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KEYKeyCorp

Financials · Banks · NYSE

KeyCorp, organized in 1958 under the laws of the State of Ohio, is headquartered in Cleveland, Ohio. 10-K, Item 1

KEY quote by TradingView
Headquarters
Cleveland, OH
CEO
Christopher M. Gorman
Next results
around Jan 19, 2027
Compare with peers → Embed

10-K 0001628280-26-010546 (2026-02-23) vs 10-K 0000091576-25-000038 (2025-02-21)

SectionCompared textWords nowChanged
Risk FactorsItem 1A13,947 19.9%
MD&AItem 719,535 20.6%
Legal ProceedingsItem 3, via Note 19 – Commitments, Contingent Liabilities, and Guarantees1,844 5.3%
Accounting PoliciesItem 8, Note 1 – Summary of Significant Accounting Policies7,531 4.4%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 872 words changed in this paragraph; it is 37% similar to last year's version.
Group Overview and Responsibilities Activities Board of Directors –Oversight •Oversight capacity –Understands •Understands Key's risk philosophy –Oversees •Oversees that Key’s risks are managed in a manner that is effective and balanced –Approves •Approves the risk appetite –Fiduciary •Fiduciary duty to Key’s shareholders –Inquires •Inquires about risk practices –Reviews •Reviews the portfolio of risks –Compares •Compares the actual risks to the risk appetite –Is •Is apprised of significant risks, both actual and emerging, and determines whether management is responding appropriately –Challenges •Challenges management and promotes accountability Board of Directors Audit Committee (a) –Assists the Board in oversight of financial statement integrity, regulatory and legal requirements, independent auditors’ qualifications and independence, and the performance of the internal audit function and independent auditors –Meets with management and approves significant policies relating to the risk areas overseen by the Audit Committee –Assists the Board in oversight of financial reporting, legal matters, and fraud risk –Receives reports on enterprise risk –Meets bi-monthly –Convenes to discuss the content of our financial disclosures and quarterly earnings releases Board of Directors Risk Committee (a) –Assists Committee(a) •Assists the Board in oversight of strategies, policies, procedures, and practices relating to the assessment and management of enterprise-wide risk, including credit, market, liquidity, model, operational, compliance, reputation, strategic, and strategic technology risks –Reviews •Reviews and provides oversight of management’s activities related to the enterprise-wide risk management framework, which includes an annual review of the ERM Policy, including the Risk Appetite Statement, and management and ERM reports –Assists •Assists the Board in overseeing risks related to capital adequacy, capital planning, and capital actions –Approves •Approves any material changes to the charter of the ERM Executive Level (Level II) Risk Governance Committee charters and significant policies relating to risk management, including corporate risk tolerances metrics for major risk categories ERM Board of Directors Compensation & Organization Committee(a) •Assists the Board in oversight of compensation policies and practices to support Key’s efforts to attract, retain, develop, motivate, and reward a high performing and collaborative workforce to achieve its business objectives •Oversees compensation for Key’s Board-Reported Executives, talent management and organizational development, including succession planning, leadership development and strategic hiring objectives Board of Directors Nominating & Corporate Governance Committee(a) •Assists the Board with oversight of corporate governance matters and Key’s policies and practices on significant issues of corporate responsibility •Oversees the evaluation of the Board, the directors, and the Lead Director •Provides guidance on Board-related matters, including director candidates, director compensation, director independence, the Board committee structure, and succession planning matters •Reviews the Corporate Governance Guidelines •Provides oversight with respect to community investment strategy Board of Directors Technology Committee –Chaired (a) •Assists the Board with oversight of major technology investments and technology risks •Supports Key’s strategic objectives in areas such as cybersecurity, fraud, and data, project management, technology strategy, technology innovation, and emerging technology trends •In consultation with the Risk Committee, oversees technology-related risks including (but not limited to) cybersecurity, business resiliency, and other technology-related risks as necessary and appropriate Board of Directors Audit Committee(a) •Assists the Board in oversight of financial statement integrity, regulatory and legal requirements, independent auditors’ qualifications and independence, and the performance of the internal audit function and independent auditors •Meets with management and approves significant policies relating to the risk areas overseen by the Chief Executive Officer Audit Committee •Assists the Board in oversight of financial reporting, legal matters, and comprising the Chief Risk Officer and other senior level executives –Approves and manages the risk-adjusted capital framework we use to manage risks –Manage fraud risk and ensure that the corporate •Receives reports on enterprise risk profile is managed in a manner consistent with our risk appetite –Oversees the ERM Program, which encompasses our risk philosophy, policy, framework, and governance structure for the management of risks across the entire company Disclosure Committee –Includes representatives from each of the Three Lines of Defense –Convenes quarterly •Convenes to discuss the content of our 10-Q financial disclosures and 10-K –Meets quarterly to review recent internal and external events to determine whether all appropriate disclosures have been made in reports filed with the SEC Tier 2 earnings releases Executive Level (Level II) Risk Governance Committees –Includes •Includes ERM Committee, Asset Liability Committee, Capital Committee, Credit Risk Committee, Compliance Risk Committee, and Operational Risk Committee, as well as the Compensation & Benefits Oversight Committee and the Disclosure Committee. Level II Risk Governance Committees report to the Risk Committee of the Board (except for the Compensation & Benefits Oversight Committee, which reports to the Compensation & Organization Committee of the Board, and the Disclosure Committee, which reports to the Audit Committee of the Board) and are generally responsible for the activities listed herein •Escalation of risk issues, particularly issues that have the potential to increase aggregated risk beyond Key’s risk appetite, to the appropriate Level I Governance Committee, typically the Risk or Audit Committees of the Board •Identifying early warning events or trends, top and emerging risks and discussing forward looking assessments •Approving certain risk metrics •Monitoring certain metric limits, as well as associated risk levels to the Board approved risk appetite •Providing governance, direction, oversight and high-level management of their associated risk and the risk assessment process which is used in capital adequacy stress testing; •Monitoring stress testing results related to their associated risks (if required per committee charter) and escalating emerging risks as appropriate •Providing assurance, advice and support to the Risk Committee on their associated risk Management Level (Level III) Risk Governance Committees •Includes attendees from each of the Three Lines of Defense –Supports Defense: First Line (line of business and support areas), Second Line (risk management), and Third Line (internal audit function) •Supports the ERM Committee, Asset Liability Committee, Capital Committee, Credit Risk Committee, Compliance Risk Committee, and Operational Risk Committee, as well as the Compensation & Benefits Oversight Committee and the Disclosure Committee, by identifying early warning events and trends, escalating emerging risks, and discussing forward-looking assessments –The First Line of Defense is the line of business primarily responsible to accept, own, proactively identify, monitor, and manage risk –The Second Line of Defense comprises Risk Management representatives who provide independent, centralized oversight over all risk categories by aggregating, analyzing, and reporting risk information –Risk Review, our internal audit function, provides the Third Line of Defense. Its role is to provide independent assessment and testing of the effectiveness of, appropriateness of, and adherence to KeyCorp’s risk management policies, practices, and controls Internal Audit –Provide •Provides the KeyCorp Board and management with independent, risk-based, and objective assurance, advice, insight, and foresight. –Conducts foresight •Conducts objective examinations of evidence for the purpose of providing independent assessments to the Audit Committee, management, and outside parties on the adequacy and effectiveness of business processes, risk management activities, internal controls, and governance processes for KeyCorp. KeyCorp

Source: Item 7, 10-K 0001628280-26-010546 vs Item 7, 10-K 0000091576-25-000038

Risk Factors 148 words changed in this paragraph; it is 54% similar to last year's version.
Views about corporate responsibility and sustainability-related issues are diverse, differing, dynamic, and rapidly changing. Financial services companies, including Key, face increasing criticism with accompanying reputational risk from social activists, politicians, investors, and environmental activists stakeholders who target companies, including Key, believe companies should be focusing more or less on environmental, social, political, and governance matters. Companies in our industry are also targeted for engaging or not engaging in business with clients engaged specific customers or with customers in industries which such activists perceive to be harmful to communities or the environment. Such criticism directed at Key could generate dissatisfaction among our stakeholders. particular industries. Additionally, however we respond to such criticism, we face the risk that current or potential clients customers may decline to do business with us (or encourage others to do so) or current or potential employees refuse to work with us. for us and could subject us to litigation or regulatory action. This can be true regardless of whether we are perceived by some as not having done enough to address activist these concerns or by others as having inappropriately yielded to activist stakeholder pressures. Conversely, there exists anti-environmental, social and governance (ESG) and anti-diversity, equity, and inclusion (DEI) sentiment among certain stakeholders and government institutions, which has gained momentum across the U.S. For example, President Trump recently issued an executive order opposing DEI initiatives in the private sector, and certain states have

Source: Item 1A, 10-K 0001628280-26-010546 vs Item 1A, 10-K 0000091576-25-000038

Accounting Policies 45 words changed in this paragraph; it is 62% similar to last year's version.
The amount of capital being allocated to our reporting units as a proxy for the carrying value is based on a combination of regulatory and economic equity. Fair values are estimated using a combination of market and income approaches. The market approach incorporates comparable public company multiples along with data related to recent merger and acquisition activity. The income approach consists of discounted cash flow modeling that utilizes internal forecasts and various other inputs and assumptions. A multi-year internal forecast is prepared

Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001628280-26-010546 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0000091576-25-000038

Legal Proceedings 20 words changed in this paragraph; it is 87% similar to last year's version.
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 December 31, 2024, is low.

Source: Item 3, via Note 19 – Commitments, Contingent Liabilities, and Guarantees, 10-K 0001628280-26-010546 vs Item 3, via Note 22 – Commitments, Contingent Liabilities, and Guarantees, 10-K 0000091576-25-000038

Every change, by type

Sentences and paragraphs of KEY's Risk Factors and MD&A, 10-K 2026-02-23 against 10-K 2025-02-21. Each links to the text at sec.gov.

All 256 Added 45Removed 53Reworded 153Quiet changes 5

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
After disruptions in 2022 through early 2024 as a result of the increases in the Fed Funds rate and dislocations in the office sector as a result of COVID-19, the commercial and residential real estate markets have remained relatively steady over the past 18 months as they have adjusted to a more “normalized” rate environment. Capitalization rates and commercial property prices have been supported by a continued inflow of capital into the real estate markets. However, potential headwinds (labor market, geo-political, rate environment) could impact the real estate markets and Key’s portfolio moving forward.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedRisk Factors
A large portion of our clients are active in real estate, with most focused on the multifamily space, which has been the best performing real estate sector over the cycle. However, while development and construction have continued

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedRisk Factors
at muted levels over the past two years, oversupply of multifamily housing is a concern in certain urban markets. This oversupply has resulted in higher vacancy rates and put pressure on some borrowers to achieve underwritten rents. These two factors impact the ability of borrowers to generate sufficient cash flow in order to make debt service payments on loans or to refinance the loans at maturity. Key’s risk to any specific market is limited, with all metropolitan statistical area concentrations less than 4%. Further, Key has limited its exposure to rent-controlled properties across the country, with no exposure to rent-controlled properties in New York City.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedRisk Factors
An inability to grow cash flow or pressure on expenses created by supply chain, insurance, or interest rate increases would result in an increase in the level of payment defaults within the sector, as well as limiting refinance options. Further, these pressures would likely result in an outflow of capital from the real estate markets, which would in turn drive up capitalization rates and decrease property values.We are subject to the risk of defaults by our loan clients and counterparties.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedRisk Factors
•A decrease in the value of collateral, or an increase in the haircuts on that collateral, that we pledge to secure funding and liquidity, reducing the quantum of that funding and/or liquidity;

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedRisk Factors
To facilitate our wholesale funding and other business activities, we maintain credit ratings with three major credit rating agencies, and their assessments of our capital and liquidity are prominent determinants of our credit ratings. Additionally, from time to time, the agencies revise their bank rating methodologies and may increase their expectations of the amount and/or type of capital and liquidity we hold in order to maintain our investment grade credit ratings. In certain cases, those rating agency requirements may exceed regulatory requirements, making the

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedRisk Factors
rating agency requirements our binding constraint and increasing our capital and/or liquidity costs above what they would otherwise be and potentially reducing our profitability.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedRisk Factors
We rely on customer deposits as a low-cost and stable source of funding. KeyBank competes with banks and other financial institutions, and increasingly with non-banks that offer non-deposit and other alternative savings vehicles, such as stablecoins, for deposits. If demand for deposit alternatives were to grow materially, KeyBank could experience deposit outflows or be compelled to materially increase deposit interest rates to retain its deposits. Customers may also shift their deposits from non-interest bearing to interest bearing accounts or otherwise to higher cost products at KeyBank. Our ability to maintain and grow deposits may be constrained by gaps in our product offerings, emerging technologies and changes in consumer behaviors and preferences, our scale relative to other banks and financial institutions, underlying macroeconomic conditions and monetary policy, and loss of confidence in our brand and our business. To the extent that KeyBank is unable to retain deposits, funding costs may increase as such deposits are replaced with more expensive wholesale funding. Any adverse movement in deposits and associated higher funding costs could reduce our net interest margin and net interest income and otherwise materially and adversely affect our liquidity, financial condition, and results of operations.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedRisk Factors
Further, regulatory guidance adopted by federal banking regulators related to how banks select, contract with, evaluate, engage with, and manage their third parties, including such third parties’ use of subcontractors and

Read it in 10-K 2026-02-23 at sec.gov ↗

RemovedRisk Factors
◦Societal and governmental responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
Our ERM program incorporates risk management throughout our organization to identify, understand, and manage the risks presented by our business activities. Our ERM program identifies Key’s major risk categories as: compliance risk, operational risk, liquidity risk, market risk, credit risk, model risk, reputation risk, strategic risk, and estimates and assumptions risk. These risk factors, and other risks we may face, are discussed in more detail in other sections of this report.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
Recent Federal Reserve monetary policy, including shrinkage of its balance sheet and incremental increases in target interest rates early in 2023 followed by a sustained period of relatively higher target interest rates throughout the latter part of 2023 and 2024, continue to impact the commercial and residential real estate markets. Capitalization rates have risen, and property value appreciation has slowed and continues to decline. In many markets within Key’s footprint, property values continue to decrease. Industrial and retail properties continue to remain stable, but multifamily, office, hospitality, and single family detached properties show signs of deterioration. Development and construction continue, but at muted levels, and deliveries of additional units into the market have been supported. Oversupply of multifamily housing is a concern in certain urban and gateway markets. However, our exposures in those markets are limited (for example, approximately 5% of our multifamily portfolio is located in New York City, Chicago, Los Angeles, and San Francisco; we also have no exposure to rent controlled properties in New York City).

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
The most severely impacted commercial real estate segments have been in office. Key’s non-owner occupied office exposures are 5% of our total commercial real estate exposure. Substantial deterioration in property market fundamentals could negatively impact our portfolio, with a large portion of our clients active in real estate but in the comparatively better performing multifamily space over the cycle. A correction in the real estate markets could impact the ability of borrowers to make debt service payments on loans or to refinance the loans at maturity.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
Further, as market conditions evolve and respond to the influence of government agency initiatives, or lack thereof, the slope of the yield curve will shift and influence our loan and deposit rates and value of investments. The actions of federal agencies are not fully predictable which contributes to market volatility and changes to the slope of the yield curve.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
Natural disasters, including wildfires, tornadoes, severe storms, and hurricanes, have seemingly become more frequent and severe due to climate change. The timing and effects of these climate-related physical risks are difficult to accurately predict, and the potential impact of such risks on our operations, employees, communities, and

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
Societal and governmental responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
Concerns over the long-term impacts of climate change have led and may continue to lead to governmental efforts around the world to mitigate those impacts, creating potential transition risk. Transition risks could include additional regulatory requirements or legislation, changes in stakeholder behaviors, or the development of new technologies to aid in the transition to a low-carbon economy, New and/or changing regulatory requirements could affect our results by requiring us to take costly measures to comply with any new laws or regulations related to climate change that may be adopted by federal, state, and local governments or regulators. Consumers and businesses also may change their own behavior as a result of these concerns. We and our customers may face cost increases, asset value reductions, operating process changes, and the like. In addition, the multiple and potentially conflicting laws and regulations regarding climate change that have been or may be adopted by various jurisdictions could increase our cost of doing business and make compliance with such laws and regulations more difficult. The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon-intensive activities.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
The increase in remote work over the past several years has resulted in an expanded potential attack surface and heightened operational risks and may negatively impact our ability, and the ability of our third-party service providers (including their downstream service providers), to perform services efficiently, securely, and without interruptions. In addition to some of our workforce working remotely periodically or on a full-time basis, our third-party service providers (including their downstream service providers) may utilize personnel who work remotely. Increased levels of remote access create additional cybersecurity risk and opportunities for cybercriminals to exploit vulnerabilities. These fraudulent activities have resulted in increased fraud losses to us and the financial services industry generally. In addition to enhanced cybersecurity risk, employees and other personnel performing services for us who work remotely may experience disruptions to their home internet or phone connections, decreased efficiency due to delayed network speeds or other interruptions, and/or delays in the dissemination and exchange of information, any of which could negatively impact our operations. We have experienced, and may continue to experience, disruption related to remote work, which disruptions could adversely impact our business, and could result in legal liability, regulatory penalties, litigation expenses, remediation costs, or reputational harm.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer loans and deposits and related income generated from those products.

Read it in 10-K 2025-02-21 at sec.gov ↗

RewordedRisk Factors
These alternative means of funding may result in an would increase in the our overall cost of funds and they may not be available under stressed conditions, which would may cause us to liquidate a portion of our liquid asset portfolio to meet any funding needs. needs.Capital and liquidity requirements imposed by banking regulators and the credit rating agencies may require banks and BHCs to maintain more and higher quality capital and more and higher quality liquid assets.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
While we do maintain cyber information security and business interruption insurance, losses from a major interruption may exceed our coverage and there can be no assurance that liabilities or losses we may incur will be covered under such policies, that such insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. claim.We rely on third parties to perform significant operational services for us, and their failure to perform to our standards or other issues of concern with them could harm us.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
Therefore, some dilution of our tangible book value and net income per common share could occur in connection with any future transaction. transaction.Scotiabank holds a significant equity interest in our business and may exercise influence over us, including through its ability to designate up to two directors to our Board of Directors.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
For example, significant deficiencies in end-to-end operational execution and/or product delivery or failure to comply with applicable laws and regulations may result in unmet client expectations or harm and impact our competitive standing in the industry. industry.Maintaining or increasing our market share depends upon our ability to adapt our products and services to evolving industry standards and consumer preferences, while maintaining competitive products and services.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
Disruption Banking is a confidence sensitive business, so disruption within the financial markets, including negative news news, rumors, or misinformation regarding the banking industry or perceived risks of a bank’s safety and soundness, can adversely impact the market price and volatility of our common stock stock, cause deposit runoff or deposit runoff. prompt the loss of important customers or counterparties.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
For additional information about the effects on interest rates on our business, refer to the information included under the caption “Risk Management — Market risk management” in Item 7 of this report. report.Our profitability depends upon economic conditions in the geographic regions where we have significant operations and in certain market segments in which we conduct significant business.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
We may also fail to adequately develop a culture of risk management among our employees. employees.We and third parties on which we rely (including their downstream service providers) may experience a cyberattack, technology failure, information system or security breach or interruption.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
As a result, we may not be able to effectively or fully mitigate our risk exposures in particular market environments or against particular types of risk. risk.Our operations and financial performance could be adversely affected by severe weather and natural disasters, both directly and as a result of impacts on our customers.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
Liquidity risk refers is the danger that a bank may not be able to our ability to fund meet near-term cash demands, such as funding liability maturities and deposit withdrawals, meet meeting contractual obligations, or fund funding asset growth and new business initiatives at a reasonable cost, in a timely manner and without adverse consequences.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
A relatively small portion of our commercial real estate loans are construction loans. loans, with most of these loans utilized to support the construction of affordable housing under the Low-Income Housing Tax Credit (LIHTC) program.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
For more information on regulatory requirements and proposals regarding the management of liquidity risk, see the section titled “Regulatory capital requirements” under the heading “Supervision and Regulation” in Item 1 of this report. report.Federal agencies’ actions to ensure stability of the U.S. economy and financial system may have costly or disruptive effects on us.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
If KeyCorp’s or KeyBank's credit ratings fell below investment grade, it could also create obligations or liabilities under the terms of existing arrangements that could increase our costs and reduce our profitability. profitability.A loss of customer deposits or an adverse change in deposit mix could increase our funding costs and/or impair our liquidity.

Read it in 10-K 2026-02-23 at sec.gov ↗

Quiet changesRisk Factors
Moreover, if the interest we pay on deposits and other borrowings increases at a faster rate than the interest we receive on loans and other investments, net interest income, and therefore our earnings, would be adversely affected. decline.

Read it in 10-K 2026-02-23 at sec.gov ↗

Quiet changesRisk Factors
Our credit risk may be affected when the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of our loan or derivatives exposure.

Read it in 10-K 2026-02-23 at sec.gov ↗

Quiet changesRisk Factors
Investors and other stakeholders, including U.S. institutional investors, are increasingly considering how corporations are (or are not) incorporating corporate responsibility and sustainability matters, including climate-related financial risks, into their business strategy when analyzing the expected risk and return of potential investments.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
Our results for 2025 saw us meet or exceed all of our financial targets communicated at the beginning of the year. We delivered full year record revenue with both net interest income and fee revenue growing greater than projected. As a result, we generated significant positive operating leverage. At December 31, 2025, our Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 11.78% and 13.46%, respectively. We are well positioned as we enter 2026.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
•We continued to maintain our strong risk discipline. Full year net charge-offs were 41 basis points. Additionally, all leading indicators: non-performing assets, criticized loans, and delinquencies moved in a favorable direction.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
(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.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
(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.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
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 5. “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” 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.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
(b)As of January 1, 2025, the CECL optional transition provision had been fully phased-in. Amounts prior to January 1, 2025, reflect Key's election to adopt the CECL optional transition provision.

Read it in 10-K 2026-02-23 at sec.gov ↗

RemovedMD&A
Our 2024 financial results were generally positive and reflected the impact of large securities repositioning trades that enhanced our future earnings trajectory. Net interest income was down, reflecting lower loans and changes in interest rates, but remained within our target range versus 2023. Fee growth was stronger than expected reflecting the second highest year of investment banking revenues in our history. At December 31, 2024, our Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 11.92% and 13.69%, respectively. We achieved meaningful positive operating leverage in the second half of the year and look to continue to deliver earnings growth and operating leverage in 2025.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
On August 12, 2024, we entered into an Investment Agreement with Scotiabank pursuant to which Scotiabank agreed to make a strategic minority investment in KeyCorp of approximately $2.8 billion, representing approximately 14.9% pro forma common stock ownership of KeyCorp, for a fixed price of $17.17 per share. On August 30, 2024, Scotiabank completed the initial purchase of our Common Shares with an investment of approximately $821 million in gross proceeds. Following the initial purchase, Scotiabank owned approximately 4.9% of KeyCorp’s common stock.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
On December 13, 2024, Key announced that all necessary bank regulatory approvals had been received for completion of Scotiabank’s strategic minority investment in KeyCorp. On December 27, 2024, Scotiabank completed the final purchase of our Common Shares contemplated under the Investment Agreement with an investment of approximately $2.0 billion (the “Second Closing”). Following the Second Closing, Scotiabank owns approximately 14.9% of our Common Shares.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
On December 27, 2024, in connection with the Second Closing, the Board of Directors of KeyCorp increased the size of the Board to fifteen directors and appointed Jacqueline Allard and Somesh Khanna to serve on the Board, effectively immediately upon the Second Closing.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
On September 6, 2024, we initiated a strategic repositioning of our available-for-sale investment securities portfolio by selling approximately $7.0 billion in market value of low-yielding mortgage-backed securities. The mortgage-backed securities that were sold had a weighted average book yield of approximately 2.3% and an average duration of approximately six years. Reinvestment of the proceeds from the sale was completed in October 2024, with the new securities having an average book yield of approximately 4.95% and an average duration of approximately four years. During the third quarter of 2024, along with our customary sale of short-dated U.S. Treasuries set to mature within the quarter, we also sold approximately $3 billion in U.S. Treasuries yielding 50 basis points that were set to mature in the fourth quarter of 2024. The total pre-tax loss on the sale of securities available for sale for the third quarter was $935 million of which $918 million was associated with the strategic repositioning.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Prior to the Second Closing, KeyCorp completed the strategic repositioning of its available-for-sale investment securities portfolio by selling an additional $3.0 billion in market value of low-yielding investment securities and terminating approximately $3.0 billion of fair value hedges, resulting in a pre-tax loss of $915 million in the fourth quarter of 2024. The investment securities that were sold had a weighted average book yield of approximately 1.5% and an average duration of approximately eight years. The reinvestment of the proceeds from the repositioning was completed in December 2024, with the new securities having an average book yield of 5.5% and an average duration of approximately four years.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
•We have expanded our commercial banking business in Chicago and Southern California to serve more middle market clients with our differentiated platform, which includes a full range of commercial lending and capital markets capabilities as well as payments solutions designed specifically for the segment.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
•Within our Consumer Bank, we grew relationship households in excess of three percent for the second consecutive year, including growth of five to eight percent throughout our western markets.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
(c) Refer to the GAAP to Non-GAAP Reconciliation within Management's Discussion and Analysis of this Form 10-K for the reconciliation of these non-GAAP measures.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
2024 vs. 2023 Dollars in millions Average Yield/ Rate Net Change(a) Volume INTEREST INCOME Loans $ (568) $ 390 $ (178) Loans held for sale (2) 1 (1) Securities available for sale (13) 362 349 Held-to-maturity securities (36) 8 (28) Trading account assets 2 4 6 Short-term investments 401 (23) 378 Other investments (11) — (11) Total interest income (TE) (227) 742 515 INTEREST EXPENSE Money market deposits 107 373 480 Demand deposits 29 271 300 Savings deposits (1) 5 4 Time deposits 117 84 201 Total interest-bearing deposits 252 733 985 Federal funds purchased and securities sold under repurchase agreements (62) (13) (75) Bank notes and other short-term borrowings (159) 15 (144) Long-term debt (245) 127 (118) Total interest expense (214) 862 648 Net interest income (TE) $ (13) $ (120) $ (133)

Read it in 10-K 2025-02-21 at sec.gov ↗

RewordedMD&A
Its role is to provide independent assessment First Line (line of business and testing of support areas), Second Line (risk management), and Third Line (internal audit function) •Supports the effectiveness of, appropriateness of, ERM Committee, Asset Liability Committee, Capital Committee, Credit Risk Committee, Compliance Risk Committee, and adherence to KeyCorp’s risk management policies, practices, Operational Risk Committee, as well as the Compensation & Benefits Oversight Committee and controls the Disclosure Committee, by identifying early warning events and trends, escalating emerging risks, and discussing forward-looking assessments Internal Audit –Provide •Provides the KeyCorp Board and management with independent, risk-based, and objective assurance, advice, insight, and foresight. –Conducts foresight •Conducts objective examinations of evidence for the purpose of providing independent assessments to the Audit Committee, management, and outside parties on the adequacy and effectiveness of business processes, risk management activities, internal controls, and governance processes for KeyCorp. KeyCorp

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
December 31, Dollars in millions 2024 2023 Commercial and industrial $ 322 $ 297 Real estate — commercial mortgage 157 243 100 Real estate — construction Construction — — Total commercial real estate loans (a) 157 243 100 Commercial lease financing — 7 — Total commercial loans (b) 420 565 397 Real estate — residential mortgage 104 92 71 Home equity loans 80 89 97 Other consumer loans 4 5 4 Credit cards 7 5 7 Total consumer loans 195 193 177 Total nonperforming loans 615 758 574 Nonperforming loans held for sale — 3 — OREO 9 14 17 Other nonperforming assets — — Total nonperforming assets $ 627 $ 772 $ 591 Accruing loans past due 90 days or more $ 99 $ 90 $ 107 Accruing loans past due 30 through 89 days 220 206 222 Restructured loans — accruing and nonaccruing (c) N/A N/A Restructured loans included in nonperforming loans (c) N/A N/A Nonperforming assets from discontinued operations — education lending business 2 3 2 Nonperforming loans to period-end portfolio loans .58 % .73 % .51 % Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets (c) .59 .74 .52

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Commercial and industrial 58 44 Real estate mortgage 7 2 Construction — commercial mortgage 2 2 Real estate — construction — 1 Total commercial real estate loans (a) 7 2 3 Commercial lease financing 5 — 5 Total commercial loans (b) 64 65 52 Real estate — residential mortgage 4 5 4 Home equity loans 3 2 3 Other consumer loans 8 8 Credit cards 8 6 7 Total consumer loans 23 21 22 Total recoveries 87 86 74 Net loan charge-offs (430) (440) (244) Provision (credit) for loan and lease losses 448 341 415 Allowance for loan and lease losses at end of year $ 1,427 $ 1,409 $ 1,508 Liability for credit losses on lending-related commitments at beginning of the year 290 296 225 Provision (credit) for losses on lending-related commitments 23 (6) 74 Liability for credit losses on lending-related commitments at end of the year (c) $ 313 $ 290 $ 296 Total allowance for credit losses at end of the year $ 1,740 $ 1,699 $ 1,804 Net loan charge-offs to average total loans .41 % .21 .41 % Allowance for loan and lease losses to period-end loans 1.34 1.35 1.34 Allowance for credit losses to period-end loans 1.63 1.60 1.63 Allowance for loan and lease losses to nonperforming loans 232.0 185.9 262.7 Allowance for credit losses to nonperforming loans 282.9 224.1 % 314.3 % Discontinued operations — education lending business:

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Page Number Introduction 50 51 Corporate strategy 50 51 Executive overview 51 52 Results of Operations 53 Earnings overview 53 Net interest income 53 Provision for credit losses 56 Noninterest income 56 Noninterest expense 58 Income taxes 60 59 Business Segment Results 60 59 Consumer Bank 60 59 Commercial Bank 61 60 Financial Condition 63 62 Loans and loans held for sale 63 62 Securities 69 68 Deposits and other sources of funds 72 70 Capital 73 71 Off-Balance Sheet Arrangements and Aggregate Contractual Obligations 75 73 Off-balance sheet arrangements 75 73 Guarantees 76 74 Risk Management 76 74 Overview 76 74 Market risk management 78 76 Liquidity risk management 83 82 Credit risk management 86 85 Operational and compliance risk management 90 89 GAAP to Non-GAAP Reconciliations 91 90 Critical Accounting Policies and Estimates 92 91 Allowance for loan and lease losses 93 92 Valuation methodologies 94 Derivatives and hedging 96 Contingent liabilities, guarantees and income taxes 97 93 Accounting and reporting developments 98 96

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
December 31, 2024 2025 Outlook Short-Term Long-Term Senior Subordinated Capital Preferred Borrowings Deposits(a) Long-Term Long-Term Securities Stock Debt Debt KEYCORP Standard & Poor’s Stable A-2 N/A BBB BBB- BB BB Moody’s Stable Positive P-2 N/A Baa2 Baa2 Baa3 Ba1 Fitch Positive F2 N/A BBB+ N/A BB BB DBRS 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 Stable P-2 P-1/A2 Baa1 Baa2 N/A N/A Fitch Positive F2 F2/A- BBB+ BBB N/A N/A DBRS Stable R-1 (low) A A A (low) N/A N/A Ratings, Inc.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Year ended December 31, Dollars in millions 2024 2023 Commercial and industrial $ 305 $ 144 Real mortgage 87 38 Construction — — Total commercial real estate — commercial mortgage loans 87 38 37 Real estate — construction — (1) Commercial lease financing 6 2 (5) Total commercial loans 348 345 175 Real estate — residential mortgage (2) (3) (2) Home equity loans (1) — (1) Other consumer loans 48 56 43 Credit cards 37 41 30 Total consumer loans 82 95 69 Total net loan charge-offs $ 430 $ 440 $ 244 Net loan charge-offs to average loans .41 % .21 .41 % Net loan charge-offs from discontinued operations — education lending business $ 3 2 $ 3

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Intangible assets (average) (c) 2,769 2,793 2,826 2,839 Preferred Stock (average) 2,500 2,500 2,114 2,500 Average tangible common equity (non-GAAP) $ 14,224 $ 10,115 $ 8,555 $ 9,777 Return on average tangible common equity from continuing operations Income Net income (loss) from continuing operations attributable to Key common shareholders (GAAP) $ 1,685 $ (306) $ 821 $ 1,793 Average tangible common equity (non-GAAP) $ 14,224 10,115 $ 8,555 $ 9,777 Return on average tangible common equity from continuing operations (non-GAAP) 11.85 % (3.03) % 9.60 % 18.34 % Return on average tangible common equity consolidated Net income (loss) attributable to Key common shareholders (GAAP) $ 1,686 $ (304) $ 824 $ 1,799 Average tangible common equity (non-GAAP) 14,224 10,115 8,555 9,777 Return on average tangible common equity consolidated (non-GAAP) 11.85 % (3.01) % 9.63 % 18.40 % Pre-provision net revenue Net interest income (GAAP) $ 4,636 $ 3,765 $ 3,913 Plus:

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Year ended December 31, 2024 2023 Commercial and industrial 0.56% 0.24% Real mortgage 0.65 0.27 Construction 0.01 — Total commercial real estate — commercial mortgage 0.27 0.23 Real estate — construction — (0.04) loans 0.54 0.22 Commercial lease financing 0.25 0.05 (0.14) Total commercial loans 0.47 0.46 0.21 Real estate — residential mortgage (0.01) (0.01) Home equity loans (0.01) — (0.01) Other consumer loans 0.96 1.01 0.69 Credit cards 4.08 4.44 3.04 Total consumer loans 0.26 0.29 0.19 Total net loan charge-offs 0.41% 0.21% 0.41%

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Excess allowance for loan and lease losses Deductions — — Net risk-weighted assets Total Tier 2 capital 3,269 3,402 Total risk-based capital $ 22,910 $ 22,336 RISK-WEIGHTED ASSETS (a) $ 145,933 $ 138,296 $ 148,575 AVERAGE QUARTERLY TOTAL ASSETS $ 187,035 $ 188,855 $ 191,948 CAPITAL RATIOS Tier 1 risk-based capital 13.46 % 13.69 % 11.67 % Total risk-based capital 15.70 16.15 14.15 Leverage (d) 10.50 10.03 9.03 Common Equity Tier 1 11.78 11.92 10.02

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
In total, other non-personnel expense decreased $243 $45 million, or 11.7%, 2.5%, in 2024 2025 compared to 2023 2024 primarily due to items impacting non-personnel expense a $26 million decrease in 2023, including a $190 million the FDIC special assessment charge, as well as corporate real estate related rationalization costs recorded Special Assessment accrual within other expense. expense and continued decreases in

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
In addition, These increases primarily reflect lower interest-bearing deposit costs, the reinvestment of proceeds from maturing low-yielding investment securities, fixed-rate loans, and swaps into higher-yielding investments, and the repositioning of the available-for-sale portfolio during the second half of 2024, Key completed the available-for-sale portfolio repositioning, which involved the sale and reinvestment of approximately $10.0 billion of lower-yielding mortgaged-backed securities into higher-yielding investments.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Commercial and industrial $ 363 $ 188 Real estate — commercial mortgage 94 40 39 Real estate — construction Construction — — Total commercial real estate loans (a) 94 40 39 Commercial lease financing 6 7 — Total commercial loans (b) 412 410 227 Real estate — residential mortgage 2 3 1 Home equity loans 2 2 Other consumer loans 56 64 51 Credit cards 45 47 37 Total consumer loans 105 116 91 Total loans charged off 517 526 318 Recoveries:

Read it in 10-K 2026-02-23 at sec.gov ↗

Quiet changesMD&A
Adjusted noninterest expense and adjusted noninterest income are non-GAAP measures in that they are adjusted to exclude the impact of certain significant or unusual items.

Read it in 10-K 2026-02-23 at sec.gov ↗

Work on KEY in a spreadsheet: Excel workbook (a sheet per section, ten years by column, charts, links to the filings) · CSV. For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/KEY/export.csv") into a cell.