KeyCorp (KEY) 10-K risk factor changes: FY2025 vs FY2024

◦Capital and liquidity requirements imposed by banking [removed: regulations] [added: 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.

◦Our operations and financial performance could be adversely affected by severe weather and natural [removed: disasters exacerbated by climate change.][added: disasters, both directly and as a result of impacts on our customers.]

[removed: ◦Key is subject to] [added: ◦Differing views on] corporate responsibility and sustainability [removed: efforts risks that] could adversely affect our reputation and our business and results of operations.

Credit [removed: Risk][added: Risk]

[removed: We] [added: We] have concentrated credit exposure in commercial and industrial loans, commercial real estate loans, and commercial leases.

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 69%] [added: 72%] of our loan portfolio consisted of commercial and industrial loans, commercial real estate loans, including commercial mortgage and construction loans, and commercial leases.

[removed: Oversupply] [added: at muted levels over the past two years, oversupply] of multifamily housing is a concern in certain urban [removed: and gateway] markets.

[removed: Substantial deterioration in property market fundamentals could negatively impact our portfolio, with a] [added: A] large portion of our clients [added: are] active in real [removed: estate but in] [added: estate, with most focused on] the [removed: comparatively better performing] multifamily [removed: space] [added: space, which has been the best performing real estate sector] over the cycle.

[removed: A correction in the real estate markets could] [added: These two factors] impact the ability of borrowers to [added: generate sufficient cash flow in order to] make debt service payments on loans or to refinance the loans at maturity.

During periods of [removed: economic] [added: macroeconomic or financial market] stress, the volatility and disruption that the capital and credit markets experience may reach, and have in the past reached, extreme levels.

Market disruption may severely stress or even lead to the failure of financial institutions, which can cause [removed: further] credit market constriction and [removed: further] liquidation of assets, driving [removed: asset prices] down [removed: even more.][added: their prices.]

[removed: The] [added: Although the] most recent [added: U.S. economic] recession [removed: in the U.S.,] resulting from the impact of the COVID-19 [removed: pandemic,] [added: pandemic] did not have significant lasting impact on collateral [removed: value.][added: value, the nature of that recession was atypical.]

[removed: These] [added: Present] risks [added: to stable asset prices] include, but are not limited to:

- Labor-supply constraints, including as a result of [removed: potential] [added: further] changes to U.S. immigration policies and [removed: laws,] [added: laws and immigration enforcement,] leading to slowing job growth and rising wages along with inflation (wage-price spiral); and

The level of the allowance at December 31, [removed: 2024] [added: 2025] represents management’s estimate of expected credit losses over the contractual life of our existing loan portfolio.

For example, conflicts across the world, including the Russia-Ukraine war and the Israel-Hamas war, [added: and recent military action in Venezuela,] have proven to [added: or may] have a material impact on certain domestic commodity prices, impacting our borrowers' input costs and disrupting supply chains both domestically and abroad.

Market [removed: Risk][added: Risk]

[removed: A] [added: A] worsening of the U.S. economy and volatile or recessionary conditions in the U.S. or abroad could negatively affect our business or our access to capital markets.

A worsening of economic and [added: financial] market conditions or downside shocks could result in adverse effects on Key and others in the financial services industry.

In particular, we face the following risks, and other unforeseeable risks, in connection with a downturn in the [removed: economic] [added: macroeconomic] and [added: financial] market environment or [removed: in the face of] [added: other such] downside [removed: shocks or a recession,] [added: shocks,] whether in the United States or internationally:

- A decrease in consumer and business confidence levels generally, decreasing credit usage and investment or increasing delinquencies and [removed: defaults;][added: defaults and committed line draws;]

- A decrease in the value of collateral securing loans to our borrowers or a decrease in the quality of our loan portfolio, increasing loan charge-offs and reducing [removed: Key’s] [added: our] net income;

- [removed: A decrease] [added: An impairment] in our ability to liquidate financial positions at acceptable market prices;

In addition, volatility and uncertainty related to inflation and the effects of inflation, which has, in recent years, led to increased costs for businesses and [removed: consumers] [added: consumers,] and could cause the Federal Reserve to reinitiate a series of interest rate increases, which may amplify or contribute to some of the risks of our business by adversely affecting the creditworthiness of our borrowers, increasing our costs, or resulting in lower values for our investment securities and other fixed-rate assets.

To the extent that the Federal Reserve’s policies around managing inflation fail to mitigate the volatility and uncertainty related to inflation and the effects of inflation, or to the extent conditions otherwise worsen or are exacerbated by policies enacted by the U.S. government, including the imposition of tariffs or other [removed: trade] [added: commercial] policies, we could experience adverse effects on our business, financial condition, and results of operations.

Option risk is present in assets, liabilities or other financial instruments that allow a [removed: party] [added: counterparty] to change the timing of interest or principal payments.

When the Federal Reserve raises or reduces interest rates, the behavior of national money market rate indices, the correlation of consumer deposit rates to financial market interest rates, and the [removed: setting] [added: evolution] of benchmark rates may not follow historical relationships, which could influence net interest income and net interest margin through basis and other risks.

In addition, our ability to change deposit rates in response to changes in interest rates and other market and related factors is limited by client [removed: relationship] [added: relationships and competitive] considerations.

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 [removed: be adversely affected.][added: decline.]

Adverse conditions in a geographic region such as inflation, unemployment, recession, natural disasters, [added: political instability,] impact of public health crises, or other factors beyond our control could impact the ability of borrowers in these regions to repay their loans, decrease the value of collateral securing loans made in these regions, or affect the ability of our customers in these regions to continue conducting business with us.

[removed: Disruption] [added: Banking is a confidence sensitive business, so disruption] within the financial markets, including negative [removed: news] [added: 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 [removed: stock or] [added: stock, cause] deposit [removed: runoff.][added: runoff or prompt the loss of important customers or counterparties.]

Higher [added: than customary] withdrawals can raise funding cost, which may reduce Key’s net interest margin and net interest income.

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

Liquidity [removed: Risk][added: Risk]

[removed: We] [added: We] are subject to liquidity risk, which could negatively affect our funding levels.

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

Contingency risk arises from unexpected funding or liquidity needs occurring during [removed: challenging] [added: adverse systemic or idiosyncratic] economic or financial [removed: market] conditions.

Funding risk arises if funding sources become too [removed: concentrated.][added: concentrated, raising the risk of higher borrowing costs.]

Despite actions that we take to manage these risks, unanticipated changes in assets, liabilities, and off-balance sheet commitments under various economic conditions [removed: (including a reduced level of] [added: (reduced] wholesale funding [removed: sources),] [added: capacity), or] a substantial, unexpected, or prolonged change in the level or cost of liquidity could have a material adverse effect on us.

These alternatives may include generating client deposits, securitizing or selling loans, extending the maturity of wholesale borrowings, borrowing under certain secured borrowing arrangements, using relationships developed with a variety of fixed income investors to access new funds or renegotiate the terms of outstanding debt, and [removed: further managing] [added: reducing] loan growth and investment opportunities.

◦A loss of customer deposits or an adverse change in deposit mix could increase our funding costs and/or impair our liquidity.

◦Our development and use of AI, including through third parties, exposes us to inherent risks that may adversely impact KeyCorp.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

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.

However, while development and construction have continued

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

This oversupply has resulted in higher vacancy rates and put pressure on some borrowers to achieve underwritten rents.

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.

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

Loans made under the LIHTC program typically carry less risk due to the aligned interest of Tax Credit Investors and committed permanent loans at construction origination, which mitigates interest rate risk.

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.

Most economic recessions are associated with financial market downturns and lower asset prices.

- The imposition of further tariffs and other changes to U.S. or global trade policies;

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

Banking conditions may deteriorate during periods of persistent or large and sudden interest rate increases and/or a slowing economy, negatively affecting business and financial performance.

- 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;

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

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

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

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.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

A loss of customer deposits or an adverse change in deposit mix could increase our funding costs and/or impair our liquidity.

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.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

subject to human vulnerabilities.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

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

◦The increased use of remote work infrastructure has expanded potential attack vectors and resulted in increased operational risks.

- Reputation Risk

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.

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.

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).

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.

A relatively small portion of our commercial real estate loans are construction loans.

However, there are still risks to economic stability that could reverse recent stable trends in asset prices.

Recent and persistent interest rate increases and a slowing economy could present a challenge for the industry, including Key, and negatively affect business and financial performance.

requirements evolve along with that environment, raising the risk of increased compliance costs in the future.

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.

may not be able to protect our information systems or data from similar attacks due to the rapid evolution and creation of sophisticated cyberattacks.

market environments or against all types of risks, including risks that are unidentified or unanticipated, even if the frameworks for assessing risk are properly designed and implemented.

customers could have a material adverse effect on our business, financial position, and results of operations.

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

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.

The increased use of remote work infrastructure has expanded potential attack vectors and resulted in increased operational risks.

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.

Like similarly situated

As new privacy-related laws and regulations, and judicially-created frameworks, are implemented in jurisdictions in which

The

| [Corporate [removed: strategy](#idd77e622791e409386a5881552bd53ca_61)] [added: strategy](#ie465f29b4bf94803bdb45ae50fcba90f_88)] | | | [removed: [50](#idd77e622791e409386a5881552bd53ca_61)] [added: [51](#ie465f29b4bf94803bdb45ae50fcba90f_88)] | | |

| [Executive [removed: overview](#idd77e622791e409386a5881552bd53ca_64)] [added: overview](#ie465f29b4bf94803bdb45ae50fcba90f_91)] | | | [removed: [51](#idd77e622791e409386a5881552bd53ca_64)] [added: [52](#ie465f29b4bf94803bdb45ae50fcba90f_91)] | | |

| [Results of [removed: Operations](#idd77e622791e409386a5881552bd53ca_67)] [added: Operations](#ie465f29b4bf94803bdb45ae50fcba90f_94)] | | | [removed: [53](#idd77e622791e409386a5881552bd53ca_67)] [added: [53](#ie465f29b4bf94803bdb45ae50fcba90f_94)] | | |

| [Earnings [removed: overview](#idd77e622791e409386a5881552bd53ca_70)] [added: overview](#ie465f29b4bf94803bdb45ae50fcba90f_97)] | | | [removed: [53](#idd77e622791e409386a5881552bd53ca_70)] [added: [53](#ie465f29b4bf94803bdb45ae50fcba90f_97)] | | |

| [Net interest [removed: income](#idd77e622791e409386a5881552bd53ca_73)] [added: income](#ie465f29b4bf94803bdb45ae50fcba90f_100)] | | | [removed: [53](#idd77e622791e409386a5881552bd53ca_73)] [added: [53](#ie465f29b4bf94803bdb45ae50fcba90f_100)] | | |

| [Provision for credit [removed: losses](#idd77e622791e409386a5881552bd53ca_76)] [added: losses](#ie465f29b4bf94803bdb45ae50fcba90f_103)] | | | [removed: [56](#idd77e622791e409386a5881552bd53ca_76)] [added: [56](#ie465f29b4bf94803bdb45ae50fcba90f_103)] | | |

| [Noninterest [removed: income](#idd77e622791e409386a5881552bd53ca_79)] [added: income](#ie465f29b4bf94803bdb45ae50fcba90f_106)] | | | [removed: [56](#idd77e622791e409386a5881552bd53ca_79)] [added: [56](#ie465f29b4bf94803bdb45ae50fcba90f_106)] | | |

| [Noninterest [removed: expense](#idd77e622791e409386a5881552bd53ca_82)] [added: expense](#ie465f29b4bf94803bdb45ae50fcba90f_112)] | | | [removed: [58](#idd77e622791e409386a5881552bd53ca_82)] [added: [58](#ie465f29b4bf94803bdb45ae50fcba90f_112)] | | |

| [Income [removed: taxes](#idd77e622791e409386a5881552bd53ca_85)] [added: taxes](#ie465f29b4bf94803bdb45ae50fcba90f_115)] | | | [removed: [60](#idd77e622791e409386a5881552bd53ca_85)] [added: [59](#ie465f29b4bf94803bdb45ae50fcba90f_115)] | | |

| [Business Segment [removed: Results](#idd77e622791e409386a5881552bd53ca_88)] [added: Results](#ie465f29b4bf94803bdb45ae50fcba90f_118)] | | | [removed: [60](#idd77e622791e409386a5881552bd53ca_88)] [added: [59](#ie465f29b4bf94803bdb45ae50fcba90f_118)] | | |

| [Consumer [removed: Bank](#idd77e622791e409386a5881552bd53ca_91)] [added: Bank](#ie465f29b4bf94803bdb45ae50fcba90f_121)] | | | [removed: [60](#idd77e622791e409386a5881552bd53ca_91)] [added: [59](#ie465f29b4bf94803bdb45ae50fcba90f_121)] | | |

| [Commercial [removed: Bank](#idd77e622791e409386a5881552bd53ca_94)] [added: Bank](#ie465f29b4bf94803bdb45ae50fcba90f_124)] | | | [removed: [61](#idd77e622791e409386a5881552bd53ca_94)] [added: [60](#ie465f29b4bf94803bdb45ae50fcba90f_124)] | | |

| [Financial [removed: Condition](#idd77e622791e409386a5881552bd53ca_97)] [added: Condition](#ie465f29b4bf94803bdb45ae50fcba90f_127)] | | | [removed: [63](#idd77e622791e409386a5881552bd53ca_97)] [added: [62](#ie465f29b4bf94803bdb45ae50fcba90f_127)] | | |

| [removed: [Loans and loans] [added: Loans] held for [removed: sale](#idd77e622791e409386a5881552bd53ca_100)] [added: sale] | | | [removed: [63](#idd77e622791e409386a5881552bd53ca_100)] [added: 3] | | | [added: (2) | | | 1 | | | | | | | | | | | | | | |]

| [Deposits and other sources of [removed: funds](#idd77e622791e409386a5881552bd53ca_109)] [added: funds](#ie465f29b4bf94803bdb45ae50fcba90f_139)] | | | [removed: [72](#idd77e622791e409386a5881552bd53ca_109)] [added: [70](#ie465f29b4bf94803bdb45ae50fcba90f_139)] | | |

| [Off-Balance Sheet Arrangements and Aggregate Contractual [removed: Obligations](#idd77e622791e409386a5881552bd53ca_115)] [added: Obligations](#ie465f29b4bf94803bdb45ae50fcba90f_145)] | | | [removed: [75](#idd77e622791e409386a5881552bd53ca_115)] [added: [73](#ie465f29b4bf94803bdb45ae50fcba90f_145)] | | |

| [Off-balance sheet [removed: arrangements](#idd77e622791e409386a5881552bd53ca_118)] [added: arrangements](#ie465f29b4bf94803bdb45ae50fcba90f_148)] | | | [removed: [75](#idd77e622791e409386a5881552bd53ca_118)] [added: [73](#ie465f29b4bf94803bdb45ae50fcba90f_148)] | | |

| [Market risk [removed: management](#idd77e622791e409386a5881552bd53ca_133)] [added: management](#ie465f29b4bf94803bdb45ae50fcba90f_163)] | | | [removed: [78](#idd77e622791e409386a5881552bd53ca_133)] [added: [76](#ie465f29b4bf94803bdb45ae50fcba90f_163)] | | |

| [Liquidity risk [removed: management](#idd77e622791e409386a5881552bd53ca_136)] [added: management](#ie465f29b4bf94803bdb45ae50fcba90f_166)] | | | [removed: [83](#idd77e622791e409386a5881552bd53ca_136)] [added: [82](#ie465f29b4bf94803bdb45ae50fcba90f_166)] | | |

| [Credit risk [removed: management](#idd77e622791e409386a5881552bd53ca_139)] [added: management](#ie465f29b4bf94803bdb45ae50fcba90f_169)] | | | [removed: [86](#idd77e622791e409386a5881552bd53ca_139)] [added: [85](#ie465f29b4bf94803bdb45ae50fcba90f_169)] | | |

| [Operational and compliance risk [removed: management](#idd77e622791e409386a5881552bd53ca_142)] [added: management](#ie465f29b4bf94803bdb45ae50fcba90f_172)] | | | [removed: [90](#idd77e622791e409386a5881552bd53ca_142)] [added: [89](#ie465f29b4bf94803bdb45ae50fcba90f_172)] | | |

| [GAAP to Non-GAAP [removed: Reconciliations](#idd77e622791e409386a5881552bd53ca_145)] [added: Reconciliations](#ie465f29b4bf94803bdb45ae50fcba90f_175)] | | | [removed: [91](#idd77e622791e409386a5881552bd53ca_145)] [added: [90](#ie465f29b4bf94803bdb45ae50fcba90f_175)] | | |

| [Critical Accounting Policies and [removed: Estimates](#idd77e622791e409386a5881552bd53ca_178)] [added: Estimates](#ie465f29b4bf94803bdb45ae50fcba90f_208)] | | | [removed: [92](#idd77e622791e409386a5881552bd53ca_178)] [added: [91](#ie465f29b4bf94803bdb45ae50fcba90f_208)] | | |

| [Allowance for loan and lease [removed: losses](#idd77e622791e409386a5881552bd53ca_181)] [added: losses](#ie465f29b4bf94803bdb45ae50fcba90f_211)] | | | [removed: [93](#idd77e622791e409386a5881552bd53ca_181)] [added: [92](#ie465f29b4bf94803bdb45ae50fcba90f_211)] | | |

| [Accounting and reporting [removed: developments](#idd77e622791e409386a5881552bd53ca_193)] [added: developments](#ie465f29b4bf94803bdb45ae50fcba90f_223)] | | | [removed: [98](#idd77e622791e409386a5881552bd53ca_193)] [added: [96](#ie465f29b4bf94803bdb45ae50fcba90f_223)] | | |

This section reviews the financial condition and results of operations of KeyCorp and its subsidiaries for [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

To review our financial condition and results of operations for [removed: 2022] [added: 2023] and a comparison between the [removed: 2022 and] 2023 [added: and 2024] results, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of our [removed: [2023] [added: [2024] Form [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/91576/000009157624000040/key-20231231.htm)] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000091576/000009157625000038/key-20241231.htm)] filed with the SEC on February [removed: 22, 2024,] [added: 21, 2025,] which discussion is incorporated herein by reference.

At December 31, [removed: 2024,] [added: 2025,] our Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at [removed: 11.92%] [added: 11.78%] and [removed: 13.69%,] [added: 13.46%,] respectively.

In addition to the items described above, the following actions and results during [removed: 2024] [added: 2025] also supported our overall corporate strategy.

- We ended the year with [removed: $61.4] [added: $70.0] billion in assets under [removed: management and administration,] [added: management,] a record high, reflecting the [added: continued] strong sales production in our mass affluent segment.

Consistent with the forward guidance we provided on January [removed: 21, 2025,] [added: 20, 2026,] we expect these results for full year [removed: 2025] [added: 2026] versus full year [removed: 2024.][added: 2025.]

| Average loans | | | | | | [removed: $107.7] [added: $105.7] Billion | | | | | | [removed: (9)%] | | | | | | [removed: down] [added: up 1 -] 2% [removed: to 5%] | | |

| [removed: PE] [added: Average] Commercial Loans | | | | | | [removed: $71.9] [added: $74.5] Billion | | | | | | [removed: (7)%] | | | | | | up [removed: 2% to 4%] [added: ~5%] | | |

| Net interest income (TE) [added: (b)] | | | | | | [removed: $3,810] [added: $4,671] Million | | | | | | [removed: (3)%] | | | | | | up [removed: ~20%(b)] [added: 8 to 10%] | | |

| [removed: Adjusted noninterest income(c)] [added: Noninterest income on an adjusted basis(b)(d)] | | | | | | [removed: $2,645] [added: $2,495] Million | | | | | | [removed: +7%] | | | | | | up [removed: 5%+] [added: 5 - 6%] | | |

| Adjusted noninterest [removed: expense(c)] [added: expense(b)] | | | | | | [removed: $4,520] [added: $4,729] Million | | | | | | [removed: +3%] | | | | | | up [removed: 3%] [added: 3] to [removed: 5%] [added: 4%] | | |

| Net charge-offs to average loans | | | | | | [removed: 41 bps] | | | | | | [removed: \+ 20 bps] | | | | | | 40 to 45 basis points [removed: (FY2025)] | | |

| Effective tax rate | | | | | | | | | | | | | | | | | | [removed: ~21% to 22% (FY2025)] [added: ~22%] | | |

| Tax-equivalent Effective [removed: Rate(d)] [added: Rate(e)] | | | | | | | | | | | | | | | | | | ~23% [removed: to 24% (FY2025)] | | |

| [Introduction](#ie465f29b4bf94803bdb45ae50fcba90f_82) | | | [51](#ie465f29b4bf94803bdb45ae50fcba90f_82) | | |

| [Securities](#ie465f29b4bf94803bdb45ae50fcba90f_136) | | | [68](#ie465f29b4bf94803bdb45ae50fcba90f_136) | | |

| [Capital](#ie465f29b4bf94803bdb45ae50fcba90f_142) | | | [71](#ie465f29b4bf94803bdb45ae50fcba90f_142) | | |

| [Guarantees](#ie465f29b4bf94803bdb45ae50fcba90f_154) | | | [74](#ie465f29b4bf94803bdb45ae50fcba90f_154) | | |

| [Risk Management](#ie465f29b4bf94803bdb45ae50fcba90f_157) | | | [74](#ie465f29b4bf94803bdb45ae50fcba90f_157) | | |

| [Overview](#ie465f29b4bf94803bdb45ae50fcba90f_160) | | | [74](#ie465f29b4bf94803bdb45ae50fcba90f_160) | | |

| [Valuation methodologies](#ie465f29b4bf94803bdb45ae50fcba90f_214) | | | [93](#ie465f29b4bf94803bdb45ae50fcba90f_214) | | |

| | | | | | |

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

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.

We are well positioned as we enter 2026.

- We added nearly 10% to our frontline banker staff across wealth management, commercial payments, middle market, and investment banking.

- We invested an additional $100 million in technology focused on customer-facing capabilities that make it easier for our clients to bank at Key.

- 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.

| Category | | | | | | 2025 Baseline | | | | | | | | | | | | FY2026 (vs FY 2025)(a) | | |

| Revenue (TE)(b) | | | | | | $7,513 Million | | | | | | | | | | | | up ~7% | | |

| Net interest margin | | | | | | 2.82% | | | | | | | | | | | | 4Q exit rate: 3.00 - 3.05%(c) | | |

| Noninterest income | | | | | | $2,842 Million | | | | | | | | | | | | up 3 - 4% | | |

(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) On ~$170 billion of average earning assets

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

We have also 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.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

Additionally, the balance sheet composition shifted to reflect a more favorable mix of higher-yielding commercial and industrial loans, and an improved funding mix as lower-cost deposits increased while wholesale borrowings declined.

These benefits were partially offset by the impact of lower interest rates on variable-rate earning assets.

The $2.1 billion decrease was driven by the intentional run-off of low-yielding consumer loans, which decreased $2.4 billion.

Average commercial loans increased $380 million, primarily driven by a mix shift to commercial and industrial loans.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| Loans | | | $ | (73) | | $ | (214) | | $ | (287) | | | | | | | | | | | | | |

| [Introduction](#idd77e622791e409386a5881552bd53ca_55) | | | [50](#idd77e622791e409386a5881552bd53ca_55) | | |

| [Securities](#idd77e622791e409386a5881552bd53ca_106) | | | [69](#idd77e622791e409386a5881552bd53ca_106) | | |

| [Capital](#idd77e622791e409386a5881552bd53ca_112) | | | [73](#idd77e622791e409386a5881552bd53ca_112) | | |

| [Guarantees](#idd77e622791e409386a5881552bd53ca_124) | | | [76](#idd77e622791e409386a5881552bd53ca_124) | | |

| [Risk Management](#idd77e622791e409386a5881552bd53ca_127) | | | [76](#idd77e622791e409386a5881552bd53ca_127) | | |

| [Overview](#idd77e622791e409386a5881552bd53ca_130) | | | [76](#idd77e622791e409386a5881552bd53ca_130) | | |

| [Valuation methodologies](#idd77e622791e409386a5881552bd53ca_184) | | | [94](#idd77e622791e409386a5881552bd53ca_184) | | |

| [Derivatives and hedging](#idd77e622791e409386a5881552bd53ca_187) | | | [96](#idd77e622791e409386a5881552bd53ca_187) | | |

| [Contingent liabilities, guarantees and income taxes](#idd77e622791e409386a5881552bd53ca_190) | | | [97](#idd77e622791e409386a5881552bd53ca_190) | | |

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.

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.

Strategic Minority Investment by Scotiabank

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.

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.

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.

Refer to Note 24 (“Shareholders' Equity”) for additional information on this transaction.

Securities Repositioning

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.

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.

- 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.

- We completed core technological modernization projects of our commercial loan platform and our derivatives platform.

- 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.

| Category | | | | | | 2024 Baseline | | | | | | FY2024 vs FY2023 | | | | | | FY2025 (vs FY 2024)(a) | | |

| Ending loans | | | | | | $104.3 Billion | | | | | | (7)% | | | | | | Flat vs YE 2024 | | |

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

(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.

The decline in net interest income (TE) and the net interest margin reflects higher deposit costs, partly due to a shift in funding mix from noninterest-bearing deposits to higher cost deposits in 2024, and lower loan balances, in part due to the residual effect of Key’s balance sheet optimization efforts during the second half of 2023.

Net interest income (TE) and the net interest margin benefited from higher earning asset yields as a result of the higher interest rate environment, including the reinvestment of proceeds from maturing investment securities into higher-yielding investments.

The information included under the caption “Risk Management — Market risk management” in the MD&A beginning on page [removed: [78](#idd77e622791e409386a5881552bd53ca_133)] [added: [76](#ie465f29b4bf94803bdb45ae50fcba90f_163)] is incorporated herein by reference.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

We are a BHC under the BHCA and one of the nation’s largest bank-based financial services companies, with consolidated total assets of approximately [removed: $187.2] [added: $184.4] billion at December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] these services were provided across the country through KeyBank’s [removed: 944] [added: 940] full-service retail banking branches and a network of [removed: 1,182] [added: 1,120] ATMs in 15 states, as well as additional offices, online and mobile banking capabilities, [removed: including our national digital brand, Laurel Road,] and a telephone banking call center.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report, and in Note [removed: 25] [added: 23] (“Business Segment Reporting”) of the Notes to Consolidated Financial Statements presented in Item 8.

Note [removed: 25] [added: 23] (“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, including changes in basis of presentation.

The Consumer Bank serves individuals and small businesses throughout our 15-state branch footprint and through our [removed: Laurel Road] 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.

The Commercial operating segment is a full-service, commercial banking platform that focuses primarily on serving the borrowing, cash [added: management, and capital markets needs of middle market clients within Key’s 15-state branch footprint.]

[removed: The] Institutional operating segment operates nationally in providing lending, equipment financing, and banking products and services to large corporate and institutional clients.

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 [added: and persons who own more than 10% of a registered class of our equity securities] under Section 16 of the Exchange Act.

[removed: We] [added: In recent years, we] have made other compensation adjustments in response to market trends, competitive pressures, and a dynamic market for talent.

Key had an average of [removed: 16,753] [added: 17,226] full time equivalent employees in [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] a total of [removed: 17,406] [added: 17,883] full-time and part-time employees worked in the following regions, which are generally aligned to the regions Key uses for its retail branch banking network:

][added: Map.jpg](https://www.sec.gov/Archives/edgar/data/91576/000162828026010546/key-20251231_g2.jpg)]

| | | | All Other | | | [removed: 2,173] [added: 2,422] | | |

Key’s annualized rate for voluntary turnover as of December 31, [removed: 2024,] [added: 2025,] was [removed: 13.2%,] [added: 12.7%,] lower than our annualized voluntary turnover rate for [removed: 2023,] [added: 2024,] which was [removed: 14.6%,] [added: 13.2%,] and lower than our previous five-year historical average of 15.3%.

Set forth below are the names and ages of the executive officers of KeyCorp as of December 31, [removed: 2024,] [added: 2025,] the positions held by each at KeyCorp during the past five years, and the year each first became an executive officer of KeyCorp.

Because [removed: Mo] [added: Mohit] Ramani and James Waters have been employed at KeyCorp for less than five years, information is being provided concerning their prior business experience.

Alexander [removed: (45)] [added: (46)] - Mr. Alexander has been KeyCorp’s Head of Consumer Bank and an executive officer of KeyCorp since January 2020.

[removed: Benhart (59)] [added: Mohit Ramani (52)] - [removed: On December 31, 2024,] Mr. [removed: Benhart was] [added: Ramani has served as] Chief Risk Officer and an executive officer of KeyCorp [removed: and had served in such capacity] since January [removed: 1, 2024.][added: 2025.]

Brady [removed: (58)] [added: (59)] *-* Ms. Brady is KeyCorp’s Chief Information Officer, serving in that role since May 2012.

Evans [removed: (60)] [added: (61)] - Ms. Evans has been the Director of Corporate Center for KeyCorp since August 2012.

Gavrity [removed: (48)] [added: (49)] - Mr. Gavrity has been Head of Commercial Bank since November 2023 and became an executive officer of KeyCorp in May 2021.

Gilbert [removed: (53)] [added: (54)] - Ms. Gilbert has been the Chief Accounting Officer and an executive officer of KeyCorp since March 2024.

She previously served as Assistant Corporate Controller and Senior Director of External Reporting and Accounting [removed: Policy.][added: Policy from April 2021 to August 2023.]

Gorman [removed: (64)] [added: (65)] - Mr. Gorman has been Chairman, Chief Executive Officer, and President of KeyCorp since May 1, 2020.

Clark H.I. Khayat [removed: (53)] [added: (54)] - Mr. Khayat has been Chief Financial Officer since March 2023 and an executive officer since September 2018.

Kidik [removed: (45)] [added: (46)] - Ms. Kidik has been the Chief [removed: Risk Review Officer and General] Auditor and an executive officer of KeyCorp since July 2022.

Mago [removed: (59)] [added: (60)] - Ms. Mago has served as the Chief Human Resources Officer since November 2023.

Paine III [removed: (55)] [added: (56)] - Mr. Paine has been the Head of Institutional Bank since 2019.

Waters [removed: (58)] [added: (59)] - Mr. Waters became the General Counsel and Secretary and an executive officer of KeyCorp in July 2021.

Comprehensive reform of the legislative and regulatory environment for financial services companies [removed: occurred in 2010 and] remains ongoing.

The Dodd-Frank Act created the FSOC to overlay the U.S. supervisory framework for BHCs, [removed: insured depository institutions,] [added: IDIs,] and other financial service providers, by serving as a systemic risk oversight body.

Specifically, the FSOC is authorized to: (i) identify risks to U.S. financial stability that could arise from the material financial distress or failure, or ongoing activities, of large, interconnected SIFIs, or that could arise outside the financial services marketplace; (ii) promote market discipline by eliminating expectations that the U.S. government will shield shareholders, creditors, and counterparties from losses in the event of failure; and (iii) respond to emerging threats [added: to the stability of the U.S. financial system.]

[removed: The FSOC is responsible for facilitating regulatory coordination; information collection and sharing; designating nonbank financial companies for consolidated supervision by the Federal Reserve; designating] systemic financial market utilities and systemic payment, clearing, and settlement activities requiring prescribed risk management standards and heightened federal regulatory oversight; recommending stricter standards for SIFIs; and, together with the Federal Reserve, determining whether action should be taken to break up firms that pose a grave threat to U.S. financial stability.

At December 31, [removed: 2024,] [added: 2025,] we operated one full-service, FDIC-insured national bank subsidiary, KeyBank, and one national bank subsidiary that is limited to fiduciary activities.

Our securities brokerage and asset management subsidiaries are subject to supervision and regulation by the SEC, FINRA, and state securities regulators, and our insurance [removed: subsidiaries are] [added: agency subsidiary is] subject to regulation by the insurance regulatory authorities of the states in which [removed: they operate.][added: it operates.]

Regulatory [removed: capital requirements][added: Capital and Liquidity Requirements]

To address deficiencies in the international regulatory capital standards identified during the 2007-2009 global financial crisis, [removed: in 2010] the Basel Committee [added: in 2010] released comprehensive revisions to the international regulatory capital framework, commonly referred to as “Basel III.” The Basel III revisions are designed to strengthen the quality and quantity of regulatory capital, in part through the introduction of a Common Equity Tier 1 capital requirement; provide more comprehensive and robust risk coverage, particularly for securitization exposures, equities, and off-balance sheet positions; and address pro-cyclicality concerns through the implementation of capital [added: buffers.]

The proposed revisions to the Regulatory Capital Rules are discussed below under the heading [removed: “Recent regulatory] [added: “Regulatory] capital-related developments.” For purposes of the Regulatory Capital Rules, KeyCorp and KeyBank are treated as “standardized approach” banking organizations.

At December 31, [removed: 2024,] [added: 2025,] KeyCorp’s ratios under the fully phased-in Regulatory Capital Rules [removed: are] [added: were as] set forth in the following table.

| Ratios (including stress capital buffer) | | | Regulatory Minimum Requirement | | | Stress Capital Buffer (b) | | | Regulatory Minimum [removed: With] Stress Capital Buffer | | | [removed: KeyCorp December] [added: KeyCorp December] 31, [removed: 2024 (c)] [added: 2025] | | |

The

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

As of December 31, 2025, 95% of employees earned $20 or more per hour.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| | | | East | | | 12,534 | | |

| | | | West | | | 2,927 | | |

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

BHC acquisition rules and permissible activities

Source of strength doctrine

Supervisory framework

The FSOC is responsible for facilitating regulatory coordination; information collection and sharing; designating nonbank financial companies for consolidated supervision by the Federal Reserve; designating

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

The requirements applicable to Category IV firms pursuant to the Tailoring Rules are discussed below.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| Tier 1 Capital | | | 6.00 | | | 3.20 | | | 9.20 | | | 13.46 | | |

| Total Capital | | | 8.00 | | | 3.20 | | | 11.20 | | | 15.70 | | |

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

threshold ratios applicable to FDIC-insured depository institutions such as KeyBank.

However, KeyBank will be subject to the supplementary leverage ratio if proposed revisions to the Regulatory Capital Rules are adopted.

The federal banking agencies have indicated that they will be revising the Capital Proposal that was issued in July 2023, but it is uncertain what changes will be made to the proposal.

The capital plan must include, among other things, an assessment of the expected uses and sources of capital over a nine-quarter planning horizon, a description of all planned capital actions over the planning horizon, a detailed description of the BHC’s process for assessing capital adequacy, a discussion of any expected changes to the BHC’s business plan that are likely to have a material impact on its capital adequacy or liquidity, and the BHC’s capital policy.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

The Federal Reserve conducts a supervisory stress test of the largest BHCs on an annual basis.

Under the Tailoring Rules, the portion of the stress capital buffer for a Category IV firm based on the Federal Reserve’s stress test will be calculated biennially.

During a year in which in which a Category IV firm does not undergo a supervisory stress test, the firm will receive an updated stress capital buffer that reflects the firm’s updated planned common stock dividends.

If a rule change proposed by the Federal Reserve on April 17, 2025 is adopted, a firm’s stress capital buffer requirement will become effective on January 1 rather than October 1 in order to give firms more time to adjust to updated capital requirements.

The adjusted stress capital buffer requirement would then remain in effect until the following December 31 unless the firm receives an updated stress capital buffer requirement from the Federal Reserve.

KeyCorp’s updated stress capital buffer is 3.2% (based on the results of KeyCorp’s 2024 supervisory stress test and adjusted for KeyCorp’s planned common stock dividends as set forth in KeyCorp’s 2025 capital plan).

On October 24, 2025, the Federal Reserve issued a proposal that would codify a process under which the Federal Reserve would be required to annually disclose and seek public comment on the models and scenarios used in the supervisory stress test.

The Federal Reserve indicated that the proposal is intended to enhance the transparency and public accountability of the Federal Reserve’s supervisory stress test framework.

The Federal Reserve also proposed revisions to reporting forms submitted by firms subject to the supervisory stress test to reduce burden and improve risk capture in the stress tests.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

over a one-year time horizon.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

On December 16, 2025, the FDIC issued an interim final rule to reduce the quarterly rate at which the special assessment will be collected from 3.36 basis points to 2.97 basis points in the eighth collection quarter (with an invoice payment date of March 30, 2026) in order to ensure that the amount collected will be approximately equal to the FDIC’s current estimate of the loss to the DIF from the use of the systemic risk exception.

The interim final rule also provides that the FDIC will provide an offset to IDIs’ regular quarterly deposit insurance assessments if the aggregate amount collected exceeds losses following resolution of litigation between the FDIC and SVB’s parent company.

The interim final rule further provides that upon the final termination of the receiverships, the FDIC will either (1) provide an offset to IDIs’ regular quarterly deposit insurance assessments if the amount collected exceeds losses or (2) collect from IDIs a one-time final shortfall assessment if losses exceed the amount collected.

Comments on the interim final rule were due by January 20, 2026.

management, and capital markets needs of middle market clients within Key’s 15-state branch footprint.

We have steadily increased our starting minimum wage since 2015, and as of December 31, 2024, 93% of employees earned $20 or more per hour.

| | | | East | | | 12,399 | | |

| | | | West | | | 2,834 | | |

On January 23, 2025, Mohit (Mo) Ramani became Chief Risk Officer.

Darrin L.

Prior to that time, he served as Deputy Chief Risk Officer and Head of Enterprise Risk Management from August 2023 to December 2023 and Chief Enterprise Risk Officer from July 2022 to August 2023.

Prior to July 2022, he served as a National Bank Examiner with the OCC from March 1992 to March 2022.

She first joined the Company in 2002, holding a variety of accounting roles, before leaving to join FirstMerit Corporation in 2008.

She re-joined the Company in 2016.

Mohit Ramani (51) - Mr. Ramani became Chief Risk Officer and an executive officer of KeyCorp on January 23, 2025.

to the stability of the U.S. financial system.

buffers.

| Tier 1 Capital | | | 6.00 | | | 3.10 | | | 9.10 | | | 13.69 | | |

| Total Capital | | | 8.00 | | | 3.10 | | | 11.10 | | | 16.15 | | |

(c)Ratios reflect the five-year transition of CECL impacts on regulatory ratios.

Key elected the CECL phase-in option provided by regulatory guidance which delayed for two years the estimated impact of CECL on regulatory capital and phases it in over three years beginning in 2022.

Effective for the first quarter 2022, Key entered a three-year transition period, and the full impact of the CECL standard was phased-in to regulatory capital through December 31, 2024.

In the first quarter of 2025, CECL will be fully reflected in regulatory capital.

On a fully phased-in basis, Key’s Common Equity Tier 1 ratio would be reduced by five basis points.

Under the Capital Proposal, a Large Banking Organization would be required to calculate its risk-based capital ratios under both the expanded risk-based approach and the current standardized approach and would use the lower of the two.

All capital buffer requirements, including the stress capital buffer requirement, would apply regardless of whether the expanded risk-based approach or the existing standardized approach produces the lower ratio.

KeyCorp and KeyBank are Category IV banking organizations.

Category III and IV banking organizations would also be required to apply the same capital deductions and minority interest treatments that currently apply to Category I and Category II banking organizations.

The expanded total risk-weighted assets calculation used in the expanded risk-based approach would be phased in over a three-year period.

For Category III and IV banking organizations, the requirement to reflect AOCI in regulatory capital would also be phased in over a three-year period.

All other elements of the calculation of regulatory capital would apply on the effective date of a final rule if the proposal is adopted.

U.S. banking organizations are subject to regulatory liquidity requirements based on international liquidity standards established by the Basel Committee (the “Basel III liquidity framework”).

The Basel III liquidity framework establishes quantitative standards designed to ensure that a banking organization is appropriately positioned, from a balance sheet perspective, to satisfy its short- and long-term funding needs.

In addition, to address long-term liquidity risk, the Basel III liquidity framework established a net stable funding ratio (“Basel III NSFR”), calculated as the ratio of the amount of stable funding available to a banking organization to its required amount of stable funding.

Consistent with the Basel III LCR, the final rules implementing the Basel III LCR for U.S. banking organizations (the “Liquidity Coverage Rules”) established a minimum LCR for certain internationally active bank and nonbank financial companies (excluding KeyCorp), and a modified version of the LCR (“Modified LCR”) for BHCs and other depository institution holding companies with over $50 billion in consolidated assets that are not internationally active (including KeyCorp).

Under the Liquidity Coverage Rules, KeyCorp was required to calculate a Modified LCR on a monthly basis and was required to satisfy a minimum Modified LCR requirement of 100%.

KeyBank was not subject to the LCR or the Modified LCR under the Liquidity Coverage Rules.

EGRRCPA, enacted on May 24, 2018, raised the asset threshold above which the Federal Reserve is required to apply enhanced prudential standards to BHCs from $50 billion to $250 billion.

Under one of the Tailoring Rules, Category IV Firms with weighted short-term wholesale funding of less than $50 billion will not be subject to a modified LCR.

KeyCorp does not meet the $50 billion threshold and is not subject to the modified LCR or an LCR public disclosure requirement.

Under another Tailoring Rule, Category IV Firms (like KeyCorp) are required to conduct internal liquidity stress tests quarterly and are subject to simplified liquidity risk management requirements.

Category IV Firms are still required to maintain a liquidity buffer that is sufficient to meet the projected net stressed cash-flow need over a 30-day planning horizon under the firm’s internal liquidity stress test and remain subject to monthly tailored FR 2052a liquidity reporting requirements.

Under the final rules adopted by the federal banking agencies to implement the Basel III NSFR for U.S. banking organizations, certain banking organizations with more than $100 billion in total assets must maintain minimum amounts of stable funding to support their assets, commitments, and derivatives exposures over a one-year time horizon.

KeyCorp and KeyBank have also been required to conduct their own company-run stress tests to assess the impact of stress scenarios (including supervisor-provided baseline, adverse, and severely adverse scenarios and, for KeyCorp, one KeyCorp-defined baseline scenario and at least one KeyCorp-defined stress scenario) on their consolidated earnings, losses, and capital over a nine-quarter planning horizon, taking into account their current condition, risks, exposures, strategies, and activities.

The information presented in the Legal Proceedings section of Note [removed: 22] [added: 19] (“Commitments, Contingent Liabilities, and Guarantees”) of the Notes to Consolidated Financial Statements is incorporated herein by reference.

On at least a quarterly basis, we assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available.

Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements.

These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis.

Where a loss is not probable or the amount of the loss is not estimable, we have not accrued legal reserves, consistent with applicable accounting guidance.

Based on information currently available to us, advice of counsel, and available insurance coverage, we believe that our established reserves are adequate and any liabilities that may arise from outstanding legal proceedings will not have a material adverse effect on our consolidated financial condition.

We note, however, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution will not exceed established reserves.

As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.

[removed: ][added: ]

The aggregate market value of voting and non-voting common stock held by nonaffiliates of the Registrant was [removed: $13,402,865,321] [added: $19,378,924,449] (based on the June [removed: 28, 2024,] [added: 30, 2025,] closing price of KeyCorp Common Shares of [removed: $14.21] [added: $17.42] as reported on the New York Stock Exchange).

As of February 19, [removed: 2025,] [added: 2026,] there were [removed: 1,105,119,318] [added: 1,089,647,432] Common Shares outstanding.

Certain specifically designated portions of KeyCorp’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

- breaches of security or failures of our technology systems due to technological or other [removed: factors, cybersecurity threats,] [added: factors] and [removed: increased risks resulting from remote work;][added: cybersecurity threats;]

- disruption of the U.S. [added: and global] financial [removed: system,] [added: system and markets,] including the impact of [removed: inflation] [added: inflation, tariffs or other trade policies, political instability, a prolonged shutdown of the U.S. government,] and a potential global economic downturn or recession;

- labor shortages and supply chain [removed: constraints, as well as the impact of inflation;][added: constraints;]

| 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). [removed: APBO: Accumulated postretirement benefit obligation.] ASC: Accounting Standards Codification. ASU: Accounting Standards Update. ATMs: Automated teller machines. BSA: Bank Secrecy Act. BHCA: Bank Holding Company Act of 1956, as amended. BHCs: Bank holding companies. Board: KeyCorp Board of Directors. CAPM: Capital Asset Pricing Model. CCAR: Comprehensive Capital Analysis and Review. CECL: Current Expected Credit Losses. CFPB: Consumer Financial Protection Bureau, also known as the Bureau of Consumer Financial Protection. CFTC: Commodities Futures Trading Commission. CMBS: Commercial mortgage-backed securities. CMO: Collateralized mortgage obligation. Common Shares: KeyCorp common shares, $1 par value. [removed: CVA: Credit valuation adjustment.] DCF: Discounted cash flow. DIF: Deposit Insurance Fund of the FDIC. Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. EAD: Exposure at default. EBITDA: Earnings before interest, taxes, depreciation, and amortization. EPS: Earnings per share. ERISA: Employee Retirement Income Security Act of 1974. ERM: Enterprise risk management. EVE: Economic value of equity. FASB: Financial Accounting Standards Board. FDIA: Federal Deposit Insurance Act, as amended. FDIC: Federal Deposit Insurance Corporation. Federal Reserve: Board of Governors of the Federal Reserve System. FHLB: Federal Home Loan Bank of Cincinnati. FHLMC: Federal Home Loan Mortgage Corporation. FICO: Fair Isaac Corporation. FINRA: Financial Industry Regulatory Authority. [removed: First Niagara: First Niagara Financial Group, Inc.] FNMA: Federal National Mortgage Association. FSOC: Financial Stability Oversight Council. FVA: Fair value of employee benefit plan assets. [removed: | | |] GAAP: U.S. generally accepted accounting principles. [added: | | |] GNMA: Government National Mortgage Association. [removed: HTC: Historic tax credit.] IDI: Insured depository institution. IRS: Internal Revenue Service. ISDA: International Swaps and Derivatives Association. KBCM: KeyBanc Capital Markets, Inc. KCC: Key Capital Corporation. KCDC: Key Community Development Corporation. KCIC: Key Community Investment Capital LLC. LCR: Liquidity coverage ratio. LGD: Loss given default. LIHTC: Low-income housing tax credit. LTV: Loan-to-value. Moody’s: Moody’s Investor Services, Inc. MTRM: Market & Treasury Risk Management. [removed: MRC: Market Risk Committee.] N/A: Not applicable. NAV: Net asset value. NFA: National Futures Association. N/M: Not meaningful. NMTC: New market tax credit. [removed: NPR: Notice of proposed rulemaking. NSF: Non-sufficient funds.] [added: NSFR: Net stable funding ratio.] NYSE: New York Stock Exchange. [added: 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. | | |

[removed: 2024] [added: 2025] FORM 10-K ANNUAL REPORT

| 1A | | | | | | [Risk [removed: Factors](#idd77e622791e409386a5881552bd53ca_22)] [added: Factors](#ie465f29b4bf94803bdb45ae50fcba90f_22)] | | | [removed: [24](#idd77e622791e409386a5881552bd53ca_22)] [added: [25](#ie465f29b4bf94803bdb45ae50fcba90f_22)] | | |

| 1B | | | | | | [Unresolved Staff [removed: Comments](#idd77e622791e409386a5881552bd53ca_25)] [added: Comments](#ie465f29b4bf94803bdb45ae50fcba90f_52)] | | | [removed: [43](#idd77e622791e409386a5881552bd53ca_25)] [added: [44](#ie465f29b4bf94803bdb45ae50fcba90f_52)] | | |

| 3 | | | | | | [Legal [removed: Proceedings](#idd77e622791e409386a5881552bd53ca_34)] [added: Proceedings](#ie465f29b4bf94803bdb45ae50fcba90f_61)] | | | [removed: [46](#idd77e622791e409386a5881552bd53ca_34)] [added: [47](#ie465f29b4bf94803bdb45ae50fcba90f_61)] | | |

| 4 | | | | | | [Mine Safety [removed: Disclosures](#idd77e622791e409386a5881552bd53ca_37)] [added: Disclosures](#ie465f29b4bf94803bdb45ae50fcba90f_64)] | | | [removed: [46](#idd77e622791e409386a5881552bd53ca_37)] [added: [47](#ie465f29b4bf94803bdb45ae50fcba90f_64)] | | |

| 5 | | | | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idd77e622791e409386a5881552bd53ca_43)] [added: Securities](#ie465f29b4bf94803bdb45ae50fcba90f_70)] | | | [removed: [47](#idd77e622791e409386a5881552bd53ca_43)] [added: [48](#ie465f29b4bf94803bdb45ae50fcba90f_70)] | | |

| 7 | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idd77e622791e409386a5881552bd53ca_52)] [added: Operations](#ie465f29b4bf94803bdb45ae50fcba90f_79)] | | | [removed: [49](#idd77e622791e409386a5881552bd53ca_52)] [added: [50](#ie465f29b4bf94803bdb45ae50fcba90f_79)] | | |

| 7A | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idd77e622791e409386a5881552bd53ca_199)] [added: Risk](#ie465f29b4bf94803bdb45ae50fcba90f_229)] | | | [removed: [98](#idd77e622791e409386a5881552bd53ca_199)] [added: [96](#ie465f29b4bf94803bdb45ae50fcba90f_229)] | | |

| 8 | | | | | | [Financial Statements and Supplementary [removed: Data](#idd77e622791e409386a5881552bd53ca_202)] [added: Data](#ie465f29b4bf94803bdb45ae50fcba90f_232)] | | | [removed: [99](#idd77e622791e409386a5881552bd53ca_202)] [added: [97](#ie465f29b4bf94803bdb45ae50fcba90f_232)] | | |

| | | | | | | [Management’s Annual Report on Internal Control over Financial [removed: Reporting](#idd77e622791e409386a5881552bd53ca_205)] [added: Reporting](#ie465f29b4bf94803bdb45ae50fcba90f_235)] | | | [removed: [100](#idd77e622791e409386a5881552bd53ca_205)] [added: [98](#ie465f29b4bf94803bdb45ae50fcba90f_235)] | | |

| | | | | | | [Reports of Independent Registered Public Accounting [removed: Firm](#idd77e622791e409386a5881552bd53ca_208)] [added: Firm](#ie465f29b4bf94803bdb45ae50fcba90f_238)] | | | [removed: [101](#idd77e622791e409386a5881552bd53ca_208)] [added: [99](#ie465f29b4bf94803bdb45ae50fcba90f_238)] | | |

| | | | | | | [Consolidated Financial Statements and Related [removed: Notes](#idd77e622791e409386a5881552bd53ca_214)] [added: Notes](#ie465f29b4bf94803bdb45ae50fcba90f_244)] | | | [removed: [105](#idd77e622791e409386a5881552bd53ca_214)] [added: [102](#ie465f29b4bf94803bdb45ae50fcba90f_244)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#idd77e622791e409386a5881552bd53ca_223)] [added: Income](#ie465f29b4bf94803bdb45ae50fcba90f_253)] | | | [removed: [107](#idd77e622791e409386a5881552bd53ca_223)] [added: [104](#ie465f29b4bf94803bdb45ae50fcba90f_253)] | | |

| | | | | | | [Consolidated Statements of Changes in [removed: Equity](#idd77e622791e409386a5881552bd53ca_226)] [added: Equity](#ie465f29b4bf94803bdb45ae50fcba90f_256)] | | | [removed: [108](#idd77e622791e409386a5881552bd53ca_226)] [added: [105](#ie465f29b4bf94803bdb45ae50fcba90f_256)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#idd77e622791e409386a5881552bd53ca_229)] [added: Flows](#ie465f29b4bf94803bdb45ae50fcba90f_259)] | | | [removed: [109](#idd77e622791e409386a5881552bd53ca_229)] [added: [106](#ie465f29b4bf94803bdb45ae50fcba90f_259)] | | |

| 9 | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idd77e622791e409386a5881552bd53ca_319)] [added: Disclosure](#ie465f29b4bf94803bdb45ae50fcba90f_355)] | | | [removed: [183](#idd77e622791e409386a5881552bd53ca_319)] [added: [176](#ie465f29b4bf94803bdb45ae50fcba90f_355)] | | |

| 9C | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idd77e622791e409386a5881552bd53ca_328)] [added: Inspections](#ie465f29b4bf94803bdb45ae50fcba90f_364)] | | | [removed: [183](#idd77e622791e409386a5881552bd53ca_328)] [added: [176](#ie465f29b4bf94803bdb45ae50fcba90f_364)] | | |

| 10 | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#idd77e622791e409386a5881552bd53ca_334)] [added: Governance](#ie465f29b4bf94803bdb45ae50fcba90f_370)] | | | [removed: [183](#idd77e622791e409386a5881552bd53ca_334)] [added: [176](#ie465f29b4bf94803bdb45ae50fcba90f_370)] | | |

| 12 | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idd77e622791e409386a5881552bd53ca_340)] [added: Matters](#ie465f29b4bf94803bdb45ae50fcba90f_376)] | | | [removed: [184](#idd77e622791e409386a5881552bd53ca_340)] [added: [177](#ie465f29b4bf94803bdb45ae50fcba90f_376)] | | |

| 13 | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idd77e622791e409386a5881552bd53ca_343)] [added: Independence](#ie465f29b4bf94803bdb45ae50fcba90f_379)] | | | [removed: [184](#idd77e622791e409386a5881552bd53ca_343)] [added: [177](#ie465f29b4bf94803bdb45ae50fcba90f_379)] | | |

| 14 | | | | | | [Principal Accountant Fees and [removed: Services](#idd77e622791e409386a5881552bd53ca_346)] [added: Services](#ie465f29b4bf94803bdb45ae50fcba90f_382)] | | | [removed: [184](#idd77e622791e409386a5881552bd53ca_346)] [added: [177](#ie465f29b4bf94803bdb45ae50fcba90f_382)] | | |

| 15 | | | | | | [Exhibits and Financial Statement [removed: Schedules](#idd77e622791e409386a5881552bd53ca_352)] [added: Schedules](#ie465f29b4bf94803bdb45ae50fcba90f_388)] | | | [removed: [184](#idd77e622791e409386a5881552bd53ca_352)] [added: [177](#ie465f29b4bf94803bdb45ae50fcba90f_388)] | | |

| | | | | | | [(a) (1) Financial Statements — See listing in Item 8 [removed: above](#idd77e622791e409386a5881552bd53ca_355)] [added: above](#ie465f29b4bf94803bdb45ae50fcba90f_391)] | | | [removed: [184](#idd77e622791e409386a5881552bd53ca_355)] [added: [177](#ie465f29b4bf94803bdb45ae50fcba90f_391)] | | |

| | | | | | | [(a) (2) Financial Statement Schedules — None [removed: required](#idd77e622791e409386a5881552bd53ca_358)] [added: required](#ie465f29b4bf94803bdb45ae50fcba90f_394)] | | | [removed: [185](#idd77e622791e409386a5881552bd53ca_358)] [added: [178](#ie465f29b4bf94803bdb45ae50fcba90f_394)] | | |

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

December 31, 2025

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

- damage to our reputation;

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| 1 | | | | | | [Business](#ie465f29b4bf94803bdb45ae50fcba90f_19) | | | [6](#ie465f29b4bf94803bdb45ae50fcba90f_19) | | |

| 1C | | | | | | [Cybersecurity](#ie465f29b4bf94803bdb45ae50fcba90f_55) | | | [44](#ie465f29b4bf94803bdb45ae50fcba90f_55) | | |

| 2 | | | | | | [Properties](#ie465f29b4bf94803bdb45ae50fcba90f_58) | | | [47](#ie465f29b4bf94803bdb45ae50fcba90f_58) | | |

| 6 | | | | | | [RESERVED](#ie465f29b4bf94803bdb45ae50fcba90f_73) | | | [49](#ie465f29b4bf94803bdb45ae50fcba90f_73) | | |

| | | | | | | [Consolidated Balance Sheets](#ie465f29b4bf94803bdb45ae50fcba90f_247) | | | [102](#ie465f29b4bf94803bdb45ae50fcba90f_247) | | |

| | | | | | | [Consolidated Statements of Income](#ie465f29b4bf94803bdb45ae50fcba90f_250) | | | [103](#ie465f29b4bf94803bdb45ae50fcba90f_250) | | |

| | | | | | | [Notes to Consolidated Financial Statements](#ie465f29b4bf94803bdb45ae50fcba90f_262) | | | [107](#ie465f29b4bf94803bdb45ae50fcba90f_265) | | |

| 9A | | | | | | [Controls and Procedures](#ie465f29b4bf94803bdb45ae50fcba90f_358) | | | [176](#ie465f29b4bf94803bdb45ae50fcba90f_358) | | |

| 9B | | | | | | [Other Information](#ie465f29b4bf94803bdb45ae50fcba90f_361) | | | [176](#ie465f29b4bf94803bdb45ae50fcba90f_361) | | |

| 11 | | | | | | [Executive Compensation](#ie465f29b4bf94803bdb45ae50fcba90f_373) | | | [177](#ie465f29b4bf94803bdb45ae50fcba90f_373) | | |

| | | | | | | [(a) (3) Exhibits](#ie465f29b4bf94803bdb45ae50fcba90f_397) | | | [179](#ie465f29b4bf94803bdb45ae50fcba90f_397) | | |

| 16 | | | | | | [Form 10-K Summary](#ie465f29b4bf94803bdb45ae50fcba90f_400) | | | [182](#ie465f29b4bf94803bdb45ae50fcba90f_400) | | |

| | | | | | | [Signatures](#ie465f29b4bf94803bdb45ae50fcba90f_403) | | | [183](#ie465f29b4bf94803bdb45ae50fcba90f_403) | | |

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

December 31, 2024

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

| 1 | | | | | | [Business](#idd77e622791e409386a5881552bd53ca_19) | | | [6](#idd77e622791e409386a5881552bd53ca_19) | | |

| 1C | | | | | | [Cybersecurity](#idd77e622791e409386a5881552bd53ca_28) | | | [43](#idd77e622791e409386a5881552bd53ca_28) | | |

| 2 | | | | | | [Properties](#idd77e622791e409386a5881552bd53ca_31) | | | [46](#idd77e622791e409386a5881552bd53ca_31) | | |

| 6 | | | | | | [RESERVED](#idd77e622791e409386a5881552bd53ca_46) | | | [48](#idd77e622791e409386a5881552bd53ca_46) | | |

| | | | | | | [Consolidated Balance Sheets](#idd77e622791e409386a5881552bd53ca_217) | | | [105](#idd77e622791e409386a5881552bd53ca_217) | | |

| | | | | | | [Consolidated Statements of Income](#idd77e622791e409386a5881552bd53ca_220) | | | [106](#idd77e622791e409386a5881552bd53ca_220) | | |

| | | | | | | [Notes to Consolidated Financial Statements](#idd77e622791e409386a5881552bd53ca_232) | | | [110](#idd77e622791e409386a5881552bd53ca_235) | | |

| 9A | | | | | | [Controls and Procedures](#idd77e622791e409386a5881552bd53ca_322) | | | [183](#idd77e622791e409386a5881552bd53ca_322) | | |

| 9B | | | | | | [Other Information](#idd77e622791e409386a5881552bd53ca_325) | | | [183](#idd77e622791e409386a5881552bd53ca_325) | | |

| 11 | | | | | | [Executive Compensation](#idd77e622791e409386a5881552bd53ca_337) | | | [184](#idd77e622791e409386a5881552bd53ca_337) | | |

| | | | | | | [(a) (3) Exhibits](#idd77e622791e409386a5881552bd53ca_361) | | | [186](#idd77e622791e409386a5881552bd53ca_361) | | |

| 16 | | | | | | [Form 10-K Summary](#idd77e622791e409386a5881552bd53ca_364) | | | [189](#idd77e622791e409386a5881552bd53ca_364) | | |

| | | | | | | [Signatures](#idd77e622791e409386a5881552bd53ca_367) | | | [190](#idd77e622791e409386a5881552bd53ca_367) | | |

penetration testing, monitoring of vendor vulnerability notices and patch releases, [removed: scanning of systems] [added: firewalls] and [removed: emails][added: intrusion detection and prevention systems, and dedicated security personnel.]

identifying, and managing cybersecurity risk across the organization in support of the IS Program is a cross-functional effort that requires collaboration and direction from all lines of defense – the lines of business and support functions (First Line of Defense), Risk Management (Second Line of Defense), and [removed: the Risk Review Group (RRG),] Key’s [removed: internal audit] [added: Internal Audit (IA)] function (Third Line of Defense):

Operational Risk Management performs review and challenge of controls, monitors the operational [added: and technology] risk [removed: profile,] [added: profiles,] and ensures Key operates within its operational [added: and technology] risk appetite.

[removed: The RRG] [added: IA] reviews and evaluates the scope and breadth of security activities throughout Key and the effectiveness of the IS Program.

[removed: RRG] [added: IA] conducts independent internal [added: audits on Key’s]

[removed: audits on Key’s] LOBs, operations, information systems, and technologies.

[removed: RRG] [added: IA] shares the results of its audits with the LOB management, Key’s Operational and Compliance Risk Management Groups, the Board’s Audit Committee, and banking regulators.

[removed: Key] [added: We] also [removed: engages] [added: engage] external [removed: advisors] [added: providers] periodically to perform [added: a maturity assessment of the IS Program against industry cybersecurity frameworks and to perform] security posture assessments of our environment to proactively identify weakness within our security policy and/or configurations.

Key is also subject to cybersecurity and privacy regulatory exams, as required by law for financial [removed: institutions.][added: institutions operating in the U.S.]

The Board’s Risk Committee exercises primary oversight over enterprise-wide risk at Key, including [removed: operational] [added: technology] risk, which includes [removed: cybersecurity risk,] [added: (but is not limited to) cybersecurity, business resiliency,] and [added: other technology-related risks, and] provides oversight of management’s activities related to [removed: cybersecurity risk.][added: the same.]

The Board’s Technology [removed: Committee] [added: Committee, in consultation with the Risk Committee,] provides additional oversight of [removed: management’s activities related to Key’s technology strategic investment plan, cybersecurity investments, and major technology vendor relationships] [added: the technology-related risks listed above,] and is expected to escalate to the Risk Committee on certain risk management issues.

The CISO provides [added: regular] updates [removed: to the Audit Committee] on cybersecurity matters [removed: at each regularly scheduled] [added: to the Audit] Committee [removed: meeting] (six times in [removed: 2024).][added: 2025).]

[removed: The CISO’s update to the Committee generally] [added: These updates typically] address the cybersecurity threat landscape, information security trends, strategic initiatives related to information security, and cybersecurity program reviews.

The CISO also [added: provides regular] updates [added: to] the Risk Committee on cybersecurity matters [removed: and on] [added: as well as] Key’s compliance with the Gramm-Leach-Bliley Act [removed: on an annual basis and presents the Information Security Policy for approval.][added: (at least]

[removed: The] [added: In addition, the] CISO, [removed: along] [added: together] with Key’s Deputy CISO, [removed: also report] [added: reports] annually to the Technology Committee to [removed: obtain] [added: seek] approval [removed: on] [added: of] Key’s Cyber Strategy and Investment Plan.

Key’s Deputy CISO leads the Corporate Information Security function, including [removed: the] Cyber [removed: Defense Center,] [added: Defense,] Identity

& Access [removed: Management Operations,] [added: Management,] Information Security Governance and Data Protection, and Security Architecture, Engineering and Platform Operations.

The Deputy CISO has over [removed: 17] [added: 18] years of cybersecurity and technology risk management experience across financial services and retail, previously served as the Head of Information Security Governance within KeyCorp’s Corporate Information Security group, as well as the Head of Cybersecurity and Technology Risk Oversight within KeyCorp’s Risk Management group.

[removed: He] [added: The Deputy CISO] holds a bachelor’s degree in Finance and Management Information Systems and an MBA.

[added: At the management level, our ERM Committee, chaired by the Chief Risk] Officer and comprising other senior level executives, including the Chief Information Officer, reports to the Board’s [added: Risk Committee and supports the management of all risks by providing governance, direction, oversight and high-level management of risk.]

[added: The ERM Committee serves as a] senior level forum for review and discussion of material [removed: operational] risk issues, including cybersecurity [removed: risk, and][added: risk.]

[added: The Operational Risk Committee also reports to the Board’s Risk Committee and provides governance, direction, and oversight of] operational [removed: risk,] [added: risks,] including [removed: cybersecurity risk,] [added: technology risks,] and includes senior management representation from the LOB and [added: support areas.]

The [removed: CISO] [added: Chief Information Officer] is a voting member of the Operational Risk Committee.

The Operational Risk Committee also includes [removed: subcommittees which, among other things, address security issues][added: subcommittees, including the Security & Technology Committee (the “SecTec Committee”).]

[added: The CPO is] licensed to practice law in the state of Ohio and has obtained the CIPP/US certification through the International

The CPO and Privacy team have the authority to escalate privacy risks to the [added: Board.]

The Privacy and Information Security teams work together to implement controls around how personally [added: identifiable information is managed and protected and to comply with applicable laws and regulations.]

[added: As discussed above in “Cybersecurity Risk Management,” Internal Audit shares the results of its independent internal] audits of security activities at Key and the effectiveness of the IS Program with the line of business management, [added: Key’s Operational and Compliance Risk Management Groups, the Board’s Audit Committee, and]

[added: banking] regulators.

Any identified gaps are risk rated, issued a due date for remediation, and tracked through completion of [added: remediation.]

Remediation is then verified by [removed: the RRG.][added: IA.]

and increasing sophistication of cybersecurity threats and geopolitical events, as well as the fact that threat actors frequently target technologies and systems commonly used by us and our clients.

In addition, our use of emerging technology-based products and services, including cloud computing and artificial intelligence may introduce new and evolving cybersecurity risks and may create additional avenues for exploitation by threat actors.

- Third Line of Defense – Internal Audit (IA).

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

Annually, we benchmark ourselves against industry-leading frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework and the Cyber Risk Institute Profile.

The Technology Committee also oversees major technology investments supporting Key’s strategic objectives in areas such as cybersecurity, fraud and data, project management, technology strategy, technology innovation, and emerging technology trends.

The Board’s Audit Committee also shares in oversight of cybersecurity risk.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

annually) and presents the Information Security Policy for Risk Committee approval.

The CISO provides additional updates to the Board and its committees as circumstances warrant.

The SecTec Committee is responsible for ensuring a cohesive and coordinated approach to security and technology risk management and provides an enterprise-wide perspective of security and technology risk management.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

and sophistication of cybersecurity threats and geopolitical events, as well as due to the expanding use of Internet and mobile banking and other technology-based products and services utilized by us and our clients, including products and services that utilize the cloud and artificial intelligence (AI), among other emerging technologies.

for malware and other vulnerabilities, firewalls and intrusion detection and prevention systems, and dedicated

security personnel.

- Third Line of Defense – Risk Review Group (RRG).

Key engages external providers periodically to perform a maturity assessment of the IS Program against industry cybersecurity frameworks.

The Board’s Audit Committee monitors and exercises oversight over cybersecurity risk as part of its joint oversight of operational risk with the Risk Committee.

The CISO provides updates to the Board as needs arise and from time to time.

At the management level, our Enterprise Risk Management (ERM) Committee, chaired by the Chief Executive

Risk Committee and is responsible for managing risk, including cybersecurity risk.

The ERM Committee serves as a

receives regular updates from the CISO regarding cybersecurity risk.

The ERM Committee directly oversees the

Operational Risk Committee, which provides governance, direction, oversight, and high-level management of

support areas.

and concerns, pursue security-related program enhancements, address fraud trends, provide input on fraud

strategy, weigh the impacts of fraud risk on customers, business clients, and the LOB, and cascades awareness of

fraud risks across Key.

He is

Board.

identifiable information is managed and protected and to comply with applicable laws and regulations.

As discussed above in “Cybersecurity Risk Management,” the RRG shares the results of its independent internal

Key’s Operational and Compliance Risk Management Groups, the Board’s Audit Committee, and banking

remediation.

At December 31, [removed: 2024,] [added: 2025,] Key leased approximately 375,414 square feet of the complex, encompassing the first floor branch, the 2nd, 3rd and 5th through 9th office floors, the 12th floor, and the 54th through 56th floors of the 57-story Key Center.

In addition, Key [removed: owned] [added: owns] two buildings in Brooklyn, Ohio, with office space that it operated from and totaling 584,930 square feet at December 31, [removed: 2024.][added: 2025.]

As of the same date, KeyBank owned [removed: 410] [added: 408] branches and leased [removed: 534] [added: 532] branches.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| Discussion of dividends in the section captioned “Capital — Dividends” | | | [removed: [73](#idd77e622791e409386a5881552bd53ca_112)] [added: [71](#ie465f29b4bf94803bdb45ae50fcba90f_142)] | | |

| Discussion of our common shares, shareholder information, and repurchase activities in the section captioned “Capital — Common Shares outstanding” | | | [removed: [73](#idd77e622791e409386a5881552bd53ca_112)] [added: [71](#ie465f29b4bf94803bdb45ae50fcba90f_142)] | | |

The following graph compares the price performance of our Common Shares (based on an initial investment of $100 on December 31, [removed: 2019,] [added: 2020,] and assuming reinvestment of dividends) with that of the S&P 500 Index and a group of other banks that constitute our peer group.

During [removed: 2024,] [added: 2025,] Key repurchased [removed: $28] [added: $35] million of shares related to equity compensation programs.

The following table summarizes our repurchases of our [removed: Common Shares] [added: common shares] for the three months ended December 31, [removed: 2024.][added: 2025.]

See Note [removed: 24] [added: 21] (“Shareholders' Equity”) for more information regarding share repurchases.

| Calendar month | | | Total number of shares repurchased(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 [removed: (b)] | | | | | |


| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Assumes $100 investment at close of market on December 31, 2020, and reinvestment of dividends. Total return = price change | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Base Period | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | 2025 | | | 5-year compound growth rate | | |

| KeyCorp | | | $ | 100 | | $ | 145.92 | | $ | 114.27 | | $ | 101.10 | | $ | 126.73 | | $ | 159.96 | | 12.85 | | % |

| S&P 500 | | | 100 | | | 128.71 | | | 105.40 | | | 133.10 | | | 166.40 | | | 196.16 | | | 15.96 | | % |

| Peer Companies | | | 100 | | | 133.52 | | | 110.70 | | | 109.38 | | | 138.10 | | | 161.52 | | | 11.69 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | |

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.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

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.

In the fourth quarter of 2025, Key completed $200 million, or approximately 11.1 million shares, in share repurchases including $17 million, or approximately 0.9 million shares, from Scotiabank pursuant to our repurchase agreement described above.

We repurchased less than $1 million of shares related to equity compensation programs in the fourth quarter of 2025.

| October 1 - 31 | | | 3,862,365 | | | $ | 17.51 | | 3,862,365 | | | $ | 932,387,436 | | | | |

| November 1 - 30 | | | 4,936,115 | | | 17.53 | | | 4,935,995 | | | 845,836,562 | | | | | |

| December 1 - 31 | | | 2,311,170 | | | 20.19 | | | 2,310,402 | | | 799,200,798 | | | | | |

| Total | | | 11,109,650 | | | $ | 18.08 | | 11,108,762 | | | | | | | | |


We did not complete any open market share repurchases in 2024, and have no Board-approved repurchase authorizations outstanding.

On August 30, 2024, KeyCorp issued 47,829,359 Common Shares for approximately $821 million in gross proceeds to Scotiabank pursuant to the first closing under the Investment Agreement.

On December 27, 2024, Scotiabank completed the second and final purchase of 115,042,316 Common Shares under the Investment Agreement with an investment of approximately $2.0 billion in gross proceeds.

These acquisitions were exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), by virtue of the exemption provided by Section 4(a)(s) of the Securities Act.

| October 1 - 31 | | | 236 | | | $ | 17.21 | | — | | | $ | — | | | | |

| November 1 - 30 | | | 103,712 | | | 19.49 | | | — | | | — | | | | | |

| December 1 -30 | | | 262 | | | 18.84 | | | — | | | — | | | | | |

| Total | | | 104,210 | | | $ | 19.48 | | — | | | | | | | | |

We did not complete any open market share repurchases in the fourth quarter of 2024.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| [Management’s Annual Report on Internal Control over Financial [removed: Reporting](#idd77e622791e409386a5881552bd53ca_205)] [added: Reporting](#ie465f29b4bf94803bdb45ae50fcba90f_235)] | | | [removed: [100](#idd77e622791e409386a5881552bd53ca_205)] [added: [98](#ie465f29b4bf94803bdb45ae50fcba90f_235)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#idd77e622791e409386a5881552bd53ca_208)] [added: Reporting](#ie465f29b4bf94803bdb45ae50fcba90f_238)] | | | [removed: [101](#idd77e622791e409386a5881552bd53ca_208)] [added: [99](#ie465f29b4bf94803bdb45ae50fcba90f_238)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#idd77e622791e409386a5881552bd53ca_211)] [added: Firm](#ie465f29b4bf94803bdb45ae50fcba90f_241)] (PCAOB ID: 42) | | | [removed: [102](#idd77e622791e409386a5881552bd53ca_211)] [added: [100](#ie465f29b4bf94803bdb45ae50fcba90f_241)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#idd77e622791e409386a5881552bd53ca_223)] [added: Income](#ie465f29b4bf94803bdb45ae50fcba90f_253)] | | | [removed: [107](#idd77e622791e409386a5881552bd53ca_223)] [added: [104](#ie465f29b4bf94803bdb45ae50fcba90f_253)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#idd77e622791e409386a5881552bd53ca_226)] [added: Equity](#ie465f29b4bf94803bdb45ae50fcba90f_256)] | | | [removed: [108](#idd77e622791e409386a5881552bd53ca_226)] [added: [105](#ie465f29b4bf94803bdb45ae50fcba90f_256)] | | |

| [Consolidated Statements of Cash [removed: Flows](#idd77e622791e409386a5881552bd53ca_229)] [added: Flows](#ie465f29b4bf94803bdb45ae50fcba90f_259)] | | | [removed: [109](#idd77e622791e409386a5881552bd53ca_229)] [added: [106](#ie465f29b4bf94803bdb45ae50fcba90f_259)] | | |

| [Note 1. Summary of Significant Accounting [removed: Policies](#idd77e622791e409386a5881552bd53ca_235)] [added: Policies](#ie465f29b4bf94803bdb45ae50fcba90f_265)] | | | [removed: [110](#idd77e622791e409386a5881552bd53ca_235)] [added: [107](#ie465f29b4bf94803bdb45ae50fcba90f_265)] | | |

| [Note 2. Earnings Per Common [removed: Share](#idd77e622791e409386a5881552bd53ca_238)] [added: Share](#ie465f29b4bf94803bdb45ae50fcba90f_268)] | | | [removed: [122](#idd77e622791e409386a5881552bd53ca_238)] [added: [118](#ie465f29b4bf94803bdb45ae50fcba90f_268)] | | |

[removed: | [Note 3. Restrictions] [added: Restrictions] on Cash, [removed: Dividends] [added: Dividends,] and Lending [removed: Activities](#idd77e622791e409386a5881552bd53ca_241) | | | [122](#idd77e622791e409386a5881552bd53ca_241) | | |][added: Activities]

| [removed: [Note 6.] [added: [Note](#ie465f29b4bf94803bdb45ae50fcba90f_283) [5](#ie465f29b4bf94803bdb45ae50fcba90f_283)[.] Fair Value [removed: Measurements](#idd77e622791e409386a5881552bd53ca_250)] [added: Measurements](#ie465f29b4bf94803bdb45ae50fcba90f_283)] | | | [removed: [133](#idd77e622791e409386a5881552bd53ca_250)] [added: [131](#ie465f29b4bf94803bdb45ae50fcba90f_283)] | | |

| [removed: [Note 8.] [added: [Note](#ie465f29b4bf94803bdb45ae50fcba90f_289) [7](#ie465f29b4bf94803bdb45ae50fcba90f_289)[.] Derivatives and Hedging [removed: Activities](#idd77e622791e409386a5881552bd53ca_256)] [added: Activities](#ie465f29b4bf94803bdb45ae50fcba90f_289)] | | | [removed: [144](#idd77e622791e409386a5881552bd53ca_256)] [added: [139](#ie465f29b4bf94803bdb45ae50fcba90f_289)] | | |

| [removed: [Note 9.] [added: [Note](#ie465f29b4bf94803bdb45ae50fcba90f_292) [8](#ie465f29b4bf94803bdb45ae50fcba90f_292)[.] Mortgage Servicing [removed: Assets](#idd77e622791e409386a5881552bd53ca_259)] [added: Assets](#ie465f29b4bf94803bdb45ae50fcba90f_292)] | | | [removed: [150](#idd77e622791e409386a5881552bd53ca_259)] [added: [144](#ie465f29b4bf94803bdb45ae50fcba90f_292)] | | |

| [Note [removed: 12.] [added: 1](#ie465f29b4bf94803bdb45ae50fcba90f_301)[1](#ie465f29b4bf94803bdb45ae50fcba90f_301)[.] Goodwill and Other Intangible [removed: Assets](#idd77e622791e409386a5881552bd53ca_268)] [added: Assets](#ie465f29b4bf94803bdb45ae50fcba90f_301)] | | | [removed: [155](#idd77e622791e409386a5881552bd53ca_268)] [added: [150](#ie465f29b4bf94803bdb45ae50fcba90f_301)] | | |

| [removed: [Note 22.] [added: [Note](#ie465f29b4bf94803bdb45ae50fcba90f_334) [19](#ie465f29b4bf94803bdb45ae50fcba90f_334)[.] Commitments, Contingent Liabilities, and [removed: Guarantees](#idd77e622791e409386a5881552bd53ca_298)] [added: Guarantees](#ie465f29b4bf94803bdb45ae50fcba90f_334)] | | | [removed: [172](#idd77e622791e409386a5881552bd53ca_298)] [added: [165](#ie465f29b4bf94803bdb45ae50fcba90f_334)] | | |

| [Note [removed: 23.] [added: 2](#ie465f29b4bf94803bdb45ae50fcba90f_337)[0](#ie465f29b4bf94803bdb45ae50fcba90f_337)[.] Accumulated Other Comprehensive [removed: Income](#idd77e622791e409386a5881552bd53ca_301)] [added: Income](#ie465f29b4bf94803bdb45ae50fcba90f_337)] | | | [removed: [174](#idd77e622791e409386a5881552bd53ca_301)] [added: [168](#ie465f29b4bf94803bdb45ae50fcba90f_337)] | | |

| [Note [removed: 26.] [added: 2](#ie465f29b4bf94803bdb45ae50fcba90f_349)[4](#ie465f29b4bf94803bdb45ae50fcba90f_349)[.] Condensed Financial Information of the Parent [removed: Company](#idd77e622791e409386a5881552bd53ca_313)] [added: Company](#ie465f29b4bf94803bdb45ae50fcba90f_349)] | | | [removed: [180](#idd77e622791e409386a5881552bd53ca_313)] [added: [173](#ie465f29b4bf94803bdb45ae50fcba90f_349)] | | |

| [Note [removed: 27.] [added: 2](#ie465f29b4bf94803bdb45ae50fcba90f_352)[5](#ie465f29b4bf94803bdb45ae50fcba90f_352)[.] Revenue from Contracts with [removed: Customers](#idd77e622791e409386a5881552bd53ca_316)] [added: Customers](#ie465f29b4bf94803bdb45ae50fcba90f_352)] | | | [removed: [182](#idd77e622791e409386a5881552bd53ca_316)] [added: [175](#ie465f29b4bf94803bdb45ae50fcba90f_352)] | | |

During [removed: 2024,] [added: 2025,] the Audit Committee of the Board of Directors met regularly with Management, internal audit, and the independent registered public accounting firm, Ernst & Young LLP, to review the scope of their audits and to discuss the evaluation of internal accounting controls and financial reporting matters.

This committee’s purpose is to design and maintain disclosure controls and procedures to ensure that material information relating to the financial and operating condition of KeyCorp is properly reported to its Chief Executive Officer, Chief Financial Officer, [removed: General] [added: Chief] Auditor, and the Audit Committee of the Board of Directors in connection with the preparation and filing of periodic reports and the certification of those reports by the Chief Executive Officer and the Chief Financial Officer.

Management assessed, with participation of [removed: the] KeyCorp’s Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control and procedures over financial reporting using criteria described in “Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on that assessment, we believe we maintained an effective system of internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

KeyCorp's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their accompanying report dated February [removed: 21, 2025.][added: 23, 2026.]

[removed: ] [added: ] ][added: signature.jpg](https://www.sec.gov/Archives/edgar/data/91576/000162828026010546/key-20251231_g20.jpg)]

We have audited KeyCorp’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, KeyCorp maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of KeyCorp as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 21, 2025] [added: 23, 2026] expressed an unqualified opinion thereon.

[removed: Those standards require that we plan] and perform the audit to obtain reasonable assurance about whether effective internal control over financial [removed: reporting was maintained in all material respects.]

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a [removed: material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.]

| [removed: ] [added: ] | | |

We have audited the accompanying consolidated balance sheets of KeyCorp as of December 31, [removed: 2024 and 2023,] [added: 2025] and [added: 2024,] the related consolidated statements of income, comprehensive income, changes in [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of KeyCorp at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and [added: the] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), KeyCorp’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 21, 2025] [added: 23, 2026] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which [removed: they relate.][added: it relates.]

| | | | | | | Allowance for Loan and Lease [removed: Losses] [added: Losses (ALLL)] | | |

| *Description of the Matter* | | | | | | KeyCorp’s loan and lease portfolio totaled [removed: $104.3] [added: $106.5] billion as of December 31, [removed: 2024] [added: 2025] and the associated ALLL was $1.4 billion. As discussed in Note 1 and [removed: 5] [added: 4] of the financial statements, the ALLL represents management’s current estimate of lifetime credit losses inherent in the loan portfolio at the balance sheet date. Management estimates the ALLL using relevant available information, from internal and external sources, relating to past events, current [added: portfolio specific and] economic conditions, [removed: idiosyncratic risk factors] and reasonable and supportable forecasts. The ALLL is the sum of (i) asset specific / individual loan reserves; (ii) quantitative (formulaic or pooled) reserves; and (iii) qualitative (judgmental) reserves. Management estimates the quantitative reserves using probability of default / loss given default / exposure at default models (“loss forecasting models”), as well as other estimation methods for smaller loan portfolios. The ALLL also considers qualitative factors related to idiosyncratic risk factors, changes in current economic conditions that may not be reflected in quantitatively derived results, and other relevant factors to reflect management’s best estimate of current expected credit losses. Auditing management’s ALLL was complex due to the loss forecasting models used to compute the quantitative reserve and involves a high degree of subjectivity and judgment in evaluating management’s determination of the [removed: economic forecast and] qualitative factor adjustments to the ALLL described above. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over KeyCorp’s ALLL process, including controls over the appropriateness of the ALLL methodology, operation and monitoring of loss forecasting models, the reliability and accuracy of data used in developing the ALLL estimate, and management’s review and approval process over the economic forecast, qualitative adjustments and overall ALLL results. With the assistance of EY specialists, we tested management’s loss forecasting [removed: models] [added: models,] including evaluating the conceptual soundness of model methodology, assessing model performance and governance, testing key modeling assumptions and independently recalculating model output. We also verified the underlying economic forecast data used to estimate the quantitative reserve was complete and accurate. To test the qualitative factor adjustments, among other procedures, we assessed management’s methodology and considered whether relevant risks were reflected in the models and whether adjustments to the model output were appropriate. We tested the completeness, accuracy and relevance of the underlying data used to estimate the qualitative adjustments. We evaluated whether qualitative adjustments were reasonable based on changes in economic conditions, the loan portfolio, and management’s policies and procedures. For example, we evaluated the reasonableness of qualitative adjustments (or lack thereof) for concentrations of credit by independently comparing to loan portfolio information. We also assessed whether qualitative adjustments were consistent with publicly available information (e.g., macroeconomic data). Further, we performed an independent search for the existence of new or contrary information relating to risks impacting the qualitative factor adjustments to validate that management’s considerations are appropriate. Additionally, we evaluated whether the overall ALLL, inclusive of qualitative factor adjustments, [removed: reasonably] [added: appropriately] reflects losses expected in the loan and lease portfolio by comparing to peer bank data and KeyCorp’s actual historical loss data. | | |

| [removed: ] [added: ] | | |

| We have served as KeyCorp’s auditor since 1994. Cleveland, Ohio February [removed: 21, 2025] [added: 23, 2026] | | |

| [Consolidated Balance Sheets](#ie465f29b4bf94803bdb45ae50fcba90f_247) | | | [102](#ie465f29b4bf94803bdb45ae50fcba90f_247) | | |

| [Consolidated Statements of Income](#ie465f29b4bf94803bdb45ae50fcba90f_250) | | | [103](#ie465f29b4bf94803bdb45ae50fcba90f_250) | | |

| [Notes to Consolidated Financial Statements](#ie465f29b4bf94803bdb45ae50fcba90f_262) | | | [107](#ie465f29b4bf94803bdb45ae50fcba90f_265) | | |

| [Note](#ie465f29b4bf94803bdb45ae50fcba90f_274) [3](#ie465f29b4bf94803bdb45ae50fcba90f_274)[. Loan Portfolio](#ie465f29b4bf94803bdb45ae50fcba90f_274) | | | [119](#ie465f29b4bf94803bdb45ae50fcba90f_274) | | |

| [Note](#ie465f29b4bf94803bdb45ae50fcba90f_277) [4](#ie465f29b4bf94803bdb45ae50fcba90f_277)[. Asset Quality](#ie465f29b4bf94803bdb45ae50fcba90f_277) | | | [119](#ie465f29b4bf94803bdb45ae50fcba90f_277) | | |

| [Note](#ie465f29b4bf94803bdb45ae50fcba90f_286) [6](#ie465f29b4bf94803bdb45ae50fcba90f_286)[. Securities](#ie465f29b4bf94803bdb45ae50fcba90f_286) | | | [137](#ie465f29b4bf94803bdb45ae50fcba90f_286) | | |

| [Note](#ie465f29b4bf94803bdb45ae50fcba90f_295) [9](#ie465f29b4bf94803bdb45ae50fcba90f_295)[. Leases](#ie465f29b4bf94803bdb45ae50fcba90f_295) | | | [147](#ie465f29b4bf94803bdb45ae50fcba90f_295) | | |

| [Note 1](#ie465f29b4bf94803bdb45ae50fcba90f_298)[0](#ie465f29b4bf94803bdb45ae50fcba90f_298)[. Premises and Equipment](#ie465f29b4bf94803bdb45ae50fcba90f_298) | | | [149](#ie465f29b4bf94803bdb45ae50fcba90f_298) | | |

| [Note 1](#ie465f29b4bf94803bdb45ae50fcba90f_304)[2](#ie465f29b4bf94803bdb45ae50fcba90f_304)[. Variable Interest Entities](#ie465f29b4bf94803bdb45ae50fcba90f_304) | | | [151](#ie465f29b4bf94803bdb45ae50fcba90f_304) | | |

| [Note 1](#ie465f29b4bf94803bdb45ae50fcba90f_307)[3](#ie465f29b4bf94803bdb45ae50fcba90f_307)[. Income Taxes](#ie465f29b4bf94803bdb45ae50fcba90f_307) | | | [153](#ie465f29b4bf94803bdb45ae50fcba90f_307) | | |

| [Note 1](#ie465f29b4bf94803bdb45ae50fcba90f_310)[4](#ie465f29b4bf94803bdb45ae50fcba90f_310)[. Discontinued Operations](#ie465f29b4bf94803bdb45ae50fcba90f_310) | | | [156](#ie465f29b4bf94803bdb45ae50fcba90f_310) | | |

| [Note 1](#ie465f29b4bf94803bdb45ae50fcba90f_316)[5](#ie465f29b4bf94803bdb45ae50fcba90f_316)[. Stock-Based Compensation](#ie465f29b4bf94803bdb45ae50fcba90f_316) | | | [156](#ie465f29b4bf94803bdb45ae50fcba90f_316) | | |

| [Note 1](#ie465f29b4bf94803bdb45ae50fcba90f_319)[6](#ie465f29b4bf94803bdb45ae50fcba90f_319)[. Employee Benefits](#ie465f29b4bf94803bdb45ae50fcba90f_319) | | | [159](#ie465f29b4bf94803bdb45ae50fcba90f_319) | | |

| [Note 1](#ie465f29b4bf94803bdb45ae50fcba90f_325)[7](#ie465f29b4bf94803bdb45ae50fcba90f_325)[.](#ie465f29b4bf94803bdb45ae50fcba90f_325) [Borrowings](#ie465f29b4bf94803bdb45ae50fcba90f_325) | | | [163](#ie465f29b4bf94803bdb45ae50fcba90f_325) | | |

| [Note 18. Time Deposits](#ie465f29b4bf94803bdb45ae50fcba90f_3220) | | | [165](#ie465f29b4bf94803bdb45ae50fcba90f_3220) | | |

| [Note 2](#ie465f29b4bf94803bdb45ae50fcba90f_340)[1](#ie465f29b4bf94803bdb45ae50fcba90f_340)[. Shareholders’ Equity](#ie465f29b4bf94803bdb45ae50fcba90f_340) | | | [169](#ie465f29b4bf94803bdb45ae50fcba90f_340) | | |

| [Note 22. Regulatory Matters](#ie465f29b4bf94803bdb45ae50fcba90f_3164) | | | [169](#ie465f29b4bf94803bdb45ae50fcba90f_3164) | | |

| [Note 2](#ie465f29b4bf94803bdb45ae50fcba90f_346)[3](#ie465f29b4bf94803bdb45ae50fcba90f_346)[. Business Segment Reporting](#ie465f29b4bf94803bdb45ae50fcba90f_346) | | | [171](#ie465f29b4bf94803bdb45ae50fcba90f_346) | | |

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

Those standards require that we plan

reporting was maintained in all material respects.

material weakness exists, testing and evaluating the design and operating effectiveness of internal control based

on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| Deposits: | | | | | | | | |

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| Net income (loss) | | | | | | | | | | | | | | | | | | 1,829 | | | | | | | | | | | | 1,829 | | |

| Open market Common Share repurchases | | | | | | (11,109) | | | | | | | | | — | | | | | | (200) | | | | | | | | | (200) | | |

| BALANCE AT DECEMBER 31, 2025 | | | 1,996 | | | 1,102,401 | | | $ | 2,500 | | $ | 1,257 | | $ | 6,035 | | $ | 15,359 | | $ | (2,810) | | $ | (1,960) | | | | | $ | 20,381 | |

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

(a) Refer to Note 13 Income Taxes for additional details on income taxes paid by jurisdiction.

See Notes to Consolidated Financial Statements.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

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.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| [Consolidated Balance Sheets](#idd77e622791e409386a5881552bd53ca_217) | | | [105](#idd77e622791e409386a5881552bd53ca_217) | | |

| [Consolidated Statements of Income](#idd77e622791e409386a5881552bd53ca_220) | | | [106](#idd77e622791e409386a5881552bd53ca_220) | | |

| [Notes to Consolidated Financial Statements](#idd77e622791e409386a5881552bd53ca_232) | | | [110](#idd77e622791e409386a5881552bd53ca_235) | | |

| [Note 4. Loan Portfolio](#idd77e622791e409386a5881552bd53ca_244) | | | [123](#idd77e622791e409386a5881552bd53ca_244) | | |

| [Note 5. Asset Quality](#idd77e622791e409386a5881552bd53ca_247) | | | [124](#idd77e622791e409386a5881552bd53ca_247) | | |

| [Note 7. Securities](#idd77e622791e409386a5881552bd53ca_253) | | | [142](#idd77e622791e409386a5881552bd53ca_253) | | |

| [Note 10. Leases](#idd77e622791e409386a5881552bd53ca_262) | | | [152](#idd77e622791e409386a5881552bd53ca_262) | | |

| [Note 11. Premises and Equipment](#idd77e622791e409386a5881552bd53ca_265) | | | [154](#idd77e622791e409386a5881552bd53ca_265) | | |

| [Note 13. Variable Interest Entities](#idd77e622791e409386a5881552bd53ca_271) | | | [156](#idd77e622791e409386a5881552bd53ca_271) | | |

| [Note 14. Income Taxes](#idd77e622791e409386a5881552bd53ca_274) | | | [158](#idd77e622791e409386a5881552bd53ca_274) | | |

| [Note 15. Discontinued Operations](#idd77e622791e409386a5881552bd53ca_277) | | | [160](#idd77e622791e409386a5881552bd53ca_277) | | |

| [Note 16. Securities Financing Activities](#idd77e622791e409386a5881552bd53ca_280) | | | [161](#idd77e622791e409386a5881552bd53ca_280) | | |

| [Note 17. Stock-Based Compensation](#idd77e622791e409386a5881552bd53ca_283) | | | [161](#idd77e622791e409386a5881552bd53ca_283) | | |

| [Note 18. Employee Benefits](#idd77e622791e409386a5881552bd53ca_286) | | | [164](#idd77e622791e409386a5881552bd53ca_286) | | |

| [Note 19. Short-Term Borrowings](#idd77e622791e409386a5881552bd53ca_289) | | | [169](#idd77e622791e409386a5881552bd53ca_289) | | |

| [Note 20. Long-Term Debt](#idd77e622791e409386a5881552bd53ca_292) | | | [170](#idd77e622791e409386a5881552bd53ca_292) | | |

| [Note 21. Trust Preferred Securities Issued by Unconsolidated Subsidiaries](#idd77e622791e409386a5881552bd53ca_295) | | | [171](#idd77e622791e409386a5881552bd53ca_295) | | |

| [Note 24. Shareholders’ Equity](#idd77e622791e409386a5881552bd53ca_304) | | | [175](#idd77e622791e409386a5881552bd53ca_304) | | |

| [Note 25. Business Segment Reporting](#idd77e622791e409386a5881552bd53ca_310) | | | [178](#idd77e622791e409386a5881552bd53ca_310) | | |

| February 21, 2025 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Goodwill Impairment Test of the Institutional Bank Reporting Unit | | |

| *Description of the Matter* | | | | | | KeyCorp has a goodwill balance of $2.8 billion as of December 31, 2024, of which $715 million is allocated to the Institutional Bank reporting unit. As discussed in Notes 1 and 12 of the financial statements, management performs an annual goodwill impairment test at the reporting unit level as of October 1, or more frequently as events occur or circumstances change that may indicate that it is more likely than not that the fair value of any reporting unit may be less than its carrying value. Effective in the first quarter of 2024, management realigned KeyCorp’s real estate capital business from the Commercial Bank reporting unit to the Institutional Bank reporting unit. The realignment was identified as a triggering event for purposes of performing an interim quantitative goodwill impairment test immediately before and immediately after the realignment. Management estimates the fair value of its reporting units by using a combination of income and market approaches. The income approach consists of discounted cash flow modeling that uses internal forecasts and various other inputs and assumptions. The market approach incorporates comparable public company multiples along with data related to recent merger and acquisition activity. Auditing management's interim quantitative goodwill impairment test, for the Institutional Bank reporting unit, immediately before the realignment, was complex and highly judgmental due to the significant estimation required to determine the fair value of the reporting unit as of the interim measurement date. In particular, the fair value estimate was sensitive to certain assumptions, which includes the internal forecast and discount rate utilized in the discounted cash flow method of the income approach. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over KeyCorp’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. To test management’s interim quantitative goodwill impairment test for the Institutional Bank reporting unit, we evaluated certain assumptions of the internal forecast utilized by management in the discounted cash flow method of the income approach with historical performance (e.g., trend analysis), current industry and economic trends, and changes in KeyCorp’s strategies. We evaluated the consistency of the internal forecast utilized in the income approach by comparing the internal forecast to other analyses used within the organization and inquiries performed of senior management regarding strategic plans for the reporting unit. We also performed sensitivity analyses related to significant assumptions to evaluate the change in the fair value of the reporting unit resulting from changes in the assumptions. With the assistance of EY specialists, we evaluated management’s fair value methodology, assessed the reasonableness of significant assumptions used in the discounted cash flow method of the income approach and reconciled management’s estimated fair value of KeyCorp to its market capitalization as of the interim measurement date. | | |

| December 31, | | | | | | | | |

| Deposits in domestic offices: | | | | | | | | |

| BALANCE AT DECEMBER 31, 2021 | | | 1,396 | | | 928,850 | | | $ | 1,900 | | $ | 1,257 | | $ | 6,278 | | $ | 14,553 | | $ | (5,979) | | $ | (586) | | | | | $ | 17,423 | |

| Issuance of Series H Preferred Stock | | | 600 | | | | | | 600 | | | | | | (10) | | | | | | | | | | | | | | | 590 | | |

| Purchases of intangible assets via acquisitions | | | — | | | — | | | (12) | | |

| Cash received (used) in acquisitions, net of cash acquired | | | — | | | — | | | (58) | | |

| Issuance of preferred shares | | | — | | | — | | | 590 | | |

| CMBS risk retentions | | | — | | | — | | | 12 | | |

| ABS risk retentions | | | 5 | | | 7 | | | 8 | | |

Modifications granted to borrowers

net” within the statement of cash flows.

Leases with an initial term of less than one year are not recorded on the balance sheet.

A multi-year internal forecast is prepared

Additional information regarding securities financing activities is included in Note 16 (“Securities Financing Activities”).

Accounting Guidance Adopted in 2024

| Standard | | | Date of Adoption | | | Description | | | Effect on Financial Statements or Other Significant Matters | | |

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 quarter ended December 31, [removed: 2024,] [added: 2025,] that materially affected, or are reasonably likely to materially affect, KeyCorp’s internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting, the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, and the Report of Independent Registered Public Accounting Firm are included in Item 8 on pages [removed: [100](#idd77e622791e409386a5881552bd53ca_205), [101](#idd77e622791e409386a5881552bd53ca_208),] [added: [98](#ie465f29b4bf94803bdb45ae50fcba90f_235), [99](#ie465f29b4bf94803bdb45ae50fcba90f_238),] and [removed: [102](#idd77e622791e409386a5881552bd53ca_211),] [added: [100](#ie465f29b4bf94803bdb45ae50fcba90f_241),] respectively.

are defined in Item 408 of Regulation S-K of the Exchange Act) during the quarter ended December 31, [removed: 2024,][added: 2025,]

The other information required by this item will be set forth in the following sections of KeyCorp’s Definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders to be held on May [removed: 15, 2025] [added: 14, 2026] (the [removed: “2025] [added: “2026] Proxy Statement”), and these sections are incorporated herein by reference:

- [removed: “Insider] [added: “Ownership of KeyCorp Equity Securities — Insider] Trading Policies and Procedures”

- “Additional Information — Other Proposals and Director Nominations for the [removed: 2026] [added: 2027] Annual Meeting of Shareholders”

KeyCorp expects to file the [removed: 2025] [added: 2026] Proxy Statement with the SEC on or about March [removed: 28, 2025.][added: 27, 2026.]

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

The information required by this item will be set forth in the following sections of the [removed: 2025] [added: 2026] Proxy Statement and these sections are incorporated herein by reference:

The information required by this item will be set forth in the section captioned “Ownership of KeyCorp Equity Securities” contained in the [removed: 2025] [added: 2026] Proxy Statement, and is incorporated herein by reference.

The information required by this item will be set forth in the following sections of the [removed: 2025] [added: 2026] Proxy Statement and these sections are incorporated herein by reference:

The information required by this item will be set forth in the sections captioned “Audit Matters — Ernst & Young’s Fees” and “Audit Matters — Pre-Approval Policies and Procedures” contained in the [removed: 2025] [added: 2026] Proxy Statement, [removed: and is] [added: which sections are] incorporated herein by reference.

| [Report of Independent Registered Public Accounting Firm (PCAOB ID: [removed: 42)](#idd77e622791e409386a5881552bd53ca_211)] [added: 42)](#ie465f29b4bf94803bdb45ae50fcba90f_241)] | | | [removed: [102](#idd77e622791e409386a5881552bd53ca_211)] [added: [100](#ie465f29b4bf94803bdb45ae50fcba90f_241)] | | |

| [Consolidated Balance Sheets at December 31, [removed: 2024,] [added: 2025,] and [removed: 2023](#idd77e622791e409386a5881552bd53ca_217)] [added: 2024](#ie465f29b4bf94803bdb45ae50fcba90f_247)] | | | [removed: [105](#idd77e622791e409386a5881552bd53ca_217)] [added: [102](#ie465f29b4bf94803bdb45ae50fcba90f_247)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#idd77e622791e409386a5881552bd53ca_220)] [added: 2023](#ie465f29b4bf94803bdb45ae50fcba90f_250)] | | | [removed: [106](#idd77e622791e409386a5881552bd53ca_220)] [added: [103](#ie465f29b4bf94803bdb45ae50fcba90f_250)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#idd77e622791e409386a5881552bd53ca_223)] [added: 2023](#ie465f29b4bf94803bdb45ae50fcba90f_253)] | | | [removed: [107](#idd77e622791e409386a5881552bd53ca_223)] [added: [104](#ie465f29b4bf94803bdb45ae50fcba90f_253)] | | |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#idd77e622791e409386a5881552bd53ca_226)] [added: 2023](#ie465f29b4bf94803bdb45ae50fcba90f_256)] | | | [removed: [108](#idd77e622791e409386a5881552bd53ca_226)] [added: [105](#ie465f29b4bf94803bdb45ae50fcba90f_256)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#idd77e622791e409386a5881552bd53ca_229)] [added: 2023](#ie465f29b4bf94803bdb45ae50fcba90f_259)] | | | [removed: [109](#idd77e622791e409386a5881552bd53ca_229)] [added: [106](#ie465f29b4bf94803bdb45ae50fcba90f_259)] | | |

| 3.3 | | | | | | [Fourth Amended and Restated Regulations of KeyCorp, effective September 21, [removed: 2023](https://www.sec.gov/Archives/edgar/data/91576/000119312523240536/d505390dex31.htm).] [added: 2023](https://www.sec.gov/Archives/edgar/data/91576/000162828026010546/key-123125xexx33.htm).] | | |

| 4.1 | | | | | | [Description of KeyCorp’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx41.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/91576/000162828026010546/key-123125xexx41.htm)] | | |

| [removed: 10.1] [added: 10.23] | | | | | | [removed: [Form of Award of Non-Qualified Stock Options] [added: [Amendment to the Director Deferred Compensation Plan] (effective [removed: June 12, 2009),] [added: December 31, 2004),] filed as Exhibit [removed: 10.1] [added: 10.20] to Form 10-K for the year ended December 31, [removed: 2014.*](https://www.sec.gov/Archives/edgar/data/91576/000119312515072950/d831862dex101.htm)] [added: 2014.*](https://www.sec.gov/Archives/edgar/data/91576/000119312515072950/d831862dex1020.htm)] | | |

| 10.2 | | | | | | [Form of Cash-settling Performance Shares Award Agreement [removed: (2022-2024),] [added: (2024-2026),] filed as Exhibit [removed: 10.8] [added: 10.6] to Form 10-K for the year ended December 31, [removed: 2021.*](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx108.htm)] [added: 2023. *](https://www.sec.gov/Archives/edgar/data/91576/000009157624000040/key-123123xexx106.htm)] | | |

| [removed: 10.3] [added: 10.1] | | | | | | [Form [removed: of Stock-settling Performance] [added: of](https://www.sec.gov/Archives/edgar/data/91576/000009157623000026/key-123122xexx107.htm) [Cash-settling](https://www.sec.gov/Archives/edgar/data/91576/000009157623000026/key-123122xexx107.htm) [Performance] Shares Award Agreement (2023-2025), filed as Exhibit 10.7 to Form 10-K for the year ended December 31, 2022.*](https://www.sec.gov/Archives/edgar/data/91576/000009157623000026/key-123122xexx107.htm). | | |

| 10.4 | | | | | | [Form of Cash-settling Performance Shares Award Agreement [removed: (2024-2026),] [added: (2025-2027),] filed as Exhibit 10.6 to Form 10-K for the year ended December 31, [removed: 2023. *](https://www.sec.gov/Archives/edgar/data/91576/000009157624000040/key-123123xexx106.htm)] [added: 2024.*](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx106.htm)] | | |

| [removed: 10.5] [added: 10.3] | | | | | | [Form of Stock-settling Performance Shares Award Agreement (2025-2026), filed as Exhibit 10.1 to form 8-K on December 31,2024. *](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000091576/000119312524287188/d903905d8k.htm) | | |

| [removed: 10.6] [added: 10.5] | | | | | | [Form of Cash-settling Performance Shares Award Agreement [removed: (2025-2027).](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx106.htm)] [added: (2026-2028).](https://www.sec.gov/Archives/edgar/data/91576/000162828026010546/key-123125xexx105.htm)] | | |

| [removed: 10.7] [added: 10.6] | | | | | | [Form of Stock Option Award Agreement under KeyCorp 2013 Equity Compensation Plan, filed as Exhibit 10.7 to Form 10-K for the year ended December 31, 2016.*](https://www.sec.gov/Archives/edgar/data/91576/000009157617000013/key-123116exx107.htm) | | |

| [removed: 10.8] [added: 10.7] | | | | | | [Form of Stock Option Award Agreement under KeyCorp 2013 Equity Compensation Plan, effective 2019, filed as Exhibit 10.8 to Form 10-K for the year ended December 31, 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx108.htm) | | |

| [removed: 10.9] [added: 10.8] | | | | | | [Form of Stock Option Award Agreement under KeyCorp 2019 Equity Compensation Plan, effective 2020, filed as Exhibit 10.12 to Form 10-K for the year ended December 31, 2020.*](https://www.sec.gov/Archives/edgar/data/0000091576/000009157621000044/key-123120xexx1012.htm). | | |

| 10.12 | | | | | | [Form of Restricted Stock Unit Award Agreement under KeyCorp Amended and Restated 2019 Equity Compensation [removed: Plan.](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx1012.htm)] [added: Plan, filed as Exhibit 10.12 to Form 10-K for the year ended December 31, 2024.*](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx1012.htm)] | | |

| 10.13 | | | | | | [Form of Restricted Stock Unit Award Agreement (New Hire/Retention) under KeyCorp Amended and Restated 2019 Equity Compensation [removed: Plan.](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx1013.htm)] [added: Plan, filed as Exhibit 10.13 to Form 10-K for the year ended December 31, 2024.*](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx1013.htm)] | | |

| [removed: 10.14] [added: 10.15] | | | | | | [Form of Change of Control Agreement (Tier I) between KeyCorp and Certain Executive Officers of KeyCorp, dated as of March 8, 2012, filed as Exhibit 10.8 to Form 10-K for the year ended December 31, 2017.*](https://www.sec.gov/Archives/edgar/data/91576/000009157618000011/key-123117x10kex108.htm) | | |

| [removed: 10.15] [added: 10.16] | | | | | | [Form of Change of Control Agreement (Tier II Executives) between KeyCorp and Certain Executive Officers of KeyCorp, dated as of April 15, 2012, filed as Exhibit 10.9 to Form 10-K for the year ended December 31, 2017.*](https://www.sec.gov/Archives/edgar/data/91576/000009157618000011/key-123117x10kexx109.htm) | | |

| [removed: 10.16] [added: 10.17] | | | | | | [KeyCorp Executive Annual Performance Plan (effective March 13, 2019), filed as Exhibit 10.1 to Form 8-K on March 15, 2019.*](https://www.sec.gov/Archives/edgar/data/91576/000119312519076702/d722297dex101.htm) | | |

| [removed: 10.17] [added: 10.18] | | | | | | [KeyCorp Long-Term Incentive Deferral Plan, filed as Exhibit 10.14 to Form 10-K for the year ended December 31, 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1014.htm) | | |

| [removed: 10.18] [added: 10.19] | | | | | | [KeyCorp 2013 Equity Compensation Plan (effective March 14, 2013), filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1017.htm)* | | |

| [removed: 10.19] [added: 10.20] | | | | | | [KeyCorp 2019 Equity Compensation Plan (effective January 10, 2019), filed as Exhibit 10.1 to Form 8-K on May 24, 2019.*](https://www.sec.gov/Archives/edgar/data/91576/000119312519157021/d736948dex101.htm) | | |

| [removed: 10.20] [added: 10.21] | | | | | | [KeyCorp Amended and Restated 2019 Equity Compensation Plan, filed as Exhibit 99.1 to KeyCorp's Registration Statement on Form S-8 on May 11, 2023, File No. 333-271833.*](https://www.sec.gov/Archives/edgar/data/91576/000119312523141902/d671215dex991.htm) | | |

| [removed: 10.21] [added: 10.22] | | | | | | [Director Deferred Compensation Plan (May 18, 2000 Amendment and Restatement), filed as Exhibit 10.18 to Form 10-K for the year ended December 31, 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1018.htm) | | |

| [removed: 10.22] [added: 10.36] | | | | | | [removed: [Amendment to the Director] [added: [KeyCorp] Deferred [removed: Compensation] [added: Savings] Plan (effective [removed: December 31, 2004),] [added: January 1, 2015),] filed as Exhibit [removed: 10.20] [added: 10.31] to Form 10-K for the year ended December 31, [removed: 2014.*](https://www.sec.gov/Archives/edgar/data/91576/000119312515072950/d831862dex1020.htm)] [added: 2014.*](https://www.sec.gov/Archives/edgar/data/91576/000119312515072950/d831862dex1031.htm)] | | |

| [removed: 10.23] [added: 10.24] | | | | | | [KeyCorp Amended and Restated Second Director Deferred Compensation Plan (effective September 18, 2013), filed as Exhibit 10.20 to Form 10-K for the year ended December 31, 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1020.htm) | | |

| [removed: 10.24] [added: 10.25] | | | | | | [KeyCorp Directors’ Deferred Share Sub-Plan (effective September 18, 2013), filed as Exhibit 10.21 to Form 10-K for the year ended December 31, 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1021.htm) | | |

| [removed: 10.25] [added: 10.26] | | | | | | [KeyCorp Amended and Restated Directors’ Deferred Share Sub-Plan (effective May 23, 2019), filed as Exhibit 10.27 to Form 10-K for the year ended December 31, 2019.*](https://www.sec.gov/Archives/edgar/data/91576/000009157620000007/key-123119xexx1027.htm) | | |

| [removed: 10.26] [added: 10.27] | | | | | | [KeyCorp Amended and Restated Directors’ Deferred Share Sub-Plan (effective September 16, 2020), filed as Exhibit 10 to Form 10-Q for the quarter ended September 30, 2020.*](https://www.sec.gov/Archives/edgar/data/91576/000009157620000053/key-93020xexx10.htm) | | |

| [removed: 10.27] [added: 10.28] | | | | | | [KeyCorp Excess Cash Balance Pension Plan (effective January 1, 1998), filed as Exhibit 10.22 to Form 10-K for the year ended December 31, 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1022.htm) | | |

| [removed: 10.28] [added: 10.29] | | | | | | [First Amendment to the KeyCorp Excess Cash Balance Pension Plan (effective July 1, 1999), filed as Exhibit 10.23 to Form 10-K for the year ended December 31, 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1023.htm) | | |

| [removed: 10.29] [added: 10.30] | | | | | | [Second Amendment to the KeyCorp Excess Cash Balance Pension Plan (effective January 1, 2003), filed as Exhibit 10.24 to Form 10-K for the year ended December 31, 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1024.htm) | | |

| [removed: 10.30] [added: 10.31] | | | | | | [Restated Amendment to KeyCorp Excess Cash Balance Pension Plan (effective December 31, 2004), filed as Exhibit 10.26 to Form 10-K for the year ended December 31, 2014.*](https://www.sec.gov/Archives/edgar/data/91576/000119312515072950/d831862dex1026.htm) | | |

| [removed: 10.31] [added: 10.32] | | | | | | [Disability Amendment to KeyCorp Excess Cash Balance Pension Plan (effective December 31, 2007), filed as Exhibit 10.21 to Form 10-K for the year ended December 31, 2017.*](https://www.sec.gov/Archives/edgar/data/91576/000009157618000011/key-123117x10kexx1021.htm) | | |

| [removed: 10.32] [added: 10.33] | | | | | | [KeyCorp Second Excess Cash Balance Pension Plan (effective February 8, 2010), filed as Exhibit 10.28 to Form 10-K for the year ended December 31, 2014.*](https://www.sec.gov/Archives/edgar/data/91576/000119312515072950/d831862dex1028.htm) | | |

| [removed: 10.33] [added: 10.34] | | | | | | [Amendment to the KeyCorp Second Excess Cash Balance Pension Plan (effective May 8, 2023), filed as Exhibit 10.35 to Form 10-K for the year ended December 31, 2023. *](https://www.sec.gov/Archives/edgar/data/91576/000009157624000040/key-123123xexx1035.htm) | | |

| [removed: 10.34] [added: 10.35] | | | | | | [Trust Agreement for certain amounts that may become payable to certain executives and directors of KeyCorp, dated April 1, 1997, and amended as of August 25, 2003, filed as Exhibit 10.28 to Form 10-K for the year ended December 31, 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1028.htm) | | |

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| [Consolidated Financial Statements](#ie465f29b4bf94803bdb45ae50fcba90f_244) | | | [102](#ie465f29b4bf94803bdb45ae50fcba90f_244) | | |

| [Notes to Consolidated Financial Statements](#ie465f29b4bf94803bdb45ae50fcba90f_262) | | | [107](#ie465f29b4bf94803bdb45ae50fcba90f_265) | | |

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| 10.9 | | | | | | [Form of Stock Option Award Agreement under the KeyCorp Amended and Restated 2019 Equity Compensation Plan, effective 2026.](https://www.sec.gov/Archives/edgar/data/91576/000162828026010546/key-123125xexx109.htm) | | |

| 10.14 | | | | | | [Form of Restricted Stock Unit Award Agreement under KeyCorp Amended and Restated 2019 Equity Compensation Plan, effective 2026.](https://www.sec.gov/Archives/edgar/data/91576/000162828026010546/key-123125xexx1014.htm) | | |

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

management contracts or compensatory plans or arrangements.

| [Consolidated Financial Statements](#idd77e622791e409386a5881552bd53ca_214) | | | [105](#idd77e622791e409386a5881552bd53ca_214) | | |

| [Notes to Consolidated Financial Statements](#idd77e622791e409386a5881552bd53ca_232) | | | [110](#idd77e622791e409386a5881552bd53ca_235) | | |

| 10.40 | | | | | | [Amended and Restated KeyCorp Second Deferred Savings Plan (effective May 8, 2023).](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx1040.htm) | | |

the SEC.

such portions with the brackets (“\[*\]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

None.

[Table of](#ie465f29b4bf94803bdb45ae50fcba90f_13) [contents](#ie465f29b4bf94803bdb45ae50fcba90f_13)

| February 23, 2026 | | |

| February 23, 2026 | | |

| | | | | | | | | |

| February 23, 2026 | | |

Not applicable.

| February 21, 2025 | | |

| *David K. Wilson | | | | | | Director | | |