Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2025

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

For the transition period from to

Commission File Number 001-11302

KeyCorp

Exact name of registrant as specified in its charter:


Ohio			34-6542451
State or other jurisdiction of incorporation or organization:			I.R.S. Employer Identification Number:


127 Public Square,			Cleveland,			Ohio			44114-1306
Address of principal executive offices:									Zip Code:

(216) 689-3000

Registrant’s telephone number, including area code:

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $1 par value	KEY	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate	KEY PrI	New York Stock Exchange
Perpetual Non-Cumulative Preferred Stock, Series E)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-	KEY PrJ	New York Stock Exchange
Cumulative Preferred Stock, Series F)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-	KEY PrK	New York Stock Exchange
Cumulative Preferred Stock, Series G)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-	KEY PrL	New York Stock Exchange
Cumulative Preferred Stock, Series H)

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

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

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


Large accelerated filer			☒			Accelerated filer			☐			Non-accelerated filer			☐
Smaller reporting company			☐			Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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


Common Shares with a par value of $1 each			1,092,919,589 shares
Title of class			Outstanding at October 31, 2025

KEYCORP

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION


		Page Number
Item 1.	Financial Statements	48

	Consolidated Balance Sheets	48

	Consolidated Statements of Income	49

	Consolidated Statements of Comprehensive Income	50

	Consolidated Statements of Changes in Equity	51

	Consolidated Statements of Cash Flows	52

	Notes to Consolidated Financial Statements (Unaudited)	53

	Note 1. Basis of Presentation and Accounting Policies	53
	Note 2. Earnings Per Common Share	53
	Note 3. Loan Portfolio	54
	Note 4. Asset Quality	54
	Note 5. Fair Value Measurements	67
	Note 6. Securities	72
	Note 7. Derivatives and Hedging Activities	74
	Note 8. Mortgage Servicing Assets	79
	Note 9. Leases	80
	Note 10. Goodwill	81
	Note 11. Variable Interest Entities	81
	Note 12. Income Taxes	83
	Note 13. Discontinued Operations	84

	Note 14. Employee Benefits	84
	Note 15. Trust Preferred Securities Issued by Unconsolidated Subsidiaries	84
	Note 16. Contingent Liabilities and Guarantees	85
	Note 17. Accumulated Other Comprehensive Income	87
	Note 18. Shareholders’ Equity	88
	Note 19. Business Segment Reporting	89
	Note 20. Revenue from Contracts with Customers	91


	Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	92


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


	Executive overview	7
	Business outlook	7
	Demographics	7
	Supervision and regulation	8
	Results of Operations	11
	Earnings overview	11
	Net interest income	11
	Provision for credit losses	15
	Noninterest income	15
	Noninterest expense	17
	Income taxes	19
	Business Segment Results	19
	Consumer Bank	19
	Commercial Bank	20
	Financial Condition	22
	Loans and loans held for sale	22
	Securities	27
	Deposits and other sources of funds	29
	Capital	30
	Risk Management	33
	Overview	33
	Market risk management	34
	Liquidity risk management	38
	Credit risk management	40
	Operational and compliance risk management	44
	GAAP to Non-GAAP Reconciliations	45
	Critical Accounting Policies and Estimates	46
	Accounting and Reporting Developments	47
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	93
Item 4.	Controls and Procedures	93


	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	93
Item 1A.	Risk Factors	93
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	93
Item 5.	Other Information	94
Item 6.	Exhibits	95
	Signature	96

PART I. FINANCIAL INFORMATION

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