes and other short-term borrowings			6,149			1,071
Accrued expense and other liabilities			3,801			4,286
Long-term debt			10,877			9,917
Total liabilities			168,676			164,000
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			5,981			6,035
Retained earnings			15,622			15,359
Treasury stock, at cost (169,409,323 and 154,301,387 shares)			(3,152)			(2,810)
Accumulated other comprehensive income (loss)			(2,221)			(1,960)
Total equity			19,987			20,381
Total liabilities and equity			$	188,663		$	184,381

(a)Total loans held for sale include real estate — residential mortgage loans held for sale at fair value of $100 million at March 31, 2026, and $149 million at December 31, 2025.

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 March 31,
(Unaudited)			2026			2025
INTEREST INCOME
Loans			$	1,416		$	1,401
Loans held for sale			14			14
Securities available for sale			370			392
Held-to-maturity securities			86			63
Trading account assets			11			17
Short-term investments			103			174
Other investments			5			9
Total interest income			2,005			2,070
INTEREST EXPENSE
Deposits			598			753
Federal funds purchased and securities sold under repurchase agreements			14			1
Bank notes and other short-term borrowings			20			27
Long-term debt			151			193
Total interest expense			783			974
NET INTEREST INCOME			1,222			1,096
Provision for credit losses			106			118
Net interest income after provision for credit losses			1,116			978
NONINTEREST INCOME
Trust and investment services income			157			139
Investment banking and debt placement fees			197			175
Cards and payments income			86			82
Service charges on deposit accounts			77			69
Corporate services income			71			65
Commercial mortgage servicing fees			62			76
Corporate-owned life insurance income			34			33
Consumer mortgage income			13			13
Operating lease income and other leasing gains			8			9
Other income			18			7
Total noninterest income			723			668
NONINTEREST EXPENSE
Personnel			743			680
Net occupancy			68			67
Computer processing			111			107
Business services and professional fees			36			40
Equipment			19			20
Operating lease expense			7			11
Marketing			18			21
Other expense			179			185
Total noninterest expense			1,181			1,131
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			658			515
Income taxes			136			109
INCOME (LOSS) FROM CONTINUING OPERATIONS			522			406
Income (loss) from discontinued operations			—			(1)
NET INCOME (LOSS)			$	522		$	405
Income (loss) from continuing operations attributable to Key common shareholders			$	486		$	370
Net income (loss) attributable to Key common shareholders			486			369
Per Common Share:
Income (loss) from continuing operations attributable to Key common shareholders			$	.45		$	.34
Income (loss) from discontinued operations, net of taxes			—			—
Net income (loss) attributable to Key common shareholders (a)			.45			.34
Per Common Share — assuming dilution:
Income (loss) from continuing operations attributable to Key common shareholders			$	.44		$	.33
Income (loss) from discontinued operations, net of taxes			—			—
Net income (loss) attributable to Key common shareholders (a)			.44			.33
Weighted-average Common Shares outstanding (000)			1,084,277			1,096,654
Effect of Common Share options and other stock awards			10,091			9,486
Weighted-average Common Shares and potential Common Shares outstanding (000) (b)			1,094,368			1,106,140

(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 March 31,
(Unaudited)			2026			2025
Net income (loss)			$	522		$	405
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities available for sale, net of income taxes of $55 and $(136)			(172)			424
Net unrealized gains (losses) on derivative financial instruments, net of income taxes of $29 and $(62)			(91)			193
Net pension and postretirement benefit costs, net of income taxes of $(1) and $(21)			2			66
Total other comprehensive income (loss), net of tax			(261)			683
Comprehensive income (loss) attributable to Key			$	261		$	1,088

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, 2025			1,996			1,102,401			$	2,500		$	1,257		$	6,035		$	15,359		$	(2,810)		$	(1,960)					$	20,381
Net income (loss)																		522												522
Other comprehensive income (loss)																								(261)						(261)
Deferred compensation															(2)															(2)
Cash dividends declared
Common Shares ($.205 per share)																		(223)												(223)
Series D Preferred Stock ($12.50 per depositary share)																		(6)												(6)
Series E Preferred Stock ($.382813 per depositary share)																		(9)												(9)
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)																		(8)												(8)
Common Share repurchases (a)						(17,969)									—						(389)									(389)
Employee equity compensation program Common Share repurchases						(2,164)									—						(46)									(46)
Common Shares reissued (returned) for stock options and other employee benefit plans						5,025									(52)						93									41
BALANCE AT MARCH 31, 2026			1,996			1,087,293			$	2,500		$	1,257		$	5,981		$	15,622		$	(3,152)		$	(2,221)					$	19,987

(a) Includes open market repurchases and shares purchased pursuant to the share repurchase agreement with Scotiabank.

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, 2024			1,996			1,106,786			$	2,500		$	1,257		$	6,038		$	14,584		$	(2,733)		$	(3,470)					$	18,176
Net income (loss)																		405												405
Other comprehensive income (loss)																								683						683
Deferred compensation															(1)															(1)
Cash dividends declared
Common Shares ($.205 per share)																		(229)												(229)
Series D Preferred Stock ($12.50 per depositary share)																		(7)												(7)
Series E Preferred Stock ($.382813 per depositary share)																		(8)												(8)
Series F Preferred Stock ($.353125 per depositary share)																		(6)												(6)
Series G Preferred Stock ($.351563 per depositary share)																		(6)												(6)
Series H Preferred Stock ($.387500 per depositary share)																		(9)												(9)
Employee equity compensation program Common Share repurchases						(1,958)									—						(35)									(35)
Common Shares reissued (returned) for stock options and other employee benefit plans						7,158									(91)						131									40
BALANCE AT MARCH 31, 2025			1,996			1,111,986			$	2,500		$	1,257		$	5,946		$	14,724		$	(2,637)		$	(2,787)					$	19,003

See Notes to Consolidated Financial Statements (Unaudited).

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Consolidated Statements of Cash Flows

Dollars in millions			Three months ended March 31,
(Unaudited)			2026			2025
OPERATING ACTIVITIES
Net income (loss)			$	522		$	405
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for credit losses			106			118
Depreciation, amortization, and accretion, net			(5)			3
Increase in cash surrender value of corporate-owned life insurance			(30)			(29)
Stock-based compensation expense			31			30
Deferred income taxes (benefit)			53			30
Proceeds from sales of loans held for sale			2,237			1,725
Originations of loans held for sale, net of repayments			(2,010)			(1,702)
Net losses (gains) on sales of loans held for sale			(36)			(30)
Net losses (gains) on leased equipment			1			4
Net change in:
Trading account assets			278			(13)
Accrued income and other assets			(643)			(189)
Accrued expense and other liabilities			(520)			(792)
Other operating activities, net			(46)			300
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			(62)			(140)
INVESTING ACTIVITIES
Net decrease (increase) in short-term investments, excluding acquisitions			(1,619)			2,155
Purchases of securities available for sale			(1,378)			(3,970)
Proceeds from sales of securities available for sale			650			—
Proceeds from prepayments and maturities of securities available for sale			1,201			1,509
Proceeds from prepayments and maturities of held-to-maturity securities			377			236
Purchases of held-to-maturity securities			(869)			—
Net decrease (increase) in other investments			(255)			(7)
Net decrease (increase) in loans, excluding acquisitions, sales and transfers			(2,745)			(679)
Proceeds from sales of portfolio loans			35			36
Proceeds from corporate-owned life insurance			23			19
Purchases of premises, equipment, and software			(12)			(10)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES			(4,592)			(711)
FINANCING ACTIVITIES
Net increase (decrease) in deposits			(898)			977
Net increase (decrease) in short-term borrowings			5,099			206
Net proceeds from issuance of long-term debt			1,059			833
Payments on long-term debt			(74)			(701)
Open market Common Share repurchases			(389)			—
Employee equity compensation program Common Share repurchases			(46)			(35)
Net proceeds from reissuance of Common Shares			5			2
Cash dividends paid			(259)			(265)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			4,497			1,017
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS			(157)			166
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD			1,287			1,743
CASH AND DUE FROM BANKS AT END OF PERIOD			$	1,130		$	1,909
Additional disclosures relative to cash flows:
Interest paid			$	754		$	938
Income taxes paid (refunded)			43			(1)
Noncash items:
Reduction of secured borrowing and related collateral			$	—		$	1
Loans transferred to portfolio from held for sale			13			—
Loans transferred to held for sale from portfolio			—			6
Loans transferred to OREO			1			2

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.

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 10 (“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 2025 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.

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 March 31,
Dollars in millions, except per share amounts			2026			2025
EARNINGS
Income (loss) from continuing operations			$	522		$	406
Less: Dividends on Preferred Stock			36			36
Income (loss) from continuing operations attributable to Key common shareholders			486			370
Income (loss) from discontinued operations, net of taxes			—			(1)
Net income (loss) attributable to Key common shareholders			$	486		$	369
WEIGHTED-AVERAGE COMMON SHARES
Weighted-average Common Shares outstanding (000)			1,084,277			1,096,654
Effect of Common Share options and other stock awards(a)			10,091			9,486
Weighted-average Common Shares and potential Common Shares outstanding (000)(b)			1,094,368			1,106,140
EARNINGS PER COMMON SHARE
Income (loss) from continuing operations attributable to Key common shareholders			$	.45		$	.34
Income (loss) from discontinued operations, net of taxes			—			—
Net income (loss) attributable to Key common shareholders (c)			.45			.34
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution			$	.44		$	.33
Income (loss) from discontinued operations, net of taxes — assuming dilution			—			—
Net income (loss) attributable to Key common shareholders—assuming dilution(c)			.44			.33

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

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

(c)EPS may not foot due to rounding.

3. Loan Portfolio

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

Dollars in millions			March 31, 2026			December 31, 2025
Commercial and industrial (b)			$	60,651		$	57,688
Commercial real estate:
Commercial mortgage			14,144			13,707
Construction			2,801			2,844
Total commercial real estate loans			16,945			16,551
Commercial lease financing			2,200			2,270
Total commercial loans			79,796			76,509
Real estate — residential mortgage			18,483			18,732
Home equity loans			5,528			5,703
Total residential loans			24,011			24,435
Other consumer loans			4,477			4,644
Credit cards			906			953
Total consumer loans			29,394			30,032
Total loans (c)			$	109,190		$	106,541

(a)Accrued interest of $443 million and $459 million at March 31, 2026, and December 31, 2025, 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 $207 million and $205 million of commercial credit card balances at March 31, 2026, and December 31, 2025, respectively.

(c)Total loans exclude loans of $194 million at March 31, 2026, and $205 million at December 31, 2025, related to the discontinued operations of the education lending business. These amounts are included within “Discontinued assets” on the Consolidated Balance Sheet.

We have access to secured borrowings from the Federal Reserve and advances from the FHLB. As of March 31, 2026 and December 31, 2025, loans and leases totaling $73.9 billion and $71.0 billion, respectively, were pledged to the FRB and FHLB for access to these contingent funding sources.

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 109 of our 2025 Form 10-K.

The ALLL at March 31, 2026, 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 March 31, 2026:

Dollars in millions			December 31, 2025			Provision						Charge-offs			Recoveries			March 31, 2026
Commercial and Industrial			$	745		$	102					$	(90)		$	10		$	767
Commercial real estate:
Real estate — commercial mortgage			252			2						(1)			—			253
Real estate — construction			55			(4)						—			—			51
Total commercial real estate loans			307			(2)						(1)			—			304
Commercial lease financing			26			—						—			—			26
Total commercial loans			1,078			100						(91)			10			1,097
Real estate — residential mortgage			66			2						—			1			69
Home equity loans			52			(1)						(1)			1			51
Other consumer loans			149			12						(15)			2			148
Credit cards			82			10						(10)			2			84
Total consumer loans			349			23						(26)			6			352
Total ALLL — continuing operations			1,427			123			(a)			(117)			16			1,449
Discontinued operations			11			1						(1)			—			11
Total ALLL — including discontinued operations			$	1,438		$	124					$	(118)		$	16		$	1,460

(a)Excludes a credit related to reserves on lending-related commitments of $17 million.

Three months ended March 31, 2025:

Dollars in millions			December 31, 2024			Provision						Charge-offs			Recoveries			March 31, 2025
Commercial and Industrial			$	639		$	82					$	(62)		$	10		$	669
Commercial real estate:
Real estate — commercial mortgage			320			13						(36)			—			297
Real estate — construction			51			6						—			—			57
Total commercial real estate loans			371			19						(36)			—			354
Commercial lease financing			27			7						—			—			34
Total commercial loans			1,037			108						(98)			10			1,057
Real estate — residential mortgage			90			(19)						(1)			1			71
Home equity loans			70			5						(1)			1			75
Other consumer loans			136			19						(14)			2			143
Credit cards			76			17						(12)			2			83
Total consumer loans			372			22						(28)			6			372
Total ALLL — continuing operations			1,409			130			(a)			(126)			16			1,429
Discontinued operations			13			1						(1)			—			13
Total ALLL — including discontinued operations			$	1,422		$	131					$	(127)		$	16		$	1,442

(a)Excludes a credit related to reserves on lending-related commitments of $12 million.

As described in Note 1 ("Summary of Significant Accounting Policies"), under the heading “Allowance for Loan and Lease Losses” beginning on page 109 of our 2025 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 March 31, 2026, the economy continues to be resilient, but growth is weakening, inflationary pressures continue, and geopolitical uncertainty is elevated due to the ongoing military conflicts, including with Iran.

We utilized the Moody’s February 2026 Consensus forecast as the baseline forecast to estimate our expected credit losses as of March 31, 2026. This baseline scenario reflects slowing growth over the next two years, but no recession. U.S. GDP is expected to slow to an annual growth rate of 2.0% by mid-2026 and remain at that level for 2027. The expected National Unemployment Rate is forecasted at 4.5% over 2026. The U.S. Consumer Price Index is forecasted to remain close to 3% through 2026.

Evolving market conditions may not be fully captured in the baseline forecast as of quarter-end. The geopolitical environment remains both uncertain and complex, which poses potential downside-risks to the economic outlook over the next two years, although to what extent remains highly uncertain. These economic uncertainties were addressed through a qualitative reserve increase, which leveraged downside economic assumptions.

As a result of the current economic uncertainty, our future loss estimates may vary considerably from our March 31, 2026 assumptions.

Commercial Loan Portfolio

The ALLL from continuing operations for the commercial segment increased $19 million, or 1.8%, from December 31, 2025. The increasing reserve levels are reflective of the elevated economic uncertainty due to geopolitical tensions and the potential downsides from energy price volatility. These reserve increases are partially offset by continued improvement in the commercial portfolio mix.

Consumer Loan Portfolio

The ALLL from continuing operations for the consumer segment increased by $3 million, or 0.9%,from December 31, 2025. The stable reserve levels are reflective of economic uncertainty impacts, offset by loan runoff and continued strong credit performance, particularly for the residential mortgage loan book which represents the largest segment of the consumer portfolio.

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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 March 31, 2026			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			2026			2025			2024			2023			2022			Prior									Total
Commercial and Industrial
Risk Rating:
Pass			$	3,017		$	9,648		$	5,707		$	2,203		$	4,832		$	5,959		$	25,593		$	193		$	57,152
Criticized (Accruing)			2			181			188			193			455			719			1,467			10			3,215
Criticized (Nonaccruing)			—			1			7			12			36			51			175			2			284
Total commercial and industrial			3,019			9,830			5,902			2,408			5,323			6,729			27,235			205			60,651
Current year gross write-offs			—			—			—			4			12			6			68			—			90
Real estate — commercial mortgage
Risk Rating:
Pass			640			3,282			813			578			1,762			4,262			1,501			29			12,867
Criticized (Accruing)			—			47			105			73			373			467			14			8			1,087
Criticized (Nonaccruing)			—			—			16			7			93			70			4			—			190
Total real estate — commercial mortgage			640			3,329			934			658			2,228			4,799			1,519			37			14,144
Current year gross write-offs			—			—			—			—			1			—			—			—			1
Real estate — construction
Risk Rating:
Pass			5			612			641			633			239			152			268			—			2,550
Criticized (Accruing)			—			7			—			75			41			125			—			3			251
Criticized (Nonaccruing)			—			—			—			—			—			—			—			—			—
Total real estate — construction			5			619			641			708			280			277			268			3			2,801
Current year gross write-offs			—			—			—			—			—			—			—			—			—
Commercial lease financing
Risk Rating:
Pass			87			309			221			269			393			807			—			—			2,086
Criticized (Accruing)			—			3			4			23			52			26			—			—			108
Criticized (Nonaccruing)			—			—			—			5			1			—			—			—			6
Total commercial lease financing			87			312			225			297			446			833						—			2,200
Current year gross write-offs			—			—			—			—			—			—			—			—			—
Total commercial loans			$	3,751		$	14,090		$	7,702		$	4,071		$	8,277		$	12,638		$	29,022		$	245		$	79,796
Total commercial loan current period gross write-offs			$	—		$	—		$	—		$	4		$	13		$	6		$	68		$	—		$	91

As of December 31, 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			$	9,473		$	5,864		$	2,263		$	5,313		$	2,648		$	4,115		$	24,267		$	174		$	54,117
Criticized (Accruing)			139			218			171			463			259			493			1,535			37			3,315
Criticized (Nonaccruing)			1			14			18			54			21			33			115			—			256
Total commercial and industrial			9,613			6,096			2,452			5,830			2,928			4,641			25,917			211			57,688
Current year gross write-offs			13			27			22			27			8			28			187			—			312
Real estate — commercial mortgage
Risk Rating:
Pass			3,246			826			651			1,911			1,519			2,997			1,366			29			12,545
Criticized (Accruing)			8			99			60			326			237			246			20			9			1,005
Criticized (Nonaccruing)			—			16			3			95			31			9			3			—			157
Total real estate — commercial mortgage			3,254			941			714			2,332			1,787			3,252			1,389			38			13,707
Current year gross write-offs			19			14			1			18			29			10			3			—			94
Real estate — construction
Risk Rating:
Pass			468			565			771			262			130			72			296			2			2,566
Criticized (Accruing)			—			—			20			95			36			127			—			—			278
Criticized (Nonaccruing)			—			—			—			—			—			—			—			—			—
Total real estate — construction			468			565			791			357			166			199			296			2			2,844
Current year gross write-offs			—			—			—			—			—			—			—			—			—
Commercial lease financing
Risk Rating:
Pass			322			228			293			433			249			609			—			—			2,134
Criticized (Accruing)			5			4			26			55			18			21			—			—			129
Criticized (Nonaccruing)			—			—			5			2			—			—			—			—			7
Total commercial lease financing			327			232			324			490			267			630			—			—			2,270
Current year gross write-offs			—			—			3			1			—			2			—			—			6
Total commercial loans			$	13,662		$	7,834		$	4,281		$	9,009		$	5,148		$	8,722		$	27,602		$	251		$	76,509
Total commercial loan current period gross write-offs			$	32		$	41		$	26		$	46		$	37		$	40		$	190		$	—		$	412

(a)Accrued interest of $322 million and $338 million as of March 31, 2026, and December 31, 2025, 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 three months ended March 31, 2026 and the twelve months ended December 31, 2025.

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Consumer Credit Exposure

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

As of March 31, 2026			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			2026			2025			2024			2023			2022			Prior									Total
Real estate — residential mortgage
FICO Score:
750 and above			$	91		$	329		$	172		$	561		$	5,152		$	9,753		$	—		$	—		$	16,058
660 to 749			25			64			47			97			587			1,186			—			—			2,006
Less than 660			1			4			14			28			105			251			—			—			403
No Score			—			2			2			1			1			8			2			—			16
Total real estate — residential mortgage			117			399			235			687			5,845			11,198			2			—			18,483
Current period gross write-offs			—			—			—			—			—			—			—			—			—
Home equity loans
FICO Score:
750 and above			17			43			24			22			114			1,782			1,720			167			3,889
660 to 749			3			16			12			11			37			385			672			52			1,188
Less than 660			—			2			4			6			15			149			249			21			446
No Score			—			—			—			—			—			1			4			—			5
Total home equity loans			20			61			40			39			166			2,317			2,645			240			5,528
Current period gross write-offs			—			—			—			—			—			—			1			—			1
Other consumer loans
FICO Score:
750 and above			42			161			65			94			945			1,545			76			—			2,928
660 to 749			27			100			44			68			208			374			163			—			984
Less than 660			2			19			11			19			52			95			52			—			250
No Score			1			9			8			5			9			18			265			—			315
Total consumer direct loans			72			289			128			186			1,214			2,032			556			—			4,477
Current period gross write-offs			—			1			1			2			3			5			3			—			15
Credit cards
FICO Score:
750 and above			—			—			—			—			—			—			444			—			444
660 to 749			—			—			—			—			—			—			353			—			353
Less than 660			—			—			—			—			—			—			108			—			108
No Score			—			—			—			—			—			—			1			—			1
Total credit cards			—			—			—			—			—			—			906			—			906
Current period gross write-offs			—			—			—			—			—			—			10			—			10
Total consumer loans			$	209		$	749		$	403		$	912		$	7,225		$	15,547		$	4,109		$	240		$	29,394
Total consumer loan current period gross write-offs			$	—		$	1		$	1		$	2		$	3		$	5		$	14		$	—		$	26

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As of December 31, 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			$	358		$	224		$	607		$	5,342		$	6,738		$	3,403		$	—		$	—		$	16,672
660 to 749			69			36			86			504			582			420			—			—			1,697
Less than 660			2			11			23			87			73			149			—			—			345
No Score			2			2			2			1			—			9			2			—			18
Total real estate — residential mortgage			431			273			718			5,934			7,393			3,981			2			—			18,732
Current period gross write-offs			—			—			—			—			—			2			—			—			2
Home equity loans
FICO Score:
750 and above			43			26			23			117			676			1,164			1,749			179			3,977
660 to 749			18			13			13			41			149			258			718			58			1,268
Less than 660			2			3			5			15			44			109			253			21			452
No Score			—			—			—			—			—			1			5			—			6
Total home equity loans			63			42			41			173			869			1,532			2,725			258			5,703
Current period gross write-offs			—			—			—			—			—			—			2			—			2
Other consumer loans
FICO Score:
750 and above			175			73			104			986			1,032			595			81			—			3,046
660 to 749			112			48			74			220			218			179			172			—			1,023
Less than 660			17			12			21			54			52			46			54			—			256
No Score			12			8			5			10			13			6			265			—			319
Total consumer direct loans			316			141			204			1,270			1,315			826			572			—			4,644
Current period gross write-offs			4			5			7			9			9			7			15			—			56
Credit cards
FICO Score:
750 and above			—			—			—			—			—			—			479			—			479
660 to 749			—			—			—			—			—			—			364			—			364
Less than 660			—			—			—			—			—			—			108			—			108
No Score			—			—			—			—			—			—			2			—			2
Total credit cards			—			—			—			—			—			—			953			—			953
Current period gross write-offs			—			—			—			—			—			—			45			—			45
Total consumer loans			$	810		$	456		$	963		$	7,377		$	9,577		$	6,339		$	4,252		$	258		$	30,032
Total consumer current period gross write-offs			$	4		$	5		$	7		$	9		$	9		$	9		$	62		$	—		$	105

(a)Accrued interest of $122 million and $121 million as of March 31, 2026, and December 31, 2025, 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 three months ended March 31, 2026 and the twelve months ended December 31, 2025.

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 108 of our 2025 Form 10-K.

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The following aging analysis of past due and current loans as of March 31, 2026, and December 31, 2025, provides further information regarding Key’s credit exposure.

Aging Analysis of Loan Portfolio(a)

As of March 31, 2026			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			$	60,272		$	27		$	28		$	40		$	284		$	379		$	60,651
Commercial real estate:
Commercial mortgage			13,861			2			3			88			190			283			14,144
Construction			2,800			—			—			1			—			1			2,801
Total commercial real estate loans			16,661			2			3			89			190			284			16,945
Commercial lease financing			2,192			1			—			1			6			8			2,200
Total commercial loans			$	79,125		$	30		$	31		$	130		$	480		$	671		$	79,796
Real estate — residential mortgage			$	18,350		$	11		$	7		$	—		$	115		$	133		$	18,483
Home equity loans			5,423			18			6			5			76			105			5,528
Other consumer loans			4,440			16			9			8			4			37			4,477
Credit cards			880			5			4			10			7			26			906
Total consumer loans			$	29,093		$	50		$	26		$	23		$	202		$	301		$	29,394
Total loans			$	108,218		$	80		$	57		$	153		$	682		$	972		$	109,190

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

(b)Accrued interest of $443 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 $54 million in Commercial mortgage and $6 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, 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			$	57,336		$	38		$	17		$	41		$	256		$	352					$	57,688
Commercial real estate:
Commercial mortgage			13,450			47			20			33			157			257						13,707
Construction			2,843			—			—			1			—			1						2,844
Total commercial real estate loans			16,293			47			20			34			157			258						16,551
Commercial lease financing			2,260			3			—			—			7			10						2,270
Total commercial loans			$	75,889		$	88		$	37		$	75		$	420		$	620					$	76,509
Real estate — residential mortgage			$	18,593		$	21		$	14		$	—		$	104		$	139					$	18,732
Home equity loans			5,593			18			7			5			80			110						5,703
Other consumer loans			4,606			15			10			9			4			38						4,644
Credit cards			926			6			4			10			7			27						953
Total consumer loans			$	29,718		$	60		$	35		$	24		$	195		$	314					$	30,032
Total loans			$	105,607		$	148		$	72		$	99		$	615		$	934					$	106,541

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

(b)Accrued interest of $459 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 $66 million in Commercial mortgage and $6 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 March 31, 2026, the carrying amount of our commercial nonperforming loans outstanding represented 72% of their original contractual amount owed, total nonperforming loans outstanding represented 78% 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 $12 million for the three months ended March 31, 2026, respectively, and $13 million for the three months ended March 31, 2025, respectively.

The amortized cost basis of nonperforming loans on nonaccrual status for which there is no related allowance for credit losses was $251 million at March 31, 2026 and $386 million at December 31, 2025.

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

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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 March 31, 2026 and March 31, 2025, the recorded investment of consumer residential mortgage and home equity loans in the process of foreclosure was $65 million and $68 million, respectively.

There were no significant changes in the extent to which collateral secures our collateral-dependent financial assets during the three months ended March 31, 2026.

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”) beginning on page 109 of our 2025 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 March 31, 2026, there were 124 loans totaling $20 million in a trial modification period. As of March 31, 2025, there were 98 loans totaling $15 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 $77 million at March 31, 2026 and March 31, 2025, respectively.

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As of March 31, 2026			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			$	2					$	271					$	27					$	47					$	347		0.57		%
Commercial real estate:
Commercial mortgage			—						140						18						53						211			1.49
Total commercial real estate loans			—						140						18						53						211			1.25
Total commercial loans			$	2					$	411					$	45					$	100					$	558		0.70		%
Real estate — residential mortgage			$	2					$	1					$	—					$	6					$	9		0.05		%
Home equity loans			3						1						1						3						8			0.14
Other consumer loans			—						2						—						2						4			0.09
Credit cards			—						—						—						3						3			0.33
Total consumer loans			$	5					$	4					$	1					$	14					$	24		0.08		%
Total loans			$	7					$	415					$	46					$	114					$	582		0.53		%

As of March 31, 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			$	—					$	150					$	60					$	17					$	227		0.42		%
Commercial real estate:
Commercial mortgage			—						306						21						—						327			2.47
Construction			—						49						—						—						49			1.67
Total commercial real estate loans			—						355						21						—						376			2.33
Total commercial loans			$	—					$	505					$	81					$	17					$	603		0.82		%
Real estate — residential mortgage			$	1					$	—					$	—					$	13					$	14		0.07		%
Home equity loans			4						1						1						6						12			0.19
Other consumer loans			—						3						—						2						5			0.10
Credit cards			—						—						—						4						4			0.44
Total consumer loans			$	5					$	4					$	1					$	25					$	35		0.11		%
Total loans			$	5					$	509					$	82					$	42					$	638		0.61		%

(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 months ended March 31, 2026, the weighted-average interest rate change for commercial and industrial loans was comprised solely of modifications of commercial credit card balances.

Three months ended March 31, 2026			Weighted-average Interest Rate Change			Weighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial			(12.83)		%	0.77
Commercial mortgage			—		%	0.29
Real estate — residential mortgage			(2.00)		%	6.87
Home equity loans			(1.67)		%	8.83
Other consumer loans			(5.51)		%	1.30
Credit cards			(20.99)		%	0.25

Three months ended March 31, 2025			Weighted-average Interest Rate Change			Weighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial			(22.20)		%	0.47
Commercial mortgage			—		%	0.52
Real estate — residential mortgage			(1.45)		%	5.24
Home equity loans			(1.83)		%	6.05
Other consumer loans			(3.22)		%	0.40
Credit cards			(2.22)		%	0.25

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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 March 31, 2026
Dollars in millions			Interest Rate Reduction			Term Extension			Other			Combination			Total
LOAN TYPE
Commercial real estate
Commercial mortgage			$	—		$	39		$	2		$	—		$	41
Total commercial real estate loans			—			39			2			—			41
Total commercial loans			—			39			2			—			41
Home equity loans			—			—			—			1			1
Total consumer loans			$	—		$	—		$	—		$	1		$	1
Total loans			$	—		$	39		$	2		$	1		$	42

Three months ended March 31, 2025
Dollars in millions			Interest Rate Reduction			Term Extension			Other			Combination			Total
LOAN TYPE
Commercial real estate
Commercial mortgage			$	—		$	19		$	—		$	—		$	19
Total commercial real estate loans			—			19			—			—			19
Total commercial loans			—			19			—			—			19
Credit cards			—			—			—			1			1
Total consumer loans			$	—		$	—		$	—		$	1		$	1
Total loans			$	—		$	19		$	—		$	1		$	20

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 March 31, 2026, of loans modified during the 12 months then ended, by aging.

As of March 31, 2026			Current			30-89 Days  Past Due						90 and Greater Days Past Due			Total
Dollars in millions
LOAN TYPE
Commercial and Industrial			$	338		$	4					$	5		$	347
Commercial real estate
Commercial mortgage			167			—						44			211
Total commercial real estate loans			167			—						44			211
Total commercial loans			$	505		$	4					$	49		$	558
Real estate — residential mortgage			$	8		$	1					$	—		$	9
Home equity loans			7			—						1			8
Other consumer loans			4			—						—			4
Credit cards			3			—						—			3
Total consumer loans			$	22		$	1					$	1		$	24
Total loans			$	527		$	5					$	50		$	582

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The following table presents the amortized cost as of March 31, 2025, of loans modified during the twelve months then ended, by aging.

As of March 31, 2025			Current			30-89 Days  Past Due						90 and Greater Days Past Due			Total
Dollars in millions
LOAN TYPE
Commercial and Industrial			$	207		$	8					$	12		$	227
Commercial real estate
Commercial mortgage			256			50						21			327
Construction			49			—						—			49
Total commercial real estate loans			305			50						21			376
Total commercial loans			$	512		$	58					$	33		$	603
Real estate — residential mortgage			$	14		$	—					$	—		$	14
Home equity loans			10			1						1			12
Other consumer loans			5			—						—			5
Credit cards			4			—						—			4
Total consumer loans			$	33		$	1					$	1		$	35
Total loans			$	545		$	59					$	34		$	638

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.

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

			Three months ended March 31,
Dollars in millions			2026			2025
Balance at beginning of period			$	313		$	290
Provision (credit) for losses on lending-related commitments			(17)			(12)
Balance at end of period			$	296		$	278

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 1 (“Summary of Significant Accounting Policies”) under the heading “Fair Value Measurements” beginning on page 111 of our 2025 Form 10-K and Note 5 (“Fair Value Measurements”) beginning on page 131 of our 2025 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 5 (“Fair Value Measurements”) in our 2025 Form 10-K. The following tables present these assets and liabilities at March 31, 2026, and December 31, 2025.

			March 31, 2026												December 31, 2025
			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			$	—		$	428		$	—		$	428		$	—		$	674		$	—		$	674
States and political subdivisions			—			37			—			37			—			60			—			60
Other mortgage-backed securities			—			261			—			261			—			316			—			316
Other securities			1			52			—			53			—			6			—			6
Total trading account securities			1			778			—			779			—			1,056			—			1,056
Commercial loans			—			4			—			4			—			5			—			5
Total trading account assets			1			782			—			783			—			1,061			—			1,061
Securities available for sale:
U.S. Treasury, agencies and corporations			—			7,844			—			7,844			—			7,886			—			7,886
Agency residential collateralized mortgage obligations			—			8,249			—			8,249			—			8,565			—			8,565
Agency residential mortgage-backed securities			—			18,933			—			18,933			—			19,195			—			19,195
Agency commercial mortgage-backed securities			—			3,892			—			3,892			—			3,950			—			3,950
Other securities			—			—			—			—			—			—			—			—
Total securities available for sale			—			38,918			—			38,918			—			39,596			—			39,596
Other investments:
Principal investments:
Indirect (measured at NAV) (a)			—			—			—			8			—			—			—			9
Total principal investments			—			—			—			8			—			—			—			9
Equity investments:
Direct			—			—			2			2			—			—			3			3
Direct (measured at NAV) (a)			—			—			—			76			—			—			—			71
Indirect (measured at NAV) (a)			—			—			—			3			—			—			—			3
Total equity investments			—			—			2			81			—			—			3			77
Total other investments			—			—			2			89			—			—			3			86
Loans, net of unearned income (residential)			—			—			11			11			—			—			11			11
Loans held for sale (residential)			—			100			—			100			—			149			—			149
Derivative assets:
Interest rate			—			117			(2)			115			—			135			(3)			132
Foreign exchange			58			32			—			90			39			44			—			83
Commodity			—			406			—			406			—			249			—			249
Other			—			51			1			52			—			7			1			8
Derivative assets			58			606			(1)			663			39			435			(2)			472
Netting adjustments (b)			—			—			—			(295)			—			—			—			(297)
Total derivative assets			58			606			(1)			368			39			435			(2)			175
Total assets on a recurring basis at fair value			$	59		$	40,406		$	12		$	40,269		$	39		$	41,241		$	12		$	41,078
LIABILITIES MEASURED ON A RECURRING BASIS
Bank notes and other short-term borrowings:
Short positions			$	621		$	278		$	—		$	899		$	412		$	409		$	—		$	821
Derivative liabilities:
Interest rate			—			582			—			582			—			577			—			577
Foreign exchange			52			32			—			84			36			44			—			80
Commodity			—			394			—			394			—			237			—			237
Credit			—			1			—			1			—			8			—			8
Other			—			15			1			16			—			25			—			25
Derivative liabilities			52			1,024			1			1,077			36			891			—			927
Netting adjustments (b)			—			—			—			(485)			—			—			—			(274)
Total derivative liabilities			52			1,024			1			592			36			891			—			653
Total liabilities on a recurring basis at fair value			$	673		$	1,302		$	1		$	1,491		$	448		$	1,300		$	—		$	1,474

(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 fair value and related unfunded commitments of our indirect principal investments and direct equity investments measured at net asset value as a practical expedient at March 31, 2026, was $8 million and $52 million, respectively.

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Changes in Level 3 Fair Value Measurements

The change in the fair values of our Level 3 financial instruments measured at fair value on a recurring basis for the three months ended March 31, 2026, and March 31, 2025 was not material.

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 5 (“Fair Value Measurements”) in our 2025 Form 10-K. There were no liabilities measured at fair value on a nonrecurring basis at March 31, 2026, and December 31, 2025.

The following table presents our assets measured at fair value on a nonrecurring basis at March 31, 2026, and December 31, 2025:

			March 31, 2026															December 31, 2025
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			$	—		$	—		$	116		$	116					$	—		$	—		$	56		$	56
Accrued income and other assets			—			—			12			12						—			—			32			32
Total assets on a nonrecurring basis at fair value			$	—		$	—		$	128		$	128					$	—		$	—		$	88		$	88

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 March 31, 2026, and December 31, 2025, the carrying amount of equity investments under this method was $475 million and $467 million, respectively. We had no adjustments or impairments for the three months ended March 31, 2026.

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 March 31, 2026, and December 31, 2025, 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			March 31, 2026			December 31, 2025									March 31, 2026			December 31, 2025
Recurring
Loans, net of unearned income (residential)			$	11		$	11		Market comparable pricing			Comparability factor			71.30 - 95.00% (84.58%)			74.30-99.00% (84.99%)
Derivative instruments:
Interest rate			(2)			(3)			Discounted cash flows			Probability of default			.02 - 100% (4.80%)			.02 - 100% (4.40%)
												Loss given default			0 - 1 (.449)			0 - 1 (.485)
Insignificant level 3 assets, net of liabilities(c)			2			4
Nonrecurring
Collateral-dependent loans			116			56			Fair value of collateral			Credit and liquidity discount			0 - 72.00% (22.00%)			0 - 100.00% (40.00%)
Accrued income and other assets: (d)
OREO and other Level 3 assets			10			8			Appraised value			Appraised value			N/M			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 March 31, 2026. 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 March 31, 2026, and December 31, 2025, are shown in the following tables. Assets and liabilities are further arranged by measurement category.

			March 31, 2026
			Carrying Amount			Fair Value
Dollars in millions						Level 1			Level 2			Level 3									Total
FINANCIAL ASSETS
Cash and short-term investments (a)			$	12,912		$	12,912		$	—		$	—								$	12,912
Held-to-maturity securities (b)			9,116			—			8,742			—									8,742
Other investments (c)			1,113			—			—			1,113									1,113
Loans, net of unearned income (d)			107,730			—			—			104,569									104,569
Loans held for sale (c)			776			—			—			776									776
FINANCIAL LIABILITIES
Time deposits (e)			$	11,155		$	—		$	11,198		$	—								$	11,198
Short-term borrowings (a)			5,284			—			5,284			—									5,284
Long-term debt (e)			10,877			10,025			963			—									10,988
Deposits with no stated maturity (a)			136,660			—			136,660			—									136,660

			December 31, 2025
			Carrying Amount			Fair Value
Dollars in millions						Level 1			Level 2			Level 3									Total
FINANCIAL ASSETS
Cash and short-term investments (a)			$	11,450		$	11,450		$	—		$	—								$	11,450
Held-to-maturity securities (b)			8,622			—			8,313			—									8,313
Other investments (c)			863			—			—			863									863
Loans, net of unearned income (d)			105,103			—			—			101,946									101,946
Loans held for sale (c)			928			—			—			928									928
FINANCIAL LIABILITIES
Time deposits (e)			$	12,680		$	—		$	12,731		$	—								$	12,731
Short-term borrowings (a)			263			—			263			—									263
Long-term debt (e)			9,917			9,318			$	729		—									10,047
Deposits with no stated maturity (a)			136,033			—			136,033			—									136,033

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)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.

(c)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 2025 Form 10-K Note 5 (“Fair Value Measurements”).

(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.

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 $194 million ($146 million at fair value) at March 31, 2026, and $205 million ($155 million at fair value) at December 31, 2025.

These assets 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.

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			March 31, 2026															December 31, 2025
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			$	7,842		$	28		$	26		$	7,844					$	7,842		$	61		$	17		$	7,886
Agency residential collateralized mortgage obligations			10,003			6			1,760			8,249						10,269			4			1,708			8,565
Agency residential mortgage-backed securities			19,308			132			507			18,933						19,451			201			457			19,195
Agency commercial mortgage-backed securities			4,243			—			351			3,892						4,284			1			335			3,950
Total securities available for sale			$	41,396		$	166		$	2,644		$	38,918					$	41,846		$	267		$	2,517		$	39,596
HELD-TO-MATURITY SECURITIES
Agency residential collateralized mortgage obligations			$	3,903		$	4		$	204		$	3,703					$	4,026		$	8		$	176		$	3,858
Agency residential mortgage-backed securities			3,165			5			34			3,136						2,374			12			13			2,373
Agency commercial mortgage-backed securities			1,984			1			145			1,840						2,121			1			139			1,983
Asset-backed securities (c)			44			—			1			43						77			—			2			75
Other securities			20			—			—			20						24			—			—			24
Total held-to-maturity securities			$	9,116		$	10		384			$	8,742					$	8,622		$	21		$	330		$	8,313

(a)Amortized cost amounts exclude accrued interest receivable which is recorded within “other assets” on the balance sheet. At March 31, 2026, accrued interest receivable on available for sale securities and held-to-maturity securities totaled $118 million and $29 million, respectively. At December 31, 2025, accrued interest receivable on available for sale securities and held-to-maturity securities totaled $121 million and $26 million, respectively.

(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 $38 million and $99 million as of March 31, 2026 and December 31, 2025, respectively. The securities being hedged are primarily U.S. Treasuries, Agency RMBS, and Agency CMBS.

(c)Amortized cost includes $41 million of securities as of March 31, 2026, and $74 million of securities as of December 31, 2025, related to the purchase of senior notes from a securitization collateralized by sold indirect auto loans.

The following table summarizes securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of March 31, 2026, and December 31, 2025.

			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
March 31, 2026
Securities available for sale:
U.S. Treasury, agencies, and corporations			$	1,675		$	6					$	523		$	20					$	2,198		$	26
Agency residential collateralized mortgage obligations			—			—						7,423			1,760						7,423			1,760
Agency residential mortgage-backed securities			5,860			59						3,951			448						9,811			507
Agency commercial mortgage-backed securities			109			2						3,623			349						3,732			351
Held-to-maturity securities:
Agency residential collateralized mortgage obligations			499			8						2,814			196						3,313			204
Agency residential mortgage-backed securities			2,437			22						121			12						2,558			34
Agency commercial mortgage-backed securities			—			—						1,771			145						1,771			145
Asset-backed securities			—			—						43			1						43			1
Other securities			7			—						3			—						10			—
Total securities in an unrealized loss position			$	10,587		$	97					$	20,272		$	2,931					$	30,859		$	3,028
December 31, 2025
Securities available for sale:
U.S. Treasury, agencies, and corporations			$	—		$	—					$	525		$	17					$	525		$	17
Agency residential collateralized mortgage obligations			—			—						7,677			1,708						7,677			1,708
Agency residential mortgage-backed securities			1,226			7						5,583			450						6,809			457
Agency commercial mortgage-backed securities			7			—						3,777			335						3,784			335
Held-to-maturity securities:
Agency residential collateralized mortgage obligations			240			2						3,023			174						3,263			176
Agency residential mortgage-backed securities			526			2						125			11						651			13
Agency commercial mortgage-backed securities			—			—						1,914			139						1,914			139
Asset-backed securities			—			—						75			2						75			2
Other securities			5			—						6			—						11			—
Total securities in an unrealized loss position			$	2,004		$	11					$	22,705		$	2,836					$	24,709		$	2,847

Based on our evaluation at March 31, 2026, 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.

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For the three months ended March 31, 2026, we had no material gross realized gains or losses from the sale of securities available for sale. For the three months ended March 31, 2025, we recognized no gross realized gains or losses from the sale of securities available for sale.

At March 31, 2026 and December 31, 2025, securities available for sale and held-to-maturity securities totaling $18.5 billion and $18.7 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 March 31, 2026. 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.

March 31, 2026			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			$	3,412		$	3,420					$	316		$	313
Due after one through five years			10,227			9,883						2,294			2,228
Due after five through ten years			21,939			20,166						5,586			5,401
Due after ten years			5,818			5,449						920			800
Total			$	41,396		$	38,918					$	9,116		$	8,742

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 113 of our 2025 Form 10-K. Our derivative strategies and related risk management objectives are described in Note 7 (“Derivatives and Hedging Activities”) beginning on page 139 of our 2025 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 March 31, 2026, and December 31, 2025. 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:

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			March 31, 2026												December 31, 2025
						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			$	60,560		$	20		$	2					$	64,228		$	(13)		$	4
Derivatives not designated as hedging instruments:
Interest rate			74,208			95			580						74,994			145			573
Foreign exchange			6,180			90			84						5,767			83			80
Commodity			6,903			406			394						5,553			249			237
Credit			118			—			1						107			—			8
Other (b)			5,814			52			16						4,217			8			25
Total derivatives not designated as hedging instruments:			93,223			643			1,075						90,638			485			923
Total derivatives			153,783			663			1,077						154,866			472			927
Netting adjustments (c)			—			(295)			(485)						—			(297)			(274)
Net derivatives in the balance sheet			153,783			368			592						154,866			175			653
Other collateral (d)			—			—			(4)						—			(22)			(1)
Net derivative amounts			$	153,783		$	368		$	588					$	154,866		$	153		$	652

(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 March 31, 2026, excess collateral that has not been offset against net derivative instrument positions totaled $246 million of cash collateral and $261 million of securities collateral posted as well as $9 million of cash collateral held. As of December 31, 2025, excess collateral that has not been offset against net derivative instrument positions totaled $165 million of cash collateral and $218 million of securities collateral posted as well as $3 million of cash collateral and $78 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.

Fair value hedges. During the three months ended March 31, 2026, 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 March 31, 2026, and December 31, 2025, related to cumulative basis adjustments for fair value hedges.

			March 31, 2026
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			$	9,185		$	(228)		$	(3)
Interest rate contracts			Securities Available for Sale(b)			13,147			(39)			14
			December 31, 2025
			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			$	8,504		$	(199)		$	(3)
Interest rate contracts			Securities Available for Sale(b)			12,843			(100)			14

(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 March 31, 2026, and December 31, 2025, the amortized costs of the closed portfolios in these hedging relationships was $7 billion and $7 billion, respectively, of which $5.3 billion and $4.9 billion, respectively, were designated in a portfolio layer hedging relationship. At March 31, 2026, the cumulative basis adjustments associated with these amounts totaled $(1) million, which is comprised of $(15) million in active hedging relationships and $14 million for discontinued hedging relationships. At December 31, 2025, the cumulative basis adjustments associated with these amounts totaled $(35) million, which is comprised of $(50) million in active hedging relationships and $14 million for discontinued hedging relationships.

Cash flow hedges. During the three-month period ended March 31, 2026, 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 March 31, 2026, we expect to reclassify an estimated $77 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 March 31, 2026. As of March 31, 2026, the maximum length of time over which we hedge forecasted transactions is 3.51 years.

The following tables summarize the effect of fair value and cash flow hedge accounting on the income statement for the three-month periods ended March 31, 2026, and March 31, 2025.

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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
Three Months Ended March 31, 2026
Total amounts presented in the consolidated statement of income			$	(151)		$	1,416		$	370		$	197
Net gains (losses) on fair value hedging relationships
Interest contracts
Recognized on hedged items			29			—			(61)			—
Recognized on derivatives designated as hedging instruments			(51)			—			51			—
Net income (expense) recognized on fair value hedges			$	(22)		$	—		$	(10)		$	—
Net gain (loss) on cash flow hedging relationships
Realized gains (losses) (pre-tax) reclassified from AOCI into net income
Interest contracts			$	(1)		$	(36)		$	—		$	—
Net income (expense) recognized on cash flow hedges			$	(1)		$	(36)		$	—		$	—

			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 March 31, 2025
Total amounts presented in the consolidated statement of income			$	(193)		$	1,401		$	392		$	175
Net gains (losses) on fair value hedging relationships
Interest contracts
Recognized on hedged items			(153)			—			78			—
Recognized on derivatives designated as hedging instruments			108			—			(71)			—
Net income (expense) recognized on fair value hedges			$	(45)		$	—		$	7		$	—
Net gain (loss) on cash flow hedging relationships
Realized gains (losses) (pre-tax) reclassified from AOCI into net income
Interest contracts			$	(1)		$	(93)		$	—		$	—
Net income (expense) recognized on cash flow hedges			$	(1)		$	(93)		$	—		$	—

The following table summarizes the pre-tax effect of our cash flow hedges for the three-month periods ended March 31, 2026, and March 31, 2025.

Three months ended, Dollars in millions			March 31, 2026			March 31, 2025
Net Gains (Losses) Recognized in OCI
Interest income — Loans			$	449		$	241
Interest expense — Long-term debt			2			(1)
Total			$	451		$	240
Net Gains (Losses) Reclassified From AOCI Into Income
Interest income — Loans			$	(36)		$	(93)
Interest expense — Long-term debt			(1)			(1)
Total			$	(37)		$	(94)

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-month periods ended March 31, 2026, and March 31, 2025, and where they are recorded on the income statement.

			Three months ended March 31, 2026															Three months ended March 31, 2025
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			$	8		$	—		$	—					$	8					$	8		$	—		$	6					$	14
Foreign exchange			13			—			—						13						12			—			—						12
Commodity			2			—			—						2						2			—			—						2
Credit			—			—			(8)						(8)						—			—			(12)						(12)
Other			—			2			50						52						—			—			5						5
Total net gains (losses)			$	23		$	2		$	42					$	67					$	22		$	—		$	(1)					$	21

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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 $45 million was netted against derivative assets on the balance sheet at March 31, 2026, compared to $103 million of cash collateral netted against derivative assets at December 31, 2025. The cash collateral netted against derivative liabilities totaled $235 million at March 31, 2026, and $80 million at December 31, 2025. Our means of mitigating and managing exposure to credit risk on derivative contracts is described in Note 7 (“Derivatives and Hedging Activities”) beginning on page 139 of our 2025 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			March 31, 2026			December 31, 2025
Interest rate			$	47		$	82
Foreign exchange			58			39
Commodity			256			149
Other			52			8
Derivative assets before collateral			413			278
Plus(Less): Related collateral			(45)			(103)
Total derivative assets			$	368		$	175

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 net liability position as of March 31, 2026 and December 31, 2025. 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 7 (“Derivatives and Hedging Activities”) beginning on page 139 of our 2025 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 March 31, 2026, and December 31, 2025. 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.

			March 31, 2026												December 31, 2025
Dollars in millions			Notional Amount			Average Term (Years)			Payment / Performance Risk						Notional Amount			Average Term (Years)			Payment / Performance Risk
Other			$	4		4.66			2.49		%				$	9		3.62			1.76		%
Total credit derivatives sold			$	4		—			—						$	9		—			—

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 March 31, 2026, 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.

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Dollars in millions			March 31, 2026						December 31, 2025
Net derivative liabilities with credit-risk contingent features			$	(130)					$	(49)
Collateral posted			126						49

As of March 31, 2026, and December 31, 2025, 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 March 31, 2026, and December 31, 2025, 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 114 of our 2025 Form 10-K.

Commercial

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

			Three months ended March 31,
Dollars in millions			2026			2025
Balance at beginning of period			$	577		$	609
Servicing retained from loan sales			22			15
Purchases			4			4
Amortization			(31)			(31)
Balance at end of period			$	572		$	597
Fair value at end of period			$	733		$	805

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 sensitivity, range, and weighted average of the significant unobservable inputs used to determine the fair value of our commercial mortgage servicing assets at March 31, 2026, and December 31, 2025, along with the valuation techniques, are shown in the following table:

						March 31, 2026												December 31, 2025
			Significant Unobservable Input			Range						Weighted Average						Range						Weighted Average
															Escrow earn rate												3.92		%	4.11		%	4.10		%				3.94		%	4.09		%	4.08		%
			Effect on fair value from 10% adverse change									$	(29)											$	(29)
			Effect on fair value from 20% adverse change									(57)												(57)
			Residual cash flows discount rate			6.97		%	10.83		%	10.58		%				6.96		%	10.84		%	10.58		%
			Effect on fair value from 10% adverse change									$	(19)											$	(19)
			Effect on fair value from 20% adverse change									(36)												(36)
			Expected defaults			1.00		%	1.50		%	1.03		%				1.00		%	2.00		%	1.01		%
			Effect on fair value from 10% adverse change									$	(2)											$	(2)
			Effect on fair value from 20% adverse change									(3)												(3)
			Loan assumption rate			8.00		%	45.00		%	9.83		%				8.00		%	45.00		%	10.05		%
			Effect on fair value from 10% adverse change									$	(6)											$	(6)
			Effect on fair value from 20% adverse change									(12)												(13)

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

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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 sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the

effect of an adverse variation in a particular assumption on the fair value is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change.

Assumptions and information for originated commercial mortgage servicing right additions for the year ended March 31, 2026 are shown in the following table:

Dollars in millions			March 31, 2026
Unpaid principal balance of loans sold during the period			$	1,685
Pretax gains related to the sale of mortgage loans			30
Weighted average servicing fee rate			0.17		%
Weighted average assumptions:
Escrow earn rate assumption			4.26		%
Discount rate assumption			10.34		%
Default rate assumption			1.02		%
Prepayment rate assumption			12.26		%

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 $93 million for the three-month period ended March 31, 2026, and $107 million for the three-month period ended March 31, 2025. 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 March 31,
Dollars in millions			2026			2025
Balance at beginning of period			$	112		$	111
Servicing retained from loan sales			5			3
Amortization			(3)			(3)
Balance at end of period			$	114		$	111
Fair value at end of period			$	140		$	138

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 sensitivity, range, and weighted-average of the significant unobservable inputs used to fair value our mortgage servicing assets at March 31, 2026, and December 31, 2025, along with the valuation techniques, are shown in the following table:

						March 31, 2026												December 31, 2025
			Significant Unobservable Input			Range						Weighted Average						Range						Weighted Average
															Prepayment speed												5.60		%	32.73		%	8.04		%				6.01		%	33.07		%	8.33		%
			Effect on Fair Value of a 10% adverse change									$	(4)											$	(4)
			Effect on Fair Value of a 20% adverse change									(8)												(8)
			Discount rate			6.50		%	8.75		%	6.62		%				6.50		%	8.75		%	6.62		%
			Effect on Fair Value of a 10% adverse change									$	(4)											$	(4)
			Effect on Fair Value of a 20% adverse change									(7)												(7)
			Servicing cost			$	70.00		$	4,332		$	76.72					$	70.00		$	4,332		$	76.47

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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 sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the

effect of an adverse variation in a particular assumption on the fair value is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change.

The amortization of residential servicing assets for March 31, 2026, 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 $13 million for the three-month period ended March 31, 2026, and $9 million for the three-month period ended March 31, 2025. 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 9 (“Leases”) beginning on page 147 of our 2025 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.

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 March 31,
Dollars in millions			2026			2025
Sales-type and direct financing leases
Interest income on lease receivable			$	12		$	15
Interest income related to accretion of unguaranteed residual asset			2			2
Interest income on deferred fees and costs			6			5
Total sales-type and direct financing lease income			$	20		$	22
Operating leases
Operating lease income related to lease payments			$	9		$	12
Other operating leasing gains (losses)			(1)			(3)
Total operating lease income and other leasing gains			8			9
Total lease income			$	28		$	31

10. 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 12 (“Variable Interest Entities”) beginning on page 151 of our 2025 Form 10-K.

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LIHTC and NMTC investments. We had $2.4 billion and $2.4 billion of investments in LIHTC operating partnerships at March 31, 2026, and December 31, 2025, 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 March 31, 2026, and December 31, 2025, we had liabilities of $1.1 billion and $1.1 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 March 31, 2026, and December 31, 2025. 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 12 (“Variable Interest Entities”) beginning on page 151 of our 2025 Form 10-K.

			Unconsolidated VIEs
Dollars in millions			Total Assets			Total Liabilities			Maximum Exposure to Loss
March 31, 2026
LIHTC investments			$	9,635		$	4,252		$	2,853
December 31, 2025
LIHTC investments			$	11,212		$	5,026		$	2,913

We had $17 million and $18 million in NMTC investments at March 31, 2026 and December 31, 2025, 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 three months ended March 31, 2026, we recognized $68 million of amortization, $68 million of tax credits and $17 million of other tax benefits associated with these investments within “income taxes” on our income statement. During the three months ended March 31, 2025, we recognized $68 million of amortization, $66 million of tax credits and $17 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 $8 million and $9 million at March 31, 2026 and December 31, 2025, 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 March 31, 2026, and December 31, 2025.

			Unconsolidated VIEs
Dollars in millions			Total Assets			Total Liabilities			Maximum Exposure to Loss
March 31, 2026
Indirect investments			$	1,721		$	1		$	9
December 31, 2025
Indirect investments			$	1,858		$	3		$	10

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 March 31, 2026, and December 31, 2025, that can be used to settle the entities’ obligations. The entities had no liabilities at March 31, 2026, and December 31, 2025, and other equity investors have no recourse to our general credit.

Additional information on our indirect and direct principal investments is provided in Note 5 (“Fair Value Measurements”) beginning on page 131 and in Note 12 (“Variable Interest Entities”) beginning on page 151 of our 2025 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

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variable interest that could potentially be significant. The table below shows our assets and liabilities associated with these unconsolidated VIEs at March 31, 2026, and December 31, 2025. 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. Our maximum exposure to loss is equal to the value of the assets recorded. Of the total balance as of March 31, 2026, $41 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 12 (“Variable Interest Entities“) under the heading “Other unconsolidated VIEs” on page 152 of our 2025 Form 10-K.

			Other unconsolidated VIEs
Dollars in millions			Total Assets			Total Liabilities
March 31, 2026
Other unconsolidated VIEs			$	477		$	—
December 31, 2025
Other unconsolidated VIEs			$	508		$	—

11. 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, many of which are generally effective in the current year. Key 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 20.7% for the first quarter of 2026 and 21.2% for the first quarter of 2025. 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 March 31, 2026, we had a net deferred tax asset of $1.2 billion, compared to a net deferred tax asset of $1.2 billion at December 31, 2025, 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 $5 million at March 31, 2026, and $5 million at December 31, 2025. The valuation allowance is associated with federal and state capital loss carryforwards, and state net operating loss carryforwards.

Unrecognized Tax Benefits

At March 31, 2026, Key’s unrecognized tax benefits were $3 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.”

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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.

12. Discontinued Operations

Discontinued operations primarily includes our government-guaranteed and private education lending business. At March 31, 2026, and December 31, 2025, approximately $194 million and $205 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.

13. Borrowings

The following table presents a summary of our short-term borrowings:

Dollars in millions			March 31, 2026			December 31, 2025
Securities sold under repurchase agreements			$	34		$	13
Other short-term borrowings			6,149			1,071

Long-term borrowings

The following table presents the contractual rates and maturity dates of our long-term debt as of March 31, 2026 and the carrying values as of March 31, 2026 and December 31, 2025. We use interest rate swaps and caps, which modify the repricing characteristics of certain long-term debt, to manage interest rate risk. For more information about such financial instruments, see Note 7 (“Derivatives and Hedging Activities”). 

			March 31, 2026						March 31, 2026			December 31, 2025
Dollars in millions			Stated Rate			Maturity			Carrying Value
Parent Company
Senior notes			2.25% - 6.40%			2027 - 2037			$	5,394		$	4,659
Junior subordinated debentures			4.66% - 7.75%			2028 - 2037			445			447
Total parent company									$	5,839		$	5,106
Subsidiaries
Senior notes			3.75% - 5.85%			2027 - 2039			$	2,222		$	2,229
Subordinated notes			3.40% - 6.95%			2026 - 2032			1,930			1,932
Federal Home Loan Bank advances			1.39% - 7.36%			2026 - 2042			808			560
Other long-term debt(a)									78			90
Total subsidiaries									$	5,038		$	4,811
Total long-term debt									$	10,877		$	9,917

(a)Includes debt associated with secured borrowings, investment fund financing, and capital lease obligations.

14. 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 or actual 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 or non-monetary relief. At times, these matters may present novel claims or legal theories. Due to the complex nature

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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 accruals. 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 accruals 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 a liability for said loss, consistent with applicable accounting guidance. Based on information currently available to us and advice of counsel, we believe that our established accruals 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 March 31, 2026. 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 115 of our 2025 Form 10-K.

March 31, 2026			Maximum Potential Undiscounted Future Payments			Liability Recorded
Dollars in millions
Financial guarantees:
Standby letters of credit			$	7,112		$	78
Recourse agreement with FNMA			8,240			59
Residential mortgage reserve			3,438			8
Written options (a)			3,882			27
Total			$	22,672		$	172

(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 March 31, 2026, is low. Information pertaining to the nature of each of the guarantees listed below is included in Note 19 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Guarantees” beginning on page 166 of our 2025 Form 10-K.

Standby letters of credit. At March 31, 2026, our standby letters of credit had a remaining weighted-average life of 2.1 years, with remaining actual lives ranging from less than 1 year to 8.7 years.

Recourse agreement with FNMA. At March 31, 2026, the outstanding commercial mortgage loans in this program had a weighted-average remaining term of 5.7 years, and the unpaid principal balance outstanding of loans sold by us as a participant was $25.2 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 32.7% of the principal balance of loans outstanding at March 31, 2026. 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 $59 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 March 31, 2026, the unpaid principal balance outstanding of loans sold by us in this program was $11.5 billion. The maximum potential amount of undiscounted future payments that we could be

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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 March 31, 2026. 

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 March 31, 2026. For more information on our residential mortgages, see Note 8 (“Mortgage Servicing Assets”).

Written 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 March 31, 2026, our written put options had an average life of 1.4 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 19 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Other Off-Balance Sheet Risk” on page 167 of our 2025 Form 10-K.

15. Accumulated Other Comprehensive Income

Our changes in AOCI for the three months ended March 31, 2026, and March 31, 2025, 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, 2025			$	(1,716)		$	(7)					$	(237)		$	(1,960)
Other comprehensive income before reclassification, net of income taxes			(172)			(119)						—			(291)
Amounts reclassified from AOCI, net of income taxes (a)			—			28						2			30
Net current-period other comprehensive income, net of income taxes			(172)			(91)						2			(261)
Balance at March 31, 2026			$	(1,888)		$	(98)					$	(235)		$	(2,221)

Balance at December 31, 2025			$	(2,734)		$	(434)					$	(302)		$	(3,470)
Other comprehensive income before reclassification, net of income taxes			424			122						64			610
Amounts reclassified from AOCI, net of income taxes (a)			—			71						2			73
Net current-period other comprehensive income, net of income taxes			424			193						66			683
Balance at March 31, 2025			$	(2,310)		$	(241)					$	(236)		$	(2,787)

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

Our reclassifications out of AOCI for the three months ended March 31, 2026, and March 31, 2025, are as follows:

			Three months ended March 31,						Affected Line Item in the Consolidated Statement of Income
Dollars in millions			2026			2025
Unrealized gains (losses) on derivative financial instruments
Interest rate			$	(36)		$	(93)		Interest income — Loans
Interest rate			(1)			(1)			Interest expense — Long-term debt
			(37)			(94)			Income (loss) from continuing operations before income taxes
			(9)			(23)			Income taxes
			$	(28)		$	(71)		Income (loss) from continuing operations
Net pension and postretirement benefit costs
Amortization of losses			$	(2)		$	(2)		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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16. 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.

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. During the first quarter of 2026, Key completed $389 million, or approximately 18 million shares, in share repurchases including $45 million, or approximately 2 million shares, from Scotiabank pursuant to our repurchase agreement described above. We also repurchased $46 million of shares related to equity compensation programs in the first quarter of 2026.

Consistent with our capital plan, the Board declared a quarterly dividend of $.205 per Common Share for the first quarter of 2026.

Preferred Stock

The following table summarizes our preferred stock at March 31, 2026.

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			First quarter 2026 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

17. Business Segment Reporting

The following is a description of the segments and their primary businesses at March 31, 2026.

Consumer Bank

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.

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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.

We use an internal FTP framework to measure the performance of its operating segments. Under this framework, business segments receive funding credits for liabilities generated and incur funding charges for assets held, based on market‑based funding assumptions, in order to isolate business operating performance from interest rate risk.

Interest rate risk is managed centrally. Because differences exist in the timing and repricing characteristics of assets and liabilities across the balance sheet, a residual impact from centrally managed interest rate risk is not allocated to the operating segments and is reflected within the Other segment.

Effective January 1, 2026, we revised our segment reporting presentation to reflect this residual impact within the Other segment. Previously, these residual amounts were included in net interest income for the Consumer and Commercial Bank segments. This change aligns segment reporting with how management evaluates performance and manages interest rate risk on a centralized basis and affects only the presentation of segment results. Prior period segment results have been recast to reflect this change in segment reporting presentation. There was no impact on the Company’s consolidated financial statements for any period presented.

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-month periods ended March 31, 2026, and March 31, 2025. Capital is assigned to each business segment based on a combination of regulatory and economic equity.

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Three months ended March 31,			Consumer Bank									Commercial Bank									Other									Total Key
Dollars in millions			2026			2025						2026			2025						2026			2025						2026			2025
SUMMARY OF OPERATIONS
Net interest income (TE)			$	738		$	706					$	672		$	636					$	(180)		$	(237)					$	1,230		$	1,105
Noninterest income			240			226						445			411						38			31						723			668
Total revenue (TE) (a)			978			932						1,117			1,047						(142)			(206)						1,953			1,773
Provision for credit losses			40			43						70			75						(4)			—						106			118
Personnel expense			231			218						196			189						316			273						743			680
Other direct noninterest expense			133			142						66			77						239			232						438			451
Support and overhead			345			315						212			198						(557)			(513)						—			—
Income (loss) from continuing operations before income taxes (TE)			229			214						573			508						(136)			(198)						666			524
Allocated income taxes and TE adjustments			56			51						122			109						(34)			(42)						144			118
Income (loss) from continuing operations			173			163						451			399						(102)			(156)						522			406
Income (loss) from discontinued operations, net of taxes			—			—						—			—						—			(1)						—			(1)
Net income (loss)			$	173		$	163					$	451		$	399					$	(102)		$	(157)					$	522		$	405
AVERAGE BALANCES (b)
Loans and leases			$	34,005		$	36,819					$	73,146		$	67,058					$	586		$	477					$	107,737		$	104,354
Total assets (a)			37,341			39,806						82,585			76,946						66,323			69,338						186,249			186,090
Deposits			87,796			88,306						58,929			57,481						574			2,755						147,299			148,542

(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.

18. Revenue from Contracts with Customers

The following table represents a disaggregation of revenue from contracts with customers, by business segment, for the three-month periods ended March 31, 2026, and March 31, 2025. 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 March 31, 2026												Three months ended March 31, 2025
Dollars in millions			Consumer Bank			Commercial Bank			Total Contract Revenue						Consumer Bank			Commercial Bank			Total Contract Revenue
NONINTEREST INCOME
Trust and investment services income			$	129		$	19		$	148					$	113		$	19		$	132
Investment banking and debt placement fees			—			152			152						—			127			127
Services charges on deposit accounts			34			43			77						33			35			68
Cards and payments income			40			42			82						42			40			82
Other noninterest income			3			—			3						2			—			2
Total revenue from contracts with customers			$	206		$	256		$	462					$	190		$	221		$	411
Other noninterest income (a)									$	223											$	226
Noninterest income from other segments(b)									38												31
Total noninterest income									$	723											$	668

(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 17 (“Business Segment Reporting”) for more information.

We had no material contract assets or contract liabilities as of March 31, 2026 and March 31, 2025.

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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 March 31, 2026, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three-month periods ended March 31, 2026 and 2025, 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, 2025, 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 23, 2026, 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, 2025, 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

May 5, 2026

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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 14 (“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 11-24 of our 2025 Form 10-K; Part I, Item 1A. Risk Factors, on pages 25-43 of our 2025 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. During the fourth quarter of 2025, we began repurchasing shares under the share repurchase program. 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.

During the first quarter of 2026, Key completed $389 million, or approximately 18 million shares, in share repurchases including $45 million, or approximately 2 million shares, from Scotiabank pursuant to our repurchase agreement described above. We also repurchased $46 million of shares related to equity compensation programs in the first quarter of 2026.

The following table summarizes our repurchases of our Common Shares for the three months ended March 31, 2026. Refer to Note 16 (“Shareholders' Equity”) for more information regarding share repurchases made during the three months ended March 31, 2026.

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
January 1 - 31			3,211,357						$	21.30					3,204,855						$	730,933,896
February 1 -28			12,602,456						21.99						10,444,920						500,561,934
March 1 - 31			4,319,273						20.90						4,319,070						410,283,042
Total			20,133,086						$	21.65					17,968,845

(a)Includes Common Shares deemed surrendered by employees in connection with our stock compensation and benefit plans to satisfy tax obligations.

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 March 31, 2026,

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

10.1			Transition Letter, dated March 2, 2026, by and between Amy G. Brady and KeyCorp, filed as Exhibit 10.1 to Form 8-K on March 2, 2026).# ^
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, 2025. ^
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 March 31, 2026, 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 March 31, 2026, formatted in inline XBRL (contained in Exhibit 101).

*			Furnished herewith.
#			Management contract or compensatory plan or arrangement.
^			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)
May 5, 2026			/s/ Stacy L. Gilbert
			By:  Stacy L. Gilbert
			Chief Accounting Officer (Principal Accounting Officer)

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FAQ

How much did KeyCorp (KEY) earn in the first quarter of 2026?

KeyCorp reported net income from continuing operations attributable to common shareholders of $486 million, or $0.44 diluted earnings per share, for the first quarter of 2026. These results reflect higher net interest income, stronger fee revenue, and stable credit performance compared with the prior year period.

How did KeyCorp’s net interest income and margin perform in Q1 2026?

In Q1 2026, KeyCorp’s tax‑equivalent net interest income reached $1.23 billion, up $125 million year over year, and its net interest margin improved to 2.87%. Gains were driven by lower deposit costs, reinvestment of securities into higher‑yielding assets, and growth in commercial and industrial loans.

What were KeyCorp’s loan and deposit levels as of March 31, 2026?

At March 31, 2026, KeyCorp had total loans from continuing operations of $109.2 billion and total deposits of $147.8 billion. Commercial loans grew to $79.8 billion, while consumer loans were $29.4 billion, reflecting intentional runoff of certain lower‑yielding consumer balances.

How strong are KeyCorp’s capital ratios in the first quarter of 2026?

KeyCorp ended March 31, 2026 with a Common Equity Tier 1 ratio of 11.4%, Tier 1 capital ratio of 13.03%, and total risk‑based capital ratio of 15.18%. These levels exceed regulatory minimums, providing a substantial buffer to support lending, absorb stress, and continue capital return activities.

What guidance did KeyCorp provide for full-year 2026 compared with 2025?

KeyCorp expects 2026 revenue on a tax‑equivalent basis to be about 7% above 2025, with net interest income up 9–10%. It anticipates noninterest income rising 3–4% (5–6% on an adjusted basis), adjusted noninterest expense up 3–4%, average loans up 2–4%, and an effective tax rate near 22%.

How did KeyCorp’s Consumer Bank and Commercial Bank segments perform in Q1 2026?

In Q1 2026, the Consumer Bank generated net income of $173 million, while the Commercial Bank earned $451 million. Both segments saw higher tax‑equivalent net interest income and noninterest income versus 2025, with the Commercial Bank benefiting from strong commercial and industrial loan growth and higher investment banking fees.