Item 1. Financial Statements

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Item 1. Financial Statements

Consolidated Balance Sheets

Dollars in millions, except per share dataJune 30, 2026December 31, 2025
(Unaudited)
ASSETS
Cash and due from banks$1,711$1,287
Short-term investments12,41610,163
Trading account assets9361,061
Securities available for sale38,45939,596
Held-to-maturity securities (fair value: $9,124 and $8,313)9,5158,622
Other investments1,230949
Loans, net of unearned income of $269 and $303110,430106,541
Less: Allowance for loan and lease losses(1,445)(1,427)
Net loans108,985105,114
Loans held for sale (a)1,1981,077
Premises and equipment620628
Goodwill2,7522,752
Other intangible assets38
Corporate-owned life insurance4,4564,432
Accrued income and other assets8,8488,481
Discontinued assets188211
Total assets$191,317$184,381
LIABILITIES
Deposits in domestic offices:
Interest-bearing deposits$122,196$121,100
Noninterest-bearing deposits30,89327,613
Total deposits153,089148,713
Federal funds purchased and securities sold under repurchase agreements513
Bank notes and other short-term borrowings3,6801,071
Accrued expense and other liabilities3,7784,286
Long-term debt10,9679,917
Total liabilities171,519164,000
EQUITY
Preferred stock2,5002,500
Common Shares, $1 par value; authorized 2,100,000,000 shares; issued 1,256,702,081 shares1,2571,257
Capital surplus6,0146,035
Retained earnings15,87315,359
Treasury stock, at cost (184,667,530 and 154,301,387 shares)(3,492)(2,810)
Accumulated other comprehensive income (loss)(2,354)(1,960)
Total equity19,79820,381
Total liabilities and equity$191,317$184,381

(a)Total loans held for sale include real estate — residential mortgage loans held for sale at fair value of $204 million at June 30, 2026, and $149 million at December 31, 2025.

See Notes to Consolidated Financial Statements (Unaudited).

Consolidated Statements of Income

Dollars in millions, except per share amountsThree months ended June 30,Six months ended June 30,
(Unaudited)2026202520262025
INTEREST INCOME
Loans$1,463$1,443$2,879$2,844
Loans held for sale15112925
Securities available for sale367411737803
Held-to-maturity securities9561181124
Trading account assets10162133
Short-term investments101157204331
Other investments881317
Total interest income2,0592,1074,0644,177
INTEREST EXPENSE
Deposits6007301,1981,483
Federal funds purchased and securities sold under repurchase agreements194335
Bank notes and other short-term borrowings35345561
Long-term debt155198306391
Total interest expense8099661,5921,940
NET INTEREST INCOME1,2501,1412,4722,237
Provision for credit losses92138198256
Net interest income after provision for credit losses1,1581,0032,2741,981
NONINTEREST INCOME
Trust and investment services income159146316285
Investment banking and debt placement fees169178366353
Cards and payments income9485180167
Service charges on deposit accounts7773154142
Corporate services income8076151141
Commercial mortgage servicing fees4970111146
Corporate-owned life insurance income33326765
Consumer mortgage income17153028
Operating lease income and other leasing gains10141823
Other income151338
Net securities gains (losses)3—3—
Total noninterest income7066901,4291,358
NONINTEREST EXPENSE
Personnel7867051,5291,385
Net occupancy6869136136
Computer processing108107219214
Business services and professional fees46488288
Equipment22214141
Operating lease expense7101421
Marketing22244045
Other expense158170337355
Total noninterest expense1,2171,1542,3982,285
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES6475391,3051,054
Income taxes139116275225
INCOME (LOSS) FROM CONTINUING OPERATIONS5084231,030829
Income (loss) from discontinued operations1211
NET INCOME (LOSS)$509$425$1,031$830
Income (loss) from continuing operations attributable to Key common shareholders$472$387$958$757
Net income (loss) attributable to Key common shareholders473389959758
Per Common Share:
Income (loss) from continuing operations attributable to Key common shareholders$.44$.35$.89$.69
Income (loss) from discontinued operations, net of taxes————
Net income (loss) attributable to Key common shareholders (a).44.35.89.69
Per Common Share — assuming dilution:
Income (loss) from continuing operations attributable to Key common shareholders$.44$.35$.88$.69
Income (loss) from discontinued operations, net of taxes————
Net income (loss) attributable to Key common shareholders (a).44.35.88.69
Weighted-average Common Shares outstanding (000)1,071,2291,100,0331,077,9771,098,453
Effect of Common Share options and other stock awards8,7797,1779,4358,331
Weighted-average Common Shares and potential Common Shares outstanding (000) (b)1,080,0081,107,2101,087,4121,106,784

(a)EPS may not foot due to rounding.

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

See Notes to Consolidated Financial Statements (Unaudited).

Consolidated Statements of Comprehensive Income

Dollars in millionsThree months ended June 30,Six months ended June 30,
(Unaudited)2026202520262025
Net income (loss)$509$425$1,031$830
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities available for sale, net of income taxes of $17, $(48), $72, and $(184)(51)152(223)576
Net unrealized gains (losses) on derivative financial instruments, net of income taxes of $27, $(43), $56, and $(105)(83)133(174)326
Net pension and postretirement benefit costs, net of income taxes of $0, $0, $(1), and $(21)11367
Total other comprehensive income (loss), net of tax(133)286(394)969
Comprehensive income (loss) attributable to Key$376$711$637$1,799

See Notes to Consolidated Financial Statements (Unaudited).

Consolidated Statements of Changes in Equity

Key Shareholders’ Equity
Dollars in millions, except per share amounts (Unaudited)Preferred Shares Outstanding (000)Common Shares Outstanding (000)Preferred StockCommon SharesCapital SurplusRetained EarningsTreasury Stock, at CostAccumulated Other Comprehensive Income (Loss)Total Shareholders’ Equity
BALANCE AT DECEMBER 31, 20251,9961,102,401$2,500$1,257$6,035$15,359$(2,810)$(1,960)$20,381
Net income (loss)1,0311,031
Other comprehensive income (loss)(394)(394)
Deferred compensation(1)(1)
Cash dividends declared
Common Shares ($.410 per share)(445)(445)
Series D Preferred Stock ($25.00 per depositary share)(13)(13)
Series E Preferred Stock ($.766 per depositary share)(15)(15)
Series F Preferred Stock ($.706 per depositary share)(12)(12)
Series G Preferred Stock ($.703 per depositary share)(13)(13)
Series H Preferred Stock ($.775 per depositary share)(19)(19)
Common Share repurchases (a)(33,500)—(727)(727)
Excise tax on share repurchases——(6)(6)
Employee equity compensation program Common Share repurchases(2,170)—(47)(47)
Common Shares reissued (returned) for stock options and other employee benefit plans5,304(20)9878
BALANCE AT JUNE 30, 20261,9961,072,035$2,500$1,257$6,014$15,873$(3,492)$(2,354)$19,798
BALANCE AT MARCH 31, 20261,9961,087,293$2,500$1,257$5,981$15,622$(3,152)$(2,221)$19,987
Net income (loss)509509
Other comprehensive income (loss)(133)(133)
Deferred compensation11
Cash dividends declared
Common Shares ($.205 per share)(222)(222)
Series D Preferred Stock ($12.50 per depositary share)(7)(7)
Series E Preferred Stock ($.382813 per depositary share)(6)(6)
Series F Preferred Stock ($.353125 per depositary share)(6)(6)
Series G Preferred Stock ($.351563 per depositary share)(6)(6)
Series H Preferred Stock ($.387500 per depositary share)(11)(11)
Common Share repurchases (a)(15,531)—(341)(341)
Excise tax on share repurchases——(3)(3)
Employee equity compensation program Common Share repurchases(6)—(1)(1)
Common Shares reissued (returned) for stock options and other employee benefit plans27932537
BALANCE AT JUNE 30, 20261,9961,072,035$2,500$1,257$6,014$15,873$(3,492)$(2,354)$19,798

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

See Notes to Consolidated Financial Statements (Unaudited).

Key Shareholders’ Equity
Dollars in millions, except per share amounts (Unaudited)Preferred Shares Outstanding (000)Common Shares Outstanding (000)Preferred StockCommon SharesCapital SurplusRetained EarningsTreasury Stock, at CostAccumulated Other Comprehensive Income (Loss)Total Shareholders’ Equity
BALANCE AT DECEMBER 31, 20241,9961,106,786$2,500$1,257$6,038$14,584$(2,733)$(3,470)$18,176
Net income (loss)830830
Other comprehensive income (loss)969969
Deferred compensation(1)(1)
Common Shares ($.410 per share)(456)(456)
Series D Preferred Stock ($25.00 per depositary share)(13)(13)
Series E Preferred Stock ($.766 per depositary share)(15)(15)
Series F Preferred Stock ($.706 per depositary share)(12)(12)
Series G Preferred Stock ($.703 per depositary share)(13)(13)
Series H Preferred Stock ($.775 per depositary share)(19)(19)
Employee equity compensation program Common Share repurchases(1,961)—(35)(35)
Common Shares reissued (returned) for stock options and other employee benefit plans7,628(66)13973
BALANCE AT JUNE 30, 20251,9961,112,453$2,500$1,257$5,971$14,886$(2,629)$(2,501)$19,484
BALANCE AT MARCH 31, 20251,9961,111,986$2,500$1,257$5,946$14,724$(2,637)$(2,787)$19,003
Net income (loss)425425
Other comprehensive income (loss)286286
Common Shares ($.205 per share)(227)(227)
Series D Preferred Stock ($12.50 per depositary share)(6)(6)
Series E Preferred Stock ($.382813 per depositary share)(7)(7)
Series F Preferred Stock ($.353125 per depositary share)(6)(6)
Series G Preferred Stock ($.351563 per depositary share)(7)(7)
Series H Preferred Stock ($.387500 per depositary share)(10)(10)
Employee equity compensation program Common Share repurchases(3)———
Common Shares reissued (returned) for stock options and other employee benefit plans47025833
BALANCE AT JUNE 30, 20251,9961,112,453$2,500$1,257$5,971$14,886$(2,629)$(2,501)$19,484

See Notes to Consolidated Financial Statements (Unaudited).

Consolidated Statements of Cash Flows

Dollars in millionsSix months ended June 30,
(Unaudited)20262025
OPERATING ACTIVITIES
Net income (loss)$1,031$830
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for credit losses198256
Depreciation, amortization, and accretion, net(10)11
Increase in cash surrender value of corporate-owned life insurance(60)(59)
Stock-based compensation expense6463
Deferred income taxes (benefit)5116
Proceeds from sales of loans held for sale3,9873,767
Originations of loans held for sale, net of repayments(4,020)(3,506)
Net losses (gains) on sales of loans held for sale(66)(60)
Net losses (gains) on leased equipment(1)—
Net securities and other investments losses (gains)(3)—
Net losses (gains) on sales of fixed assets1—
Net change in:
Trading account assets125(91)
Accrued income and other assets(417)95
Accrued expense and other liabilities(529)(733)
Other operating activities, net(154)505
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES1971,094
INVESTING ACTIVITIES
Net decrease (increase) in short-term investments, excluding acquisitions(2,253)5,940
Purchases of securities available for sale(2,956)(5,419)
Proceeds from sales of securities available for sale650—
Proceeds from prepayments and maturities of securities available for sale3,2003,256
Proceeds from prepayments and maturities of held-to-maturity securities843484
Purchases of held-to-maturity securities(1,732)—
Net decrease (increase) in other investments(281)(16)
Net decrease (increase) in loans, excluding acquisitions, sales and transfers(4,178)(2,294)
Proceeds from sales of portfolio loans10866
Proceeds from corporate-owned life insurance3630
Purchases of premises, equipment, and software(38)(33)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES(6,601)2,017
FINANCING ACTIVITIES
Net increase (decrease) in deposits4,376(2,855)
Net increase (decrease) in short-term borrowings2,601630
Net proceeds from issuance of long-term debt2,1191,411
Payments on long-term debt(984)(1,714)
Common Share repurchases (a)(727)—
Employee equity compensation program Common Share repurchases(47)(35)
Net proceeds from reissuance of Common Shares73
Cash dividends paid(517)(528)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES6,828(3,088)
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS42423
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD1,2871,743
CASH AND DUE FROM BANKS AT END OF PERIOD$1,711$1,766
Additional disclosures relative to cash flows:
Interest paid$1,533$1,912
Income taxes paid (refunded)1014
Noncash items:
Reduction of secured borrowing and related collateral$1$1
Loans transferred to portfolio from held for sale1371
Loans transferred to held for sale from portfolio346
Loans transferred to OREO22

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

See Notes to Consolidated Financial Statements (Unaudited).

Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation and Accounting Policies

The consolidated financial statements include the accounts of KeyCorp and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements include any voting rights entities in which we have a controlling financial interest. In accordance with the applicable accounting guidance for consolidations, we consolidate a VIE if we have: (i) a variable interest in the entity; (ii) the power to direct activities of the VIE that most significantly affect the entity’s economic performance; and (iii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE (i.e., we are considered to be the primary beneficiary). Variable interests can include equity interests, subordinated debt, derivative contracts, leases, service agreements, guarantees, standby letters of credit, loan commitments, and other contracts, agreements, and financial instruments. See Note 10 (“Variable Interest Entities”) for information on our involvement with VIEs.

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

The unaudited consolidated interim financial statements reflect all adjustments of a normal recurring nature and disclosures that are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for the full year. The interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our 2025 Form 10-K.

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

2. Earnings Per Common Share

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

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

Three months ended June 30,Six months ended June 30,
Dollars in millions, except per share amounts2026202520262025
EARNINGS
Income (loss) from continuing operations$508$423$1,030$829
Less: Dividends on Preferred Stock36367272
Income (loss) from continuing operations attributable to Key common shareholders472387958757
Income (loss) from discontinued operations, net of taxes1211
Net income (loss) attributable to Key common shareholders$473$389$959$758
WEIGHTED-AVERAGE COMMON SHARES
Weighted-average Common Shares outstanding (000)1,071,2291,100,0331,077,9771,098,453
Effect of Common Share options and other stock awards8,7797,1779,4358,331
Weighted-average Common Shares and potential Common Shares outstanding (000)(a)1,080,0081,107,2101,087,4121,106,784
EARNINGS PER COMMON SHARE
Income (loss) from continuing operations attributable to Key common shareholders$.44$.35$.89$.69
Income (loss) from discontinued operations, net of taxes————
Net income (loss) attributable to Key common shareholders (b).44.35.89.69
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution$.44$.35$.88$.69
Income (loss) from discontinued operations, net of taxes — assuming dilution————
Net income (loss) attributable to Key common shareholders—assuming dilution(b).44.35.88.69

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

(b)EPS may not foot due to rounding.

3. Loan Portfolio

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

Dollars in millionsJune 30, 2026December 31, 2025
Commercial and industrial (b)$62,734$57,688
Commercial real estate:
Commercial mortgage13,94113,707
Construction2,8962,844
Total commercial real estate loans16,83716,551
Commercial lease financing1,9972,270
Total commercial loans81,56876,509
Real estate — residential mortgage18,17818,732
Home equity loans5,4085,703
Total residential loans23,58624,435
Other consumer loans4,3494,644
Credit cards927953
Total consumer loans28,86230,032
Total loans (c)$110,430$106,541

(a)Accrued interest of $453 million and $459 million at June 30, 2026, and December 31, 2025, respectively, presented in "Accrued income and other assets" on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

(b)Loan balances include $208 million and $205 million of commercial credit card balances at June 30, 2026, and December 31, 2025, respectively.

(c)Total loans exclude loans of $182 million at June 30, 2026, and $205 million at December 31, 2025, related to the discontinued operations of the education lending business. These amounts are included within “Discontinued assets” on the Consolidated Balance Sheet.

We have access to secured borrowings from the Federal Reserve and advances from the FHLB. As of June 30, 2026 and December 31, 2025, loans and leases totaling $70.6 billion and $71.0 billion, respectively, were pledged to the FRB and FHLB for access to these contingent funding sources.

4. Asset Quality

ALLL

We estimate the appropriate level of the ALLL on at least a quarterly basis. The methodology is described in Note 1 ("Summary of Significant Accounting Policies") under the heading "Allowance for Loan and Lease Losses" beginning on page 109 of our 2025 Form 10-K.

The ALLL at June 30, 2026, represents our current estimate of lifetime credit losses inherent in the loan portfolio at that date. The changes in the ALLL by loan category for the periods indicated are as follows:

Three months ended June 30, 2026:

Dollars in millionsMarch 31, 2026ProvisionCharge-offsRecoveriesJune 30, 2026
Commercial and Industrial$767$113$(84)$9$805
Commercial real estate:
Real estate — commercial mortgage2538(20)1242
Real estate — construction51(14)——37
Total commercial real estate loans304(6)(20)1279
Commercial lease financing26(2)(1)—23
Total commercial loans1,097105(105)101,107
Real estate — residential mortgage69(2)(1)167
Home equity loans51(3)——48
Other consumer loans1485(14)3142
Credit cards846(11)281
Total consumer loans3526(26)6338
Total ALLL — continuing operations1,449111(a)(131)161,445
Discontinued operations11(2)——9
Total ALLL — including discontinued operations$1,460$109$(131)$16$1,454

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

Three months ended June 30, 2025:

Dollars in millionsMarch 31, 2025ProvisionCharge-offsRecoveriesJune 30, 2025
Commercial and Industrial$669$84$(94)$19$678
Commercial real estate:
Real estate — commercial mortgage29727(6)1319
Real estate — construction57———57
Total commercial real estate loans35427(6)1376
Commercial lease financing34—(2)—32
Total commercial loans1,057111(102)201,086
Real estate — residential mortgage71(4)—168
Home equity loans75(7)—169
Other consumer loans1439(13)2141
Credit cards8310(12)182
Total consumer loans3728(25)5360
Total ALLL — continuing operations1,429119(a)(127)251,446
Discontinued operations13—(1)—12
Total ALLL — including discontinued operations$1,442$119$(128)$25$1,458

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

Six months ended June 30, 2026:

Dollars in millionsDecember 31, 2025ProvisionCharge-offsRecoveriesJune 30, 2026
Commercial and Industrial$745$215$(174)$19$805
Commercial real estate:
Real estate — commercial mortgage25210(21)1242
Real estate — construction55(18)——37
Total commercial real estate loans307(8)(21)1279
Commercial lease financing26(2)(1)—23
Total commercial loans1,078205(196)201,107
Real estate — residential mortgage66—(1)267
Home equity loans52(4)(1)148
Other consumer loans14917(29)5142
Credit cards8216(21)481
Total consumer loans34929(52)12338
Total ALLL — continuing operations1,427234(a)(248)321,445
Discontinued operations11(1)(1)—9
Total ALLL — including discontinued operations$1,438$233$(249)$32$1,454

(a)Excludes a credit related to reserves on lending-related commitments of $36 million.

Six months ended June 30, 2025:

Dollars in millionsDecember 31, 2024ProvisionCharge-offsRecoveriesJune 30, 2025
Commercial and Industrial$639$166$(156)$29$678
Commercial real estate:
Real estate — commercial mortgage32040(42)1319
Real estate — construction516——57
Total commercial real estate loans37146(42)1376
Commercial lease financing277(2)—32
Total commercial loans1,037219(200)301,086
Real estate — residential mortgage90(23)(1)268
Home equity loans70(2)(1)269
Other consumer loans13628(27)4141
Credit cards7627(24)382
Total consumer loans37230(53)11360
Total ALLL — continuing operations1,409249(a)(253)411,446
Discontinued operations13—(1)—12
Total ALLL — including discontinued operations$1,422$249$(254)$41$1,458

(a)Excludes a provision related to reserves on lending-related commitments of $7 million.

As described in Note 1 ("Summary of Significant Accounting Policies"), under the heading “Allowance for Loan and Lease Losses” beginning on page 109 of our 2025 Form 10-K, we estimate the ALLL using relevant available information, from internal and external sources, relating to past events, current economic and portfolio conditions, and reasonable and supportable forecasts. In our estimation of expected credit losses, we use a two-year reasonable and supportable period across all products. Following this two-year period in which supportable forecasts can be generated, for all modeled loan portfolios, we revert expected credit losses to a level that is consistent with our historical information by reverting the macroeconomic variables (model inputs) to their long run average. We revert to historical loss rates for less complex estimation methods for smaller portfolios. A 20-year fixed length look back period is used to calculate the long run average of the macroeconomic variables. A four-quarter reversion period is used where the macroeconomic variables linearly revert to their long run average following the two-year reasonable and supportable period.

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

SegmentPortfolioKey Macroeconomic Variables (a)
CommercialCommercial and industrialBBB corporate bond rate (spread), fixed investment, business bankruptcies, GDP, industrial production, unemployment rate, and Producer Price Index
Commercial real estateProperty & real estate price indices, unemployment rate, business bankruptcies, GDP, and SOFR
Commercial lease financingBBB corporate bond rate (spread), GDP, and unemployment rate
ConsumerReal estate — residential mortgageGDP, home price index, unemployment rate, 30 year mortgage rate and U.S. household income
Home equityHome price index, unemployment rate, and 30 year mortgage rate
Other consumerUnemployment rate, prime rate and U.S. household income
Credit cardsUnemployment rate and U.S. household income
Discontinued operationsUnemployment rate

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

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

Economic Outlook

We utilized the Moody’s May 2026 Consensus forecast as the baseline forecast to estimate our expected credit losses as of June 30, 2026. This baseline scenario reflects slow growth over the next two years, but no recession. U.S. GDP is expected to grow at an annual rate of 2.0% for 2026 and 2.0% in 2027. The expected National Unemployment Rate is forecasted to remain close to 4.5% through 2026. The U.S. Consumer Price Index will remain close to 3%, while interest rates are expected to remain higher for longer, with the Federal Funds rate flat over the next year.

Evolving market conditions may not be fully captured in the baseline forecast as of quarter-end. The geopolitical environment remains uncertain, especially its impact on inflation and the path of rates, and poses potential downside-risks to the economic outlook over the next two years. These economic uncertainties continue to be addressed through qualitative reserve adjustments, which leverage downside economic assumptions.

As a result of the current economic uncertainty, our future loss estimates may vary considerably from our June 30, 2026 assumptions.

Commercial Loan Portfolio

The ALLL from continuing operations for the commercial segment increased $10 million, or 0.9%, from March 31, 2026. The increasing reserve levels are reflective of loan growth and credit migration, particularly in the Commercial and Industrial portfolio segments. These reserve increases are partially offset by resilient economic forecasts and ongoing runoff in high-reserve segments of the portfolio.

Consumer Loan Portfolio

The ALLL from continuing operations for the consumer segment decreased by $14 million, or 4.0%,from March 31, 2026. The decreasing reserve levels are reflective of loan runoff impacts, paired with a stable economic outlook and continued strong credit performance.

Credit Risk Profile

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

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

Commercial Credit Exposure

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

As of June 30, 2026Term LoansRevolving Loans Amortized Cost BasisRevolving Loans Converted to Term Loans Amortized Cost Basis
Amortized Cost Basis by Origination Year and Internal Risk Rating
Dollars in millions20262025202420232022PriorTotal
Commercial and Industrial
Risk Rating:
Pass$5,938$9,900$5,330$1,971$4,180$5,473$26,095$262$59,149
Criticized (Accruing)172441782064277281,414133,227
Criticized (Nonaccruing)438185062213—358
Total commercial and industrial5,95910,1475,5162,1954,6576,26327,72227562,734
Annual gross write-offs—1181720127—174
Real estate — commercial mortgage
Risk Rating:
Pass1,2323,0287814741,5273,8901,6496912,650
Criticized (Accruing)193621193024321881,035
Criticized (Nonaccruing)——537127654—256
Total real estate — commercial mortgage1,2333,1218966001,9564,3871,6717713,941
Annual gross write-offs——6—105——21
Real estate — construction
Risk Rating:
Pass3578671248224162345—2,663
Criticized (Accruing)—14235—179—3233
Criticized (Nonaccruing)—————————
Total real estate — construction3580071451724124134532,896
Annual gross write-offs—————————
Commercial lease financing
Risk Rating:
Pass145246207255366713——1,932
Criticized (Accruing)142181717——59
Criticized (Nonaccruing)———411——6
Total commercial lease financing146250209277384731—1,997
Annual gross write-offs—————1——1
Total commercial loans$7,373$14,318$7,335$3,589$7,238$11,622$29,738$355$81,568
Total commercial loan annual gross write-offs$—$1$7$8$27$26$127$—$196
As of December 31, 2025Term LoansRevolving Loans Amortized Cost BasisRevolving Loans Converted to Term Loans Amortized Cost Basis
Amortized Cost Basis by Origination Year and Internal Risk Rating
Dollars in millions20252024202320222021PriorTotal
Commercial and Industrial
Risk Rating:
Pass$9,473$5,864$2,263$5,313$2,648$4,115$24,267$174$54,117
Criticized (Accruing)1392181714632594931,535373,315
Criticized (Nonaccruing)11418542133115—256
Total commercial and industrial9,6136,0962,4525,8302,9284,64125,91721157,688
Annual gross write-offs13272227828187—312
Real estate — commercial mortgage
Risk Rating:
Pass3,2468266511,9111,5192,9971,3662912,545
Criticized (Accruing)899603262372462091,005
Criticized (Nonaccruing)—163953193—157
Total real estate — commercial mortgage3,2549417142,3321,7873,2521,3893813,707
Annual gross write-offs191411829103—94
Real estate — construction
Risk Rating:
Pass4685657712621307229622,566
Criticized (Accruing)——209536127——278
Criticized (Nonaccruing)—————————
Total real estate — construction46856579135716619929622,844
Annual gross write-offs—————————
Commercial lease financing
Risk Rating:
Pass322228293433249609——2,134
Criticized (Accruing)5426551821——129
Criticized (Nonaccruing)——52————7
Total commercial lease financing327232324490267630——2,270
Annual gross write-offs——31—2——6
Total commercial loans$13,662$7,834$4,281$9,009$5,148$8,722$27,602$251$76,509
Total commercial loan annual gross write-offs$32$41$26$46$37$40$190$—$412

(a)Accrued interest of $338 million and $338 million as of June 30, 2026, and December 31, 2025, respectively, presented in “Accrued income and other assets” on the Consolidated Balance Sheets, was excluded from the amortized cost basis disclosed in these tables.

(b)Gross write-off information is presented on a year-to-date basis for the six months ended June 30, 2026 and the twelve months ended December 31, 2025.

Consumer Credit Exposure

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

As of June 30, 2026Term LoansRevolving Loans Amortized Cost BasisRevolving Loans Converted to Term Loans Amortized Cost Basis
Amortized Cost Basis by Origination Year and FICO Score
Dollars in millions20262025202420232022PriorTotal
Real estate — residential mortgage
FICO Score:
750 and above$228$315$165$539$5,028$9,506$—$—$15,781
660 to 749565534925671,187——1,991
Less than 660261326104240——391
No Score—221172—15
Total real estate — residential mortgage2863782146585,70010,9402—18,178
Annual gross write-offs—————1——1
Home equity loans
FICO Score:
750 and above164022191081,7141,7361533,808
660 to 749516121136375664491,168
Less than 660—2351514024119425
No Score—1———15—7
Total home equity loans215937351592,2302,6462215,408
Annual gross write-offs——————1—1
Other consumer loans
FICO Score:
750 and above8314459879061,47478—2,831
660 to 74950924059198353160—952
Less than 6605191020498750—240
No Score257599289—326
Total consumer direct loans1402601161711,1621,923577—4,349
Annual gross write-offs—3235106—29
Credit cards
FICO Score:
750 and above——————471—471
660 to 749——————351—351
Less than 660——————104—104
No Score——————1—1
Total credit cards——————927—927
Annual gross write-offs——————21—21
Total consumer loans$447$697$367$864$7,021$15,093$4,152$221$28,862
Total consumer loan annual gross write-offs$—$3$2$3$5$11$28$—$52
As of December 31, 2025Term LoansRevolving Loans Amortized Cost BasisRevolving Loans Converted to Term Loans Amortized Cost Basis
Amortized Cost Basis by Origination Year and FICO Score
Dollars in millions20252024202320222021PriorTotal
Real estate — residential mortgage
FICO Score:
750 and above$358$224$607$5,342$6,738$3,403$—$—$16,672
660 to 749693686504582420——1,697
Less than 660211238773149——345
No Score2221—92—18
Total real estate — residential mortgage4312737185,9347,3933,9812—18,732
Annual gross write-offs—————2——2
Home equity loans
FICO Score:
750 and above4326231176761,1641,7491793,977
660 to 74918131341149258718581,268
Less than 660235154410925321452
No Score—————15—6
Total home equity loans6342411738691,5322,7252585,703
Annual gross write-offs——————2—2
Other consumer loans
FICO Score:
750 and above175731049861,03259581—3,046
660 to 7491124874220218179172—1,023
Less than 66017122154524654—256
No Score128510136265—319
Total consumer direct loans3161412041,2701,315826572—4,644
Annual gross write-offs45799715—56
Credit cards
FICO Score:
750 and above——————479—479
660 to 749——————364—364
Less than 660——————108—108
No Score——————2—2
Total credit cards——————953—953
Annual gross write-offs——————45—45
Total consumer loans$810$456$963$7,377$9,577$6,339$4,252$258$30,032
Total consumer annual gross write-offs$4$5$7$9$9$9$62$—$105

(a)Accrued interest of $114 million and $121 million as of June 30, 2026, and December 31, 2025, respectively, presented in “Accrued income and other assets” on the Consolidated Balance Sheets, was excluded from the amortized cost basis disclosed in this table.

(b)Gross write-off information is presented on a year-to-date basis for the six months ended June 30, 2026 and the twelve months ended December 31, 2025.

Nonperforming and Past Due Loans

Our policies for determining past due loans, placing loans on nonaccrual, applying payments on nonaccrual loans, and resuming accrual of interest for our commercial and consumer loan portfolios are disclosed in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Nonperforming Loans” beginning on page 108 of our 2025 Form 10-K.

The following aging analysis of past due and current loans as of June 30, 2026, and December 31, 2025, provides further information regarding Key’s credit exposure.

Aging Analysis of Loan Portfolio(a)

As of June 30, 2026Current (b)(c)30-59 Days Past Due (b)60-89 Days Past Due (b)90 and Greater Days Past Due (b)Non-performing LoansTotal Past Due and Non-performing Loans (b)Total Loans (d)
Dollars in millions
LOAN TYPE
Commercial and industrial$62,303$24$13$36$358$431$62,734
Commercial real estate:
Commercial mortgage13,648722825629313,941
Construction2,895——1—12,896
Total commercial real estate loans16,543722925629416,837
Commercial lease financing1,990——1671,997
Total commercial loans$80,836$31$35$46$620$732$81,568
Real estate — residential mortgage$18,052$12$5$9$100$126$18,178
Home equity loans5,3021953791065,408
Other consumer loans4,304149184454,349
Credit cards904539623927
Total consumer loans$28,562$50$22$39$189$300$28,862
Total loans$109,398$81$57$85$809$1,032$110,430

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

(b)Accrued interest of $453 million presented in “Accrued income and other assets” on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

(c)Includes balances of $54 million in Commercial mortgage and $5 million in Real estate - residential mortgage associated with loans sold to GNMA that are 90 days or more past due where Key has the right but not the obligation to repurchase and whose payments are insured by the Federal Housing Administration or guaranteed by the United States Department of Veteran Affairs.

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

As of December 31, 2025Current (b)(c)30-59 Days Past Due (b)60-89 Days Past Due (b)90 and Greater Days Past Due (b)Non-performing LoansTotal Past Due and Non-performing Loans (b)Total Loans (d)
Dollars in millions
LOAN TYPE
Commercial and industrial$57,336$38$17$41$256$352$57,688
Commercial real estate:
Commercial mortgage13,45047203315725713,707
Construction2,843——1—12,844
Total commercial real estate loans16,29347203415725816,551
Commercial lease financing2,2603——7102,270
Total commercial loans$75,889$88$37$75$420$620$76,509
Real estate — residential mortgage$18,593$21$14$—$104$139$18,732
Home equity loans5,5931875801105,703
Other consumer loans4,606151094384,644
Credit cards9266410727953
Total consumer loans$29,718$60$35$24$195$314$30,032
Total loans$105,607$148$72$99$615$934$106,541

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

(b)Accrued interest of $459 million presented in “Accrued income and other assets” on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

(c)Includes balances of $66 million in Commercial mortgage and $6 million in Real estate - residential mortgage associated with loans sold to GNMA that are 90 days or more past due where Key has the right but not the obligation to repurchase and whose payments are insured by the Federal Housing Administration or guaranteed by the United States Department of Veteran Affairs.

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

At June 30, 2026, the carrying amount of our commercial nonperforming loans outstanding represented 74% of their original contractual amount owed, total nonperforming loans outstanding represented 78% of their original contractual amount owed, and nonperforming assets in total were carried at 79% of their original contractual amount owed.

Nonperforming loans reduced expected interest income by $13 million and $25 million for the three and six months ended June 30, 2026, respectively, and $13 million and $27 million for the three and six months ended June 30, 2025, respectively.

The amortized cost basis of nonperforming loans on nonaccrual status for which there is no related allowance for credit losses was $357 million at June 30, 2026 and $386 million at December 31, 2025.

Collateral-dependent Financial Assets

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

At June 30, 2026 and June 30, 2025, the recorded investment of consumer residential mortgage and home equity loans in the process of foreclosure was $70 million and $65 million, respectively.

There were no significant changes in the extent to which collateral secures our collateral-dependent financial assets during the three and six months ended June 30, 2026.

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

The ALLL for loans modified for borrowers experiencing financial difficulty is determined based on Key’s ALLL policy as described within Note 1 (“Summary of Significant Accounting Policies”) beginning on page 109 of our 2025 Form 10-K.

Modifications for Borrowers Experiencing Financial Difficulty

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

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

The following tables show the amortized cost basis at the end of the noted reporting periods of the loans modified to borrowers experiencing financial difficulty within the past 12 months of the noted periods. The tables do not include those modifications that only resulted in an insignificant payment delay. The tables do not include consumer loans that are still within a trial modification period. Trial modifications may be done for consumer borrowers where a trial payment plan period is offered in advance of a permanent loan modification. As of June 30, 2026, there were 132 loans totaling $20 million in a trial modification period. As of June 30, 2025, there were 91 loans totaling $12 million in a trial modification period.

Commitments outstanding to lend additional funds to borrowers experiencing financial difficulty whose loans were modified were $75 million and $98 million at June 30, 2026 and June 30, 2025, respectively.

As of June 30, 2026Interest Rate ReductionTerm ExtensionOtherCombination (a)Total
Dollars in millionsAmortized Cost BasisAmortized Cost BasisAmortized Cost BasisAmortized Cost BasisAmortized Cost Basis% of Total Loan Type
LOAN TYPE
Commercial and Industrial$2$294$32$60$3880.62%
Commercial real estate:
Commercial mortgage—991921200.86
Total commercial real estate loans—991921200.71
Total commercial loans$2$393$51$62$5080.62%
Real estate — residential mortgage$3$1$—$6$100.06%
Home equity loans411390.17
Other consumer loans—1—230.07
Credit cards———220.22
Total consumer loans$7$3$1$13$240.08%
Total loans$9$396$52$75$5320.48%
As of June 30, 2025Interest Rate ReductionTerm ExtensionOtherCombination (a)Total
Dollars in millionsAmortized Cost BasisAmortized Cost BasisAmortized Cost BasisAmortized Cost BasisAmortized Cost Basis% of Total Loan Type
LOAN TYPE
Commercial and Industrial$—$109$37$19$1650.29%
Commercial real estate:
Commercial mortgage—21217522812.03
Construction—34——341.20
Total commercial real estate loans—24617523151.89
Total commercial loans$—$355$54$71$4800.64%
Real estate — residential mortgage$2$—$—$13$150.08%
Home equity loans4125120.18
Other consumer loans—3—250.10
Credit cards———440.43
Total consumer loans$6$4$2$24$360.12%
Total loans$6$359$56$95$5160.49%

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

Financial Effects of Modifications to Borrowers Experiencing Financial Difficulty

The following table summarizes the financial impacts of loan modifications made to specific loans for the noted periods. For the three and six months ended June 30, 2026, the weighted-average interest rate change for commercial and industrial loans was comprised solely of modifications of commercial credit card balances.

Three months ended June 30, 2026Weighted-average Interest Rate ChangeWeighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial(25.53)%1.08
Commercial mortgage—%1.09
Real estate — residential mortgage(2.22)%10.38
Home equity loans(1.55)%3.29
Other consumer loans(2.36)%0.61
Credit cards(20.07)%0.25
Three months ended June 30, 2025Weighted-average Interest Rate ChangeWeighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial(30.00)%0.65
Commercial mortgage—%1.74
Real estate — residential mortgage(2.06)%6.10
Home equity loans(2.06)%5.96
Other consumer loans(3.25)%0.80
Credit cards(2.08)%0.25
Six months ended June 30, 2026Weighted-average Interest Rate ChangeWeighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial(25.53)%1.09
Commercial mortgage—%0.83
Real estate — residential mortgage(2.33)%9.03
Home equity loans(3.30)%8.05
Other consumer loans(4.80)%0.75
Credit cards(20.31)%0.50
Six months ended June 30, 2025Weighted-average Interest Rate ChangeWeighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial(20.24)%0.64
Commercial mortgage—%1.44
Construction—%0.50
Real estate — residential mortgage(1.69)%5.59
Home equity loans(2.57)%6.38
Other consumer loans(3.38)%0.73
Credit cards(5.24)%0.50

Amortized Cost Basis of Modified Loans That Subsequently Defaulted

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

Three months ended June 30, 2026
Dollars in millionsInterest Rate ReductionTerm ExtensionOtherCombinationTotal
LOAN TYPE
Commercial and Industrial$—$2$—$—$2
Total commercial loans—2——2
Total loans$—$2$—$—$2
Three months ended June 30, 2025
Dollars in millionsInterest Rate ReductionTerm ExtensionOtherCombinationTotal
LOAN TYPE
Commercial and Industrial$—$1$2$—$3
Total commercial loans—12—3
Credit cards———11
Total consumer loans$—$—$—$1$1
Total loans$—$1$2$1$4
Six months ended June 30, 2026
Dollars in millionsInterest Rate ReductionTerm ExtensionOtherCombinationTotal
LOAN TYPE
Commercial and Industrial$—$2$—$—$2
Commercial real estate
Commercial mortgage—392—41
Total commercial loans—412—43
Home equity loans———11
Total consumer loans$—$—$—$1$1
Total loans$—$41$2$1$44
Six months ended June 30, 2025
Dollars in millionsInterest Rate ReductionTerm ExtensionOtherCombinationTotal
LOAN TYPE
Commercial and Industrial$—$1$2$—$3
Commercial real estate
Commercial mortgage$—$19$—$—$19
Total commercial real estate loans—19——19
Total commercial loans—202—22
Total loans$—$20$2$—$22

Key closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the amortized cost as of June 30, 2026, of loans modified during the 12 months then ended, by aging.

As of June 30, 2026Current30-89 Days Past Due90 and Greater Days Past DueTotal
Dollars in millions
LOAN TYPE
Commercial and Industrial$365$14$9$388
Commercial real estate
Commercial mortgage76—44120
Total commercial real estate loans76—44120
Total commercial loans$441$14$53$508
Real estate — residential mortgage$9$1$—$10
Home equity loans81—9
Other consumer loans3——3
Credit cards2——2
Total consumer loans$22$2$—$24
Total loans$463$16$53$532

The following table presents the amortized cost as of June 30, 2025, of loans modified during the twelve months then ended, by aging.

As of June 30, 2025Current30-89 Days Past Due90 and Greater Days Past DueTotal
Dollars in millions
LOAN TYPE
Commercial and Industrial$149$13$3$165
Commercial real estate
Commercial mortgage2105021281
Construction34——34
Total commercial real estate loans2445021315
Total commercial loans$393$63$24$480
Real estate — residential mortgage$14$2$—$16
Home equity loans10—111
Other consumer loans5——5
Credit cards4——4
Total consumer loans$33$2$1$36
Total loans$426$65$25$516

Liability for Credit Losses on Lending-related Commitments

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

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

Three months ended June 30,Six months ended June 30,
Dollars in millions2026202520262025
Balance at beginning of period$296$278$313$290
Provision (credit) for losses on lending-related commitments(19)19(36)7
Balance at end of period$277$297$277$297

5. Fair Value Measurements

In accordance with GAAP, Key measures certain assets and liabilities at fair value. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal market of the asset or liability. Additional information regarding our accounting policies for determining fair value is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Fair Value Measurements” beginning on page 111 of our 2025 Form 10-K and Note 5 (“Fair Value Measurements”) beginning on page 131 of our 2025 Form 10-K.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Certain assets and liabilities are measured at fair value on a recurring basis in accordance with GAAP. For more information on the valuation techniques used to measure classes of assets and liabilities reported at fair value on a recurring basis as well as the classification of each in the valuation hierarchy, refer to Note 5 (“Fair Value Measurements”) in our 2025 Form 10-K. The following tables present these assets and liabilities at June 30, 2026, and December 31, 2025.

June 30, 2026December 31, 2025
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Dollars in millions
ASSETS MEASURED ON A RECURRING BASIS
Trading account assets:
U.S. Treasury, agencies and corporations$—$434$—$434$—$674$—$674
States and political subdivisions—20—20—60—60
Other mortgage-backed securities—430—430—316—316
Other securities—45—45—6—6
Total trading account securities—929—929—1,056—1,056
Commercial loans—7—7—5—5
Total trading account assets—936—936—1,061—1,061
Securities available for sale:
U.S. Treasury, agencies and corporations—7,075—7,075—7,886—7,886
Agency residential collateralized mortgage obligations—7,995—7,995—8,565—8,565
Agency residential mortgage-backed securities—19,608—19,608—19,195—19,195
Agency commercial mortgage-backed securities—3,781—3,781—3,950—3,950
Other securities————————
Total securities available for sale—38,459—38,459—39,596—39,596
Other investments:
Principal investments:
Indirect (measured at NAV) (a)———7———9
Total principal investments———7———9
Equity investments:
Direct—426——33
Direct (measured at NAV) (a)———78———71
Indirect (measured at NAV) (a)———3———3
Total equity investments—4287——377
Total other investments—4294——386
Loans, net of unearned income (residential)——1111——1111
Loans held for sale (residential)—204—204—149—149
Derivative assets:
Interest rate—105(1)104—135(3)132
Foreign exchange6633—993944—83
Commodity—284—284—249—249
Other—54256—718
Derivative assets66476154339435(2)472
Netting adjustments (b)———(347)———(297)
Total derivative assets66476119639435(2)175
Total assets on a recurring basis at fair value$66$40,079$14$39,900$39$41,241$12$41,078
LIABILITIES MEASURED ON A RECURRING BASIS
Bank notes and other short-term borrowings:
Short positions$668$262$—$930$412$409$—$821
Derivative liabilities:
Interest rate—635—635—577—577
Foreign exchange6134—953644—80
Commodity—273—273—237—237
Credit—5—5—8—8
Other—9—9—25—25
Derivative liabilities61956—1,01736891—927
Netting adjustments (b)———(323)———(274)
Total derivative liabilities61956—69436891—653
Total liabilities on a recurring basis at fair value$729$1,218$—$1,624$448$1,300$—$1,474

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

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

The fair value and related unfunded commitments of our indirect principal investments and direct equity investments measured at net asset value as a practical expedient at June 30, 2026, was $7 million and $50 million, respectively.

Changes in Level 3 Fair Value Measurements

The change in the fair values of our Level 3 financial instruments measured at fair value on a recurring basis for the three and six months ended June 30, 2026, and June 30, 2025 was not material.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis in accordance with GAAP. The adjustments to fair value generally result from the application of accounting guidance that requires assets and liabilities to be recorded at the lower of cost or fair value, or assessed for impairment. For more information on the valuation techniques used to measure classes of assets and liabilities measured at fair value on a nonrecurring basis, refer to Note 5 (“Fair Value Measurements”) in our 2025 Form 10-K. There were no liabilities measured at fair value on a nonrecurring basis at June 30, 2026, and December 31, 2025.

The following table presents our assets measured at fair value on a nonrecurring basis at June 30, 2026, and December 31, 2025:

June 30, 2026December 31, 2025
Dollars in millionsLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
ASSETS MEASURED ON A NONRECURRING BASIS
Collateral-dependent loans$—$—$186$186$—$—$56$56
Accrued income and other assets——1414——3232
Total assets on a nonrecurring basis at fair value$—$—$200$200$—$—$88$88

We have other investments in equity securities that do not have readily determinable fair values and do not qualify for the practical expedient to measure the investment using a net asset value per share. We have elected to measure these securities at cost less impairment plus or minus adjustments due to observable orderly transactions. Impairment is recorded when there is evidence that the expected fair value of the investment has declined to below the recorded cost. At each reporting period, we assess if these investments continue to qualify for this measurement alternative. At June 30, 2026, and December 31, 2025, the carrying amount of equity investments under this method was $503 million and $467 million, respectively. We had no adjustments or impairments for the six months ended June 30, 2026.

Quantitative Information about Level 3 Fair Value Measurements

The range and weighted-average of the significant unobservable inputs used to measure the fair value of our material Level 3 recurring and nonrecurring assets at June 30, 2026, and December 31, 2025, along with the valuation techniques used, are shown in the following table:

Level 3 Asset (Liability)Valuation TechniqueSignificant Unobservable InputRange (Weighted-Average) (a), (b)
Dollars in millionsJune 30, 2026December 31, 2025June 30, 2026December 31, 2025
Recurring
Loans, net of unearned income (residential)$11$11Market comparable pricingComparability factor74.40 - 95.00% (84.09%)74.30-99.00% (84.99%)
Derivative instruments:
Interest rate(1)(3)Discounted cash flowsProbability of default.02 - 100% (4.20%).02 - 100% (4.40%)
Loss given default0 - 1 (.411)0 - 1 (.485)
Insignificant level 3 assets, net of liabilities(c)44
Nonrecurring
Collateral-dependent loans18656Fair value of collateralCredit and liquidity discount0 - 72.00% (22.00%)0 - 100.00% (40.00%)
Accrued income and other assets: (d)
OREO and other Level 3 assets118Appraised valueAppraised valueN/MN/M

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

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

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

(d)Excludes $3 million pertaining to mortgage servicing assets measured on a nonrecurring basis as of June 30, 2026. Refer to Note 8 (“Mortgage Servicing Assets”) for significant unobservable inputs pertaining to these assets.

Fair Value Disclosures of Financial Instruments

The levels in the fair value hierarchy ascribed to our financial instruments and the related carrying amounts at June 30, 2026, and December 31, 2025, are shown in the following tables. Assets and liabilities are further arranged by measurement category.

June 30, 2026
Carrying AmountFair Value
Dollars in millionsLevel 1Level 2Level 3Total
FINANCIAL ASSETS
Cash and short-term investments (a)$14,127$14,127$—$—$14,127
Held-to-maturity securities (b)9,515—9,124—9,124
Other investments (c)1,139—41,1351,139
Loans, net of unearned income (d)108,974——105,930105,930
Loans held for sale (c)994——994994
FINANCIAL LIABILITIES
Time deposits (e)$12,014$—$12,063$—$12,063
Short-term borrowings (a)2,755—2,755—2,755
Long-term debt (e)10,96710,0251,711—11,736
Deposits with no stated maturity (a)141,075—141,075—141,075
December 31, 2025
Carrying AmountFair Value
Dollars in millionsLevel 1Level 2Level 3Total
FINANCIAL ASSETS
Cash and short-term investments (a)$11,450$11,450$—$—$11,450
Held-to-maturity securities (b)8,622—8,313—8,313
Other investments (c)863——863863
Loans, net of unearned income (d)105,103——101,946101,946
Loans held for sale (c)928——928928
FINANCIAL LIABILITIES
Time deposits (e)$12,680$—$12,731$—$12,731
Short-term borrowings (a)263—263—263
Long-term debt (e)9,9179,318$729—10,047
Deposits with no stated maturity (a)136,033—136,033—136,033

Valuation Methods and Assumptions

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

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

(c)Information pertaining to our methodology for measuring the fair values of these assets and liabilities is included in the sections entitled “Qualitative Disclosures of Valuation Techniques” and “Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis” within our 2025 Form 10-K Note 5 (“Fair Value Measurements”).

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

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

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

  • Loans at carrying value, net of allowance, of $182 million ($138 million at fair value) at June 30, 2026, and $205 million ($155 million at fair value) at December 31, 2025.

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

6. Securities

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

June 30, 2026December 31, 2025
Dollars in millionsAmortized Cost (a)(b)Gross Unrealized GainsGross Unrealized LossesFair ValueAmortized Cost (a)(b)Gross Unrealized GainsGross Unrealized LossesFair Value
SECURITIES AVAILABLE FOR SALE
U.S. Treasury, agencies, and corporations$7,102$11$38$7,075$7,842$61$17$7,886
Agency residential collateralized mortgage obligations9,72691,7407,99510,26941,7088,565
Agency residential mortgage-backed securities20,02812254219,60819,45120145719,195
Agency commercial mortgage-backed securities4,148—3673,7814,28413353,950
Total securities available for sale$41,004$142$2,687$38,459$41,846$267$2,517$39,596
HELD-TO-MATURITY SECURITIES
Agency residential collateralized mortgage obligations$3,754$2$208$3,548$4,026$8$176$3,858
Agency residential mortgage-backed securities3,9355443,8962,37412132,373
Agency commercial mortgage-backed securities1,786—1441,6422,12111391,983
Asset-backed securities (c)19—11877—275
Other securities21—12024——24
Total held-to-maturity securities$9,515$7398$9,124$8,622$21$330$8,313

(a)Amortized cost amounts exclude accrued interest receivable which is recorded within “Accrued income and other assets” on the balance sheet. At June 30, 2026, accrued interest receivable on available for sale securities and held-to-maturity securities totaled $115 million and $32 million, respectively. At December 31, 2025, accrued interest receivable on available for sale securities and held-to-maturity securities totaled $121 million and $26 million, respectively.

(b)Excluded from the amortized cost of securities available for sale are basis adjustments for securities designated in active fair value hedges. Basis adjustments totaled $(26) million and $99 million as of June 30, 2026 and December 31, 2025, respectively. The securities being hedged are primarily U.S. Treasuries, Agency RMBS, and Agency CMBS.

(c)Amortized cost includes $16 million of securities as of June 30, 2026, and $74 million of securities as of December 31, 2025, related to the purchase of senior notes from a securitization collateralized by sold indirect auto loans.

The following table summarizes securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of June 30, 2026, and December 31, 2025.

Duration of Unrealized Loss Position
Less than 12 Months12 Months or LongerTotal
Dollars in millionsFair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
June 30, 2026
Securities available for sale:
U.S. Treasury, agencies, and corporations$2,082$18$522$20$2,604$38
Agency residential collateralized mortgage obligations——7,2191,7407,2191,740
Agency residential mortgage-backed securities7,268853,79345711,061542
Agency commercial mortgage-backed securities25033,5313643,781367
Held-to-maturity securities:
Agency residential collateralized mortgage obligations49372,8542013,347208
Agency residential mortgage-backed securities3,05633118113,17444
Agency commercial mortgage-backed securities——1,5741441,574144
Asset-backed securities——181181
Other securities12—31151
Total securities in an unrealized loss position$13,161$146$19,632$2,939$32,793$3,085
December 31, 2025
Securities available for sale:
U.S. Treasury, agencies, and corporations$—$—$525$17$525$17
Agency residential collateralized mortgage obligations——7,6771,7087,6771,708
Agency residential mortgage-backed securities1,22675,5834506,809457
Agency commercial mortgage-backed securities7—3,7773353,784335
Held-to-maturity securities:
Agency residential collateralized mortgage obligations24023,0231743,263176
Agency residential mortgage-backed securities52621251165113
Agency commercial mortgage-backed securities——1,9141391,914139
Asset-backed securities——752752
Other securities5—6—11—
Total securities in an unrealized loss position$2,004$11$22,705$2,836$24,709$2,847

Based on our evaluation at June 30, 2026, an allowance for credit losses has not been recorded nor have unrealized losses been recognized into income. The issuers of the securities are of high credit quality and have a history of no credit losses, management does not intend to sell, and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely attributed to changes in interest rates and other market conditions. The security issuers continue to make timely principal and interest payments.

For the three months ended June 30, 2026, we recognized no gross realized gains or losses from the sale of securities available for sale. For the three months ended June 30, 2025, we recognized no gross realized gains or losses from the sale of securities available for sale.

For the six months ended June 30, 2026, we recognized no gross realized gains or losses from the sale of securities available for sale. For the six months ended June 30, 2025, we recognized no gross realized gains or losses from the sale of securities available for sale.

At June 30, 2026 and December 31, 2025, securities available for sale and held-to-maturity securities totaling $18.0 billion and $18.7 billion, respectively, were pledged to secure securities sold under repurchase agreements, to secure public and trust deposits, to facilitate access to secured funding, and for other purposes required or permitted by law.

The following table shows our securities by remaining maturity at June 30, 2026. CMOs, other mortgage-backed securities, and asset-backed securities in the available for sale portfolio and held-to-maturity portfolio are presented based on their expected average lives. The remaining securities, in both the available-for-sale and held-to-maturity portfolios, are presented based on their remaining contractual maturity. Actual maturities may differ from expected or contractual maturities since borrowers have the right to prepay obligations with or without prepayment penalties.

June 30, 2026Securities Available for SaleHeld to Maturity Securities
Dollars in millionsAmortized CostFair ValueAmortized CostFair Value
Due in one year or less$3,347$3,351$290$286
Due after one through five years9,7159,3112,0742,007
Due after five through ten years22,45820,6706,2476,048
Due after ten years5,4845,127904783
Total$41,004$38,459$9,515$9,124

7. Derivatives and Hedging Activities

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

Additional information regarding our accounting policies for derivatives is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Derivatives and Hedging” beginning on page 113 of our 2025 Form 10-K. Our derivative strategies and related risk management objectives are described in Note 7 (“Derivatives and Hedging Activities”) beginning on page 139 of our 2025 Form 10-K.

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

The following table summarizes the fair values of our derivative instruments on a gross and net basis as of June 30, 2026, and December 31, 2025. Total derivative assets and liabilities are adjusted to take into account the impact of legally enforceable master netting agreements that allow us to settle all derivative contracts with a single counterparty on a net basis and to offset the net derivative position with the related cash collateral. Securities collateral related to legally enforceable master netting agreements is not offset on the balance sheet. Our derivative instruments are included in “accrued income and other assets” or “accrued expenses and other liabilities” on the Consolidated Balance Sheets, as follows:

June 30, 2026December 31, 2025
Fair Value**(a)**Fair Value**(a)**
Dollars in millionsNotional AmountDerivative AssetsDerivative LiabilitiesNotional AmountDerivative AssetsDerivative Liabilities
Derivatives designated as hedging instruments:
Interest rate$62,787$(22)$10$64,228$(13)$4
Derivatives not designated as hedging instruments:
Interest rate74,64412662574,994145573
Foreign exchange6,43799955,7678380
Commodity6,0582842735,553249237
Credit88—5107—8
Other (b)5,4095694,217825
Total derivatives not designated as hedging instruments:92,6365651,00790,638485923
Total derivatives155,4235431,017154,866472927
Netting adjustments (c)—(347)(323)—(297)(274)
Net derivatives in the balance sheet155,423196694154,866175653
Other collateral (d)————(22)(1)
Net derivative amounts$155,423$196$694$154,866$153$652

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

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

(c)Netting adjustments represent the amounts recorded to convert our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. As of June 30, 2026, excess collateral that has not been offset against net derivative instrument positions totaled $122 million of cash collateral and $225 million of securities collateral posted as well as $11 million of cash collateral held. As of December 31, 2025, excess collateral that has not been offset against net derivative instrument positions totaled $165 million of cash collateral and $218 million of securities collateral posted as well as $3 million of cash collateral and $78 million of securities collateral held.

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

Fair value hedges. During the six months ended June 30, 2026, we did not exclude any portion of fair value hedging instruments from the assessment of hedge effectiveness.

The following tables summarize the amounts that were recorded on the balance sheet as of June 30, 2026, and December 31, 2025, related to cumulative basis adjustments for fair value hedges.

June 30, 2026
Dollars in millionsBalance sheet line item in which the hedge item is includedCarrying amount of hedged item (a)Hedge accounting basis adjustment - active hedgesHedge accounting basis adjustment - discontinued hedges
Interest rate contractsLong-term debt$8,609$(292)$(3)
Interest rate contractsSecurities Available for Sale**(b)**12,8302514
December 31, 2025
Balance sheet line item in which the hedge item is includedCarrying amount of hedged item (a)Hedge accounting basis adjustment - active hedgesHedge accounting basis adjustment - discontinued hedges
Interest rate contractsLong-term debt$8,504$(199)$(3)
Interest rate contractsSecurities Available for Sale**(b)**12,843(100)14

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

(b)Certain amounts are designated as fair value hedges under the portfolio layer method. The carrying amount represents the amortized costs basis of the prepayable financial assets used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the relationship. At June 30, 2026, and December 31, 2025, the amortized costs of the closed portfolios in these hedging relationships was $8.1 billion and $6.7 billion, respectively, of which $5.8 billion and $4.9 billion, respectively, were designated in a portfolio layer hedging relationship. At June 30, 2026, the cumulative basis adjustments associated with these amounts totaled $46 million, which is comprised of $32 million in active hedging relationships and $14 million for discontinued hedging relationships. At December 31, 2025, the cumulative basis adjustments associated with these amounts totaled $(35) million, which is comprised of $(50) million in active hedging relationships and $14 million for discontinued hedging relationships.

Cash flow hedges. During the six-month period ended June 30, 2026, we did not exclude any portion of cash flow hedging instruments from the assessment of hedge effectiveness.

Considering the interest rates, yield curves, and notional amounts as of June 30, 2026, we expect to reclassify an estimated $136 million of after-tax net losses on derivative instruments designated as cash flow hedges from AOCI to income during the next 12 months. In addition, we do not expect to reclassify any net gains related to terminated cash flow hedges from AOCI to income during the next 12 months. These reclassified amounts could differ from actual amounts recognized due to changes in interest rates, hedge de-designations and the addition of other hedges subsequent to June 30, 2026. As of June 30, 2026, the maximum length of time over which we hedge forecasted transactions is 4.30 years.

The following tables summarize the effect of fair value and cash flow hedge accounting on the income statement for the three- and six-month periods ended June 30, 2026, and June 30, 2025.

Location and amount of net gains (losses) recognized in income on fair value and cash flow hedging relationships
Dollars in millionsInterest expense – long-term debtInterest income – loansInterest Income - securitiesInvestment banking and debt placement fees
Three months ended June 30, 2026
Total amounts presented in the consolidated statement of income$(155)$1,463$367$169
Net gains (losses) on fair value hedging relationships
Interest rate contracts
Recognized on hedged items$64$—$(64)$—
Recognized on derivatives designated as hedging instruments(84)—54—
Net income (expense) recognized on fair value hedges$(20)$—$(10)$—
Net gain (loss) on cash flow hedging relationships
Interest rate contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income$—$(28)$—$1
Net income (expense) recognized on cash flow hedges$—$(28)$—$1
Three months ended June 30, 2025
Total amounts presented in the consolidated statement of income$(198)$1,443$411$178
Net gains (losses) on fair value hedging relationships
Interest rate contracts
Recognized on hedged items$(99)$—$37$—
Recognized on derivatives designated as hedging instruments51—(31)—
Net income (expense) recognized on fair value hedges$(48)$—$6$—
Net gain (loss) on cash flow hedging relationships
Interest rate contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income$(1)$(90)$—$—
Net income (expense) recognized on cash flow hedges$(1)$(90)$—$—
Location and amount of net gains (losses) recognized in income on fair value and cash flow hedging relationships
Dollars in millionsInterest expense – long-term debtInterest income – loansInterest Income - securitiesInvestment banking and debt placement fees
Six Months Ended June 30, 2026
Total amounts presented in the consolidated statement of income$(306)$2,879$737$366
Net gains (losses) on fair value hedging relationships
Interest contracts
Recognized on hedged items$93$—$(125)$—
Recognized on derivatives designated as hedging instruments(135)—105—
Net income (expense) recognized on fair value hedges$(42)$—$(20)$—
Net gain (loss) on cash flow hedging relationships
Realized gains (losses) (pre-tax) reclassified from AOCI into net income
Interest contracts$(1)$(64)$—$1
Net income (expense) recognized on cash flow hedges$(1)$(64)$—$1
Six Months Ended June 30, 2025
Total amounts presented in the consolidated statement of income$(391)$2,844$803$353
Net gains (losses) on fair value hedging relationships
Interest contracts
Recognized on hedged items$(252)$—$115$—
Recognized on derivatives designated as hedging instruments159—(102)—
Net income (expense) recognized on fair value hedges$(93)$—$13$—
Net gain (loss) on cash flow hedging relationships
Realized gains (losses) (pre-tax) reclassified from AOCI into net income
Interest contracts$(2)$(183)$—$—
Net income (expense) recognized on cash flow hedges$(2)$(183)$—$—

The following table summarizes the pre-tax effect of our cash flow hedges for the three- and six-month periods ended June 30, 2026, and June 30, 2025.

Three months ended, Dollars in millionsJune 30, 2026June 30, 2025
Net Gains (Losses) Recognized in OCI
Interest income — Loans$(202)$122
Investment banking and debt placement fees1—
Total$(201)$122
Net Gains (Losses) Reclassified From AOCI Into Income
Interest income — Loans$(28)$(90)
Interest expense — Long-term debt—(1)
Investment banking and debt placement fees1—
Total$(27)$(91)
Six months ended, Dollars in millionsJune 30, 2026June 30, 2025
Net Gains (Losses) Recognized in OCI
Interest income — Loans$247$363
Interest expense — Long-term debt2(1)
Investment banking and debt placement fees1—
Total$250$362
Net Gains (Losses) Reclassified From AOCI Into Income
Interest income — Loans$(64)$(183)
Interest expense — Long-term debt(1)(2)
Investment banking and debt placement fees1—
Total$(64)$(185)

Nonhedging instruments. The following table summarizes the pre-tax net gains (losses) on our derivatives that are not designated as hedging instruments for the three- and six-month periods ended June 30, 2026, and June 30, 2025, and where they are recorded on the income statement.

Three months ended June 30, 2026Three months ended June 30, 2025
Dollars in millionsCorporate services incomeConsumer mortgage incomeOther incomeTotalCorporate services incomeConsumer mortgage incomeOther incomeTotal
NET GAINS (LOSSES)
Interest rate$13$—$—$13$13$—$—$13
Foreign exchange12——1215——15
Commodity1——12——2
Credit——(10)(10)——(7)(7)
Other—(2)1715——(14)(14)
Total net gains (losses)$26$(2)$7$31$30$—$(21)$9
Six months ended June 30, 2026Six months ended June 30, 2025
Dollars in millionsCorporate services incomeConsumer mortgage incomeOther incomeTotalCorporate services incomeConsumer mortgage incomeOther incomeTotal
NET GAINS (LOSSES)
Interest rate$21$—$—$21$21$—$6$27
Foreign exchange25——2527——27
Commodity3——34——4
Credit——(18)(18)——(19)(19)
Other——6767——(9)(9)
Total net gains (losses)$49$—$49$98$52$—$(22)$30

Counterparty Credit Risk

We hold collateral in the form of cash and highly rated securities issued by the U.S. Treasury, government-sponsored enterprises, or GNMA. Cash collateral of $134 million was netted against derivative assets on the balance sheet at June 30, 2026, compared to $103 million of cash collateral netted against derivative assets at December 31, 2025. The cash collateral netted against derivative liabilities totaled $110 million at June 30, 2026,

and $80 million at December 31, 2025. Our means of mitigating and managing exposure to credit risk on derivative contracts is described in Note 7 (“Derivatives and Hedging Activities”) beginning on page 139 of our 2025 Form 10-K under the heading “Counterparty Credit Risk.”

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

Dollars in millionsJune 30, 2026December 31, 2025
Interest rate$33$82
Foreign exchange6239
Commodity179149
Other568
Derivative assets before collateral330278
Plus(Less): Related collateral(134)(103)
Total derivative assets$196$175

Credit Derivatives

We are a buyer and, under limited circumstances, may be a seller of credit protection through the credit derivative market. We purchase credit derivatives to manage the credit risk associated with specific commercial lending and swap obligations as well as exposures to debt securities. Our credit derivative portfolio was in a net liability position as of June 30, 2026 and December 31, 2025. Our credit derivative portfolio consists of traded credit default swap indices and risk participation agreements. Additional descriptions of our credit derivatives are provided in Note 7 (“Derivatives and Hedging Activities”) beginning on page 139 of our 2025 Form 10-K under the heading “Credit Derivatives.”

The following table provides information on the types of credit derivatives sold by us and held on the balance sheet at June 30, 2026, and December 31, 2025. The notional amount represents the amount that the seller could

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

probabilities for all reference entities in the respective portfolios. These default probabilities are implied from observed credit indices in the credit default swap market, which are mapped to reference entities based on Key’s internal risk rating.

June 30, 2026December 31, 2025
Dollars in millionsNotional AmountAverage Term (Years)Payment / Performance RiskNotional AmountAverage Term (Years)Payment / Performance Risk
Other$35.513.73%$93.621.76%
Total credit derivatives sold$3——$9——

Credit Risk Contingent Features

We have entered into certain derivative contracts that require us to post collateral to the counterparties when these contracts are in a net liability position. The amount of collateral to be posted is based on the amount of the net liability and thresholds generally related to our long-term senior unsecured credit ratings with Moody’s and S&P. Collateral requirements also are based on minimum transfer amounts, which are specific to each Credit Support Annex (a component of the ISDA Master Agreement) that we have signed with the counterparties. In a limited number of instances, counterparties have the right to terminate their ISDA Master Agreements with us if our ratings fall below a certain level, usually investment-grade level (i.e., “Baa3” for Moody’s and “BBB-” for S&P). At June 30, 2026, KeyBank’s rating was “Baa1” with Moody’s and “BBB+” with S&P, and KeyCorp’s rating was “Baa2” with Moody’s and “BBB” with S&P. Refer to the table below for the aggregate fair value of all derivative contracts with credit risk contingent features held by KeyBank that were in a net liability position.

Dollars in millionsJune 30, 2026December 31, 2025
Net derivative liabilities with credit-risk contingent features$(54)$(49)
Collateral posted4349

As of June 30, 2026, and December 31, 2025, the fair value of additional collateral that could be required to be posted as a result of the credit risk related contingent features being triggered was immaterial to Key’s consolidated

financial statements. At June 30, 2026, and December 31, 2025, only KeyBank held derivative contracts with credit risk contingent features.

8. Mortgage Servicing Assets

We originate and periodically sell commercial and residential mortgage loans but continue to service those loans for the buyers. We also may purchase the right to service commercial mortgage loans from other lenders. We record a servicing asset if we purchase or retain the right to service loans in exchange for servicing fees that exceed the going market servicing rate and are considered more than adequate compensation for servicing. Additional information pertaining to the accounting for mortgage and other servicing assets is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Servicing Assets” beginning on page 114 of our 2025 Form 10-K.

Commercial

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

Three months ended June 30,Six months ended June 30,
Dollars in millions2026202520262025
Balance at beginning of period$572$597$577$609
Servicing retained from loan sales12173432
Purchases—448
Amortization(32)(31)(63)(62)
Balance at end of period$552$587$552$587
Fair value at end of period$777$787$777$787

The fair value of commercial mortgage servicing assets is determined by calculating the present value of future cash flows associated with servicing the loans. This calculation uses a number of assumptions that are based on current market conditions. The sensitivity, range, and weighted average of the significant unobservable inputs used to determine the fair value of our commercial mortgage servicing assets at June 30, 2026, and December 31, 2025, along with the valuation techniques, are shown in the following table:

June 30, 2026December 31, 2025
Significant Unobservable InputRangeWeighted AverageRangeWeighted Average
Escrow earn rate4.42%4.59%4.58%3.94%4.09%4.08%
Effect on fair value from 10% adverse change$(32)$(29)
Effect on fair value from 20% adverse change(65)(57)
Residual cash flows discount rate7.01%10.74%10.46%6.96%10.84%10.58%
Effect on fair value from 10% adverse change$(19)$(19)
Effect on fair value from 20% adverse change(37)(36)
Expected defaults1.00%1.50%1.04%1.00%2.00%1.01%
Effect on fair value from 10% adverse change$(2)$(2)
Effect on fair value from 20% adverse change(4)(3)
Loan assumption rate8.00%45.00%9.78%8.00%45.00%10.05%
Effect on fair value from 10% adverse change$(7)$(6)
Effect on fair value from 20% adverse change(14)(13)

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

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

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

Assumptions and information for originated commercial mortgage servicing right additions for the six-month period ended June 30, 2026 are shown in the following table:

Dollars in millionsJune 30, 2026
Unpaid principal balance of loans sold during the period$3,118
Pretax gains related to the sale of mortgage loans53
Weighted average servicing fee rate0.16%
Weighted average assumptions:
Escrow earn rate assumption4.28%
Discount rate assumption9.77%
Default rate assumption1.03%
Prepayment rate assumption11.94%

The amortization of commercial servicing assets is determined in proportion to, and over the period of, the estimated net servicing income. The amortization of commercial servicing assets for each period, as shown in the table at the beginning of this note, is recorded as a reduction to contractual fee income. The contractual fee income from servicing commercial mortgage loans totaled $174 million for the six-month period ended June 30, 2026, and $209 million for the six-month period ended June 30, 2025. This fee income was offset by $63 million of amortization for the six-month period ended June 30, 2026, and $62 million for the six-month period ended June 30, 2025. Both the contractual fee income and the amortization are recorded, net, in “commercial mortgage servicing fees” on the income statement.

Residential

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

Three months ended June 30,Six months ended June 30,
Dollars in millions2026202520262025
Balance at beginning of period$114$111$112$111
Servicing retained from loan sales4497
Amortization(4)(3)(7)(6)
Balance at end of period$114$112$114$112
Fair value at end of period$140$136$140$136

The fair value of mortgage servicing assets is determined by calculating the present value of future cash flows associated with servicing the loans. This calculation uses a number of assumptions that are based on current market conditions. The sensitivity, range, and weighted-average of the significant unobservable inputs used to fair value our mortgage servicing assets at June 30, 2026, and December 31, 2025, along with the valuation techniques, are shown in the following table:

June 30, 2026December 31, 2025
Significant Unobservable InputRangeWeighted AverageRangeWeighted Average
Prepayment speed5.57%32.55%8.06%6.01%33.07%8.33%
Effect on Fair Value of a 10% adverse change$(4)$(4)
Effect on Fair Value of a 20% adverse change(8)(8)
Discount rate6.50%8.75%6.62%6.50%8.75%6.62%
Effect on Fair Value of a 10% adverse change$(4)$(4)
Effect on Fair Value of a 20% adverse change(7)(7)
Servicing cost$70.00$4,332$75.96$70.00$4,332$76.47

If these economic assumptions change or prove incorrect, the fair value of residential mortgage servicing assets may also change. Prepayment speed, discount rates, and servicing cost are critical to the valuation of residential mortgage servicing assets. Estimates of these assumptions are based on how a market participant would view the

respective rates and reflect historical data associated with the residential mortgage loans, industry trends, and other considerations. Actual rates may differ from those estimated due to changes in a variety of economic factors. An

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

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

fair value of our residential mortgage servicing assets.

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

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

The amortization of residential servicing assets for June 30, 2026, as shown in the table above, is recorded as a reduction to contractual fee income. The contractual fee income from servicing residential mortgage loans totaled $17 million for the six-month period ended June 30, 2026, and $20 million for the six-month period ended June 30, 2025. This fee income was offset by $7 million of amortization for the six-month period ended June 30, 2026, and $6 million for the six-month period ended June 30, 2025. Both the contractual fee income and the amortization are recorded, net, in “consumer mortgage income” on the income statement.

9. Leases

As a lessee, we enter into leases of land, buildings, and equipment. Our real estate leases primarily relate to bank branches and office space. The leases of equipment principally relate to technology assets for data processing and data storage. As a lessor, we primarily provide financing through our equipment leasing business. For more information on our leasing activity, see Note 9 (“Leases”) beginning on page 147 of our 2025 Form 10-K.

Lessor Equipment Leasing

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

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

Three months ended June 30,Six months ended June 30,
Dollars in millions2026202520262025
Sales-type and direct financing leases
Interest income on lease receivable$11$14$23$29
Interest income related to accretion of unguaranteed residual asset2244
Interest income on deferred fees and costs551110
Total sales-type and direct financing lease income$18$21$38$43
Operating leases
Operating lease income related to lease payments$8$11$17$23
Other operating leasing gains (losses)231—
Total operating lease income and other leasing gains10141823
Total lease income$28$35$56$66

10. Variable Interest Entities

Our significant VIEs are summarized below. Additional information pertaining to the criteria used in determining if an entity is a VIE is included in Note 12 (“Variable Interest Entities”) beginning on page 151 of our 2025 Form 10-K.

LIHTC and NMTC investments. We had $2.3 billion and $2.4 billion of investments in LIHTC operating partnerships at June 30, 2026, and December 31, 2025, respectively. These investments are recorded in “accrued

income and other assets” on our Consolidated Balance Sheets. We do not have any loss reserves recorded related to these investments because we believe the likelihood of any loss to be remote. For all legally binding, unfunded equity commitments, we increase our recognized investment and recognize a liability. As of June 30, 2026, and December 31, 2025, we had liabilities of $1.1 billion and $1.1 billion, respectively, related to investments in qualified affordable housing projects, which are recorded in “accrued expenses and other liabilities” on our Consolidated Balance Sheets. We continue to invest in these LIHTC operating partnerships.

The assets and liabilities presented in the table below convey the size of KCDC’s direct and indirect investments at June 30, 2026, and December 31, 2025. As these investments represent unconsolidated VIEs, the assets and liabilities of the investments themselves are not recorded on our Consolidated Balance Sheets. Additional information pertaining to our LIHTC investments is included in Note 12 (“Variable Interest Entities”) beginning on page 151 of our 2025 Form 10-K.

Unconsolidated VIEs
Dollars in millionsTotal AssetsTotal LiabilitiesMaximum Exposure to Loss
June 30, 2026
LIHTC investments$9,634$4,266$2,863
December 31, 2025
LIHTC investments$11,212$5,026$2,913

We had $17 million and $18 million in NMTC investments at June 30, 2026 and December 31, 2025, respectively. These investments are recorded in “accrued income and other assets” on our Consolidated Balance Sheets.

We amortize our LIHTC and NMTC investments over the period that we expect to receive the tax benefits. During the six months ended June 30, 2026, we recognized $136 million of amortization, $134 million of tax credits and $33 million of other tax benefits associated with these investments within “income taxes” on our income statement. During the six months ended June 30, 2025, we recognized $134 million of amortization, $130 million of tax credits and $33 million of other tax benefits associated with these investments within “income taxes” on our income statement.

Principal investments. Our maximum exposure to loss associated with indirect principal investments consists of the investments’ fair value plus any unfunded equity commitments. The fair value of our indirect principal investments totaled $7 million and $9 million at June 30, 2026 and December 31, 2025, respectively. These investments are recorded in “other investments” on our Consolidated Balance Sheets. The table below reflects the size of the private equity funds in which we were invested as well as our maximum exposure to loss in connection with these investments at June 30, 2026, and December 31, 2025.

Unconsolidated VIEs
Dollars in millionsTotal AssetsTotal LiabilitiesMaximum Exposure to Loss
June 30, 2026
Indirect investments$1,516$1$8
December 31, 2025
Indirect investments$1,858$3$10

Through our principal investing entities, we have formed and funded operating entities that provide management and other related services to our investment company funds, which directly invest in portfolio companies. These entities had no assets at June 30, 2026, and December 31, 2025, that can be used to settle the entities’ obligations. The entities had no liabilities at June 30, 2026, and December 31, 2025, and other equity investors have no recourse to our general credit.

Additional information on our indirect and direct principal investments is provided in Note 5 (“Fair Value Measurements”) beginning on page 131 and in Note 12 (“Variable Interest Entities”) beginning on page 151 of our 2025 Form 10-K.

Other unconsolidated VIEs. We are involved with other various entities in the normal course of business which we have determined to be VIEs. We have determined that we are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact their economic performance or hold a variable interest that could potentially be significant. The table below shows our assets and liabilities associated with these unconsolidated VIEs at June 30, 2026, and December 31, 2025. These assets are recorded in “accrued

income and other assets,” “other investments,” “securities available for sale,” “held-to-maturity securities,” and “loans, net of unearned income” on our Consolidated Balance Sheets. Our maximum exposure to loss is equal to the value of the assets recorded. Of the total balance as of June 30, 2026, $16 million related to the purchase of senior notes from a securitization collateralized by sold indirect auto loans. Additional information pertaining to our other unconsolidated VIEs is included in Note 12 (“Variable Interest Entities“) under the heading “Other unconsolidated VIEs” on page 152 of our 2025 Form 10-K.

Other unconsolidated VIEs
Dollars in millionsTotal AssetsTotal Liabilities
June 30, 2026
Other unconsolidated VIEs$452$—
December 31, 2025
Other unconsolidated VIEs$508$—

11. Income Taxes

Income Tax Provision

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

The effective tax rate, which is the provision for income taxes as a percentage of income before income taxes, was 21.6% for the second quarter of 2026 and 21.4% for the second quarter of 2025. The effective tax rates were less than our combined federal and state statutory tax rate of 24.2%, primarily due to income from investments in tax-advantaged assets such as corporate-owned life insurance, tax credits associated with low-income housing investments, and periodic adjustments to our tax reserves.

Deferred Taxes

We had a net deferred tax asset of $1.2 billion at both June 30, 2026 and December 31, 2025, which are included in “accrued income and other assets” on the balance sheet. The deferred tax asset is primarily related to market fluctuations in the investment security portfolio accounted for in other comprehensive income.

To determine the amount of deferred tax assets that are more likely than not to be realized, and therefore recorded, we conduct a quarterly assessment of all available evidence. This evidence includes, but is not limited to, taxable income in prior periods, projected future taxable income, and projected future reversals of deferred tax items. These assessments involve a degree of subjectivity and may undergo change. Based on these criteria, we had a valuation allowance of $5 million at June 30, 2026, and $5 million at December 31, 2025. The valuation allowance is associated with federal and state capital loss carryforwards, and state net operating loss carryforwards.

Unrecognized Tax Benefits

At June 30, 2026, Key’s unrecognized tax benefits were $3 million. As permitted under the applicable accounting guidance for income taxes, it is our policy to recognize interest and penalties related to unrecognized tax benefits in “income tax expense.”

Pre-1988 Bank Reserves Acquired in a Business Combination

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

12. Acquisitions & Discontinued Operations

Acquisitions

Clearwater Corporate Finance LLP. On April 22, 2026, KeyCorp announced a definitive agreement to acquire Clearwater Corporate Finance LLP (Clearwater UK), a leading UK-based middle market investment banking advisory firm. The acquisition closed on August 3, 2026.

Discontinued Operations

Discontinued operations primarily includes our government-guaranteed and private education lending business. At June 30, 2026, and December 31, 2025, approximately $182 million and $205 million, respectively, of education loans are included in discontinued assets on the Consolidated Balance Sheets. Net interest income after provision for credit losses for this business is not material and is included in income (loss) from discontinued operations, net of taxes on the Consolidated Statements of Income.

13. Borrowings

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

Dollars in millionsJune 30, 2026December 31, 2025
Securities sold under repurchase agreements$5$13
Other short-term borrowings3,6801,071

Long-term borrowings

The following table presents the contractual rates and maturity dates of our long-term debt as of June 30, 2026 and the carrying values as of June 30, 2026 and December 31, 2025. We use interest rate swaps and caps, which modify the repricing characteristics of certain long-term debt, to manage interest rate risk. For more information about such financial instruments, see Note 7 (“Derivatives and Hedging Activities”).

June 30, 2026June 30, 2026December 31, 2025
Dollars in millionsStated RateMaturityCarrying Value
Parent Company
Senior notes2.25% - 6.40%2027 - 2037$5,358$4,659
Junior subordinated debentures4.69% - 7.75%2028 - 2037445447
Total parent company$5,803$5,106
Subsidiaries
Senior notes3.76% - 5.85%2027 - 2039$2,210$2,229
Subordinated notes3.90% - 6.95%2028 - 20321,3221,932
Federal Home Loan Bank advances1.39% - 7.36%2026 - 20421,556560
Other long-term debt(a)7690
Total subsidiaries$5,164$4,811
Total long-term debt$10,967$9,917

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

14. Contingent Liabilities and Guarantees

Legal Proceedings

Litigation. From time to time, in the ordinary course of business, we and our subsidiaries are subject to various litigation, investigations, and administrative proceedings. Private, civil litigation may range from individual actions involving a single plaintiff to putative or actual class action lawsuits with potentially thousands of class members, as well as arbitrations and mass arbitrations. Investigations may involve both formal and informal proceedings, by both government agencies and self-regulatory bodies. These matters may involve claims for substantial monetary or non-monetary relief. At times, these matters may present novel claims or legal theories. Due to the complex nature

of these various other matters, it may be years before some matters are resolved. While it is impossible to ascertain the ultimate resolution or range of financial liability, based on information presently known to us, we do not believe there is any matter to which we are a party, or involving any of our properties, that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on our financial condition. We continually monitor and reassess the potential materiality of these litigation matters. We note, however, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution will not exceed established accruals. As a result, the outcome of a particular matter, or a combination of matters, may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.

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

Guarantees

We are a guarantor in various agreements with third parties. The following table shows the types of guarantees that we had outstanding at June 30, 2026. Information pertaining to the basis for determining the liabilities recorded in connection with these guarantees is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Contingencies and Guarantees” beginning on page 115 of our 2025 Form 10-K.

June 30, 2026Maximum Potential Undiscounted Future PaymentsLiability Recorded
Dollars in millions
Financial guarantees:
Standby letters of credit$6,934$72
Recourse agreement with FNMA8,20062
Residential mortgage reserve3,4317
Written options (a)4,00035
Total$22,565$176

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

We determine the payment/performance risk associated with each type of guarantee described below based on the probability that we could be required to make the maximum potential undiscounted future payments shown in the preceding table. We use a scale of low (0% to 30% probability of payment), moderate (greater than 30% to 70% probability of payment), or high (greater than 70% probability of payment) to assess the payment/performance risk, and have determined that the payment/performance risk associated with each type of guarantee outstanding at June 30, 2026, is low. Information pertaining to the nature of each of the guarantees listed below is included in Note 19 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Guarantees” beginning on page 166 of our 2025 Form 10-K.

Standby letters of credit. At June 30, 2026, our standby letters of credit had a remaining weighted-average life of 2.1 years, with remaining actual lives ranging from less than 1 year to 10.0 years.

Recourse agreement with FNMA. At June 30, 2026, the outstanding commercial mortgage loans in this program had a weighted-average remaining term of 5.5 years, and the unpaid principal balance outstanding of loans sold by us as a participant was $25.1 billion. The maximum potential amount of undiscounted future payments that we could be required to make under this program, as shown in the preceding table, is equal to approximately 32.7% of the principal balance of loans outstanding at June 30, 2026. FNMA delegates responsibility for originating, underwriting, and servicing mortgages, and we assume a limited portion of the risk of loss during the remaining term on each commercial mortgage loan that we sell to FNMA. We maintain a reserve for such potential losses of $62 million that we believe approximates the fair value of our liability for the guarantee as described in Note 4 (“Asset Quality”).

Residential Mortgage Banking. At June 30, 2026, the unpaid principal balance outstanding of loans sold by us in this program was $11.4 billion. The maximum potential amount of undiscounted future payments that we could be required to make under this program, as shown in the preceding table, is equal to approximately 30% of the principal balance of loans outstanding at June 30, 2026.

Our liability for estimated repurchase obligations on loans sold, which is included in “accrued expenses and other liabilities” on the Consolidated Balance Sheets, was $7 million at June 30, 2026. For more information on our residential mortgages, see Note 8 (“Mortgage Servicing Assets”).

Written options. In the ordinary course of business, we “write” put options for clients that wish to mitigate their exposure to changes in interest rates and commodity prices. At June 30, 2026, our written put options had an average life of 1.3 years. These written put options are accounted for as derivatives at fair value, as further discussed in Note 7 (“Derivatives and Hedging Activities”).

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

Other Off-Balance Sheet Risk

Other off-balance sheet risk stems from financial instruments that do not meet the definition of a guarantee as specified in the applicable accounting guidance, and from other relationships. Additional information pertaining to types of other off-balance sheet risk is included in Note 19 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Other Off-Balance Sheet Risk” on page 167 of our 2025 Form 10-K.

15. Accumulated Other Comprehensive Income

Our changes in AOCI for the three and six months ended June 30, 2026, and June 30, 2025, are as follows:

Dollars in millionsUnrealized gains (losses) on securities available for saleUnrealized gains (losses) on derivative financial instrumentsNet pension and postretirement benefit costsTotal
Balance at March 31, 2026$(1,888)$(98)$(235)$(2,221)
Other comprehensive income (loss) before reclassification, net of income taxes(51)(103)(1)(155)
Amounts reclassified from AOCI, net of income taxes (a)—20222
Net current-period other comprehensive income (loss), net of income taxes(51)(83)1(133)
Balance at June 30, 2026$(1,939)$(181)$(234)$(2,354)
Balance at March 31, 2025$(2,310)$(241)$(236)$(2,787)
Other comprehensive income (loss) before reclassification, net of income taxes15264(1)215
Amounts reclassified from AOCI, net of income taxes (a)—69271
Net current-period other comprehensive income (loss), net of income taxes1521331286
Balance at June 30, 2025$(2,158)$(108)$(235)$(2,501)
Balance at December 31, 2025$(1,716)$(7)$(237)$(1,960)
Other comprehensive income (loss) before reclassification, net of income taxes(223)(223)—(446)
Amounts reclassified from AOCI, net of income taxes (a)—49352
Net current-period other comprehensive income (loss), net of income taxes(223)(174)3(394)
Balance at June 30, 2026$(1,939)$(181)$(234)$(2,354)
Balance at December 31, 2024$(2,734)$(434)$(302)$(3,470)
Other comprehensive income (loss) before reclassification, net of income taxes57618666828
Amounts reclassified from AOCI, net of income taxes (a)—1401141
Net current-period other comprehensive income (loss), net of income taxes57632667969
Balance at June 30, 2025$(2,158)$(108)$(235)$(2,501)

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

Our reclassifications out of AOCI for the three and six months ended June 30, 2026, and June 30, 2025, are as follows:

Three months ended June 30,Affected Line Item in the Consolidated Statement of Income
Dollars in millions20262025
Unrealized gains (losses) on derivative financial instruments
Interest rate$(28)$(90)Interest income — Loans
Interest rate—(1)Interest expense — Long-term debt
Interest rate1—Investment banking and debt placement fees
(27)(91)Income (loss) from continuing operations before income taxes
(7)(22)Income taxes
$(20)$(69)Income (loss) from continuing operations
Net pension and postretirement benefit costs
Amortization of losses$(3)$(2)Other expense
Amortization of unrecognized prior service credit1—Other expense
(2)(2)Income (loss) from continuing operations before income taxes
——Income taxes
$(2)$(2)Income (loss) from continuing operations
Six months ended June 30,Affected Line Item in the Consolidated Statement of Income
Dollars in millions20262025
Unrealized gains (losses) on derivative financial instruments
Interest rate$(64)$(183)Interest income — Loans
Interest rate(1)(2)Interest expense — Long-term debt
Interest rate1—Investment banking and debt placement fees
(64)(185)Income (loss) from continuing operations before income taxes
(15)(45)Income taxes
$(49)$(140)Income (loss) from continuing operations
Net pension and postretirement benefit costs
Amortization of losses$(5)$(3)Other expense
Amortization of unrecognized prior service credit11Other expense
(4)(2)Income (loss) from continuing operations before income taxes
(1)(1)Income taxes
$(3)$(1)Income (loss) from continuing operations

16. Shareholders' Equity

Comprehensive Capital Plan

On May 13, 2026, our Board of Directors authorized a new share repurchase program pursuant to which KeyCorp may purchase up to $3.0 billion of KeyCorp common shares, through open market purchases, privately negotiated transactions, or other means, including through Rule 10b5-1 plans and other programs, at the discretion of management and on terms that management deems to be advisable. The new repurchase authorization replaced KeyCorp’s previous $1.0 billion share repurchase authorization.

As contemplated by the Investment Agreement, dated as of August 12, 2024, between KeyCorp and Scotiabank, in February 2025, we entered into an agreement with Scotiabank to permit Scotiabank to participate, through a periodic “true-up” right, in any repurchase by KeyCorp of its common stock on a pro rata basis. During the second quarter of 2026, Key completed $341 million, or approximately 16 million shares, in share repurchases including $49 million, or approximately 2 million shares, from Scotiabank pursuant to our repurchase agreement described above. We also repurchased $1 million of shares related to equity compensation programs in the second quarter of 2026.

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

Preferred Stock

The following table summarizes our preferred stock at June 30, 2026.

Preferred stock seriesAmount outstanding (in millions)Book value (net of capital surplus)Shares authorized and outstandingPar valueLiquidation preferenceOwnership interest per depositary shareLiquidation preference per depositary shareSecond quarter 2026 dividends paid per depositary share
5.000% Fixed-to-Floating Rate Perpetual Noncumulative Series D$525$51921,000$1$25,0001/25th$1,000$12.50
6.125% Fixed-to-Floating Rate Perpetual Noncumulative Series E500490500,00011,0001/40th25.382813
5.650% Fixed Rate Perpetual Noncumulative Series F425412425,00011,0001/40th25.353125
5.625% Fixed Rate Perpetual Non-Cumulative Series G450435450,00011,0001/40th25.351563
6.200% Fixed Rate Reset Perpetual Non-Cumulative Series H600590600,00011,0001/40th25.387500

17. Business Segment Reporting

The following is a description of the segments and their primary businesses at June 30, 2026.

Consumer Bank

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

Commercial Bank

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

Other

Other includes various corporate treasury activities such as management of our investment securities portfolio, long-term debt, short-term liquidity and funding activities, and balance sheet risk management, our principal investing unit, and various exit portfolios as well as reconciling items, which primarily represent the unallocated portion of nonearning assets of corporate support functions.

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

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

Effective January 1, 2026, we revised our segment reporting presentation to reflect this residual impact within the Other segment. Previously, these residual amounts were included in net interest income for the Consumer and

Commercial Bank segments. This change aligns segment reporting with how management evaluates performance and manages interest rate risk on a centralized basis and affects only the presentation of segment results. Prior period segment results have been recast to reflect this change in segment reporting presentation. There was no impact on the Company’s consolidated financial statements for any period presented.

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

The table below shows selected financial data for our business segments for the three- and six-month periods ended June 30, 2026, and June 30, 2025. Capital is assigned to each business segment based on a combination of regulatory and economic equity.

Three months ended June 30,Consumer BankCommercial BankOtherTotal Key
Dollars in millions20262025202620252026202520262025
SUMMARY OF OPERATIONS
Net interest income (TE)$757$731$697$649$(196)$(230)$1,258$1,150
Noninterest income2532354114254230706690
Total revenue (TE) (a)1,0109661,1081,074(154)(200)1,9641,840
Provision for credit losses26556784(1)(1)92138
Personnel expense239222203179344304786705
Other direct noninterest expense1381407569218240431449
Support and overhead339331225203(564)(534)——
Income (loss) from continuing operations before income taxes (TE)268218538539(151)(209)655548
Allocated income taxes and TE adjustments6553115116(33)(44)147125
Income (loss) from continuing operations203165423423(118)(165)508423
Income (loss) from discontinued operations, net of taxes————1212
Net income (loss)$203$165$423$423$(117)$(163)$509$425
AVERAGE BALANCES (b)
Loans and leases$33,263$36,138$76,238$69,089$571$488$110,072$105,715
Total assets (a)36,63039,15685,79378,62465,87769,019188,300186,800
Deposits87,39988,00258,89555,9271,2833,517147,577147,446

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

(b)From continuing operations.

Six months ended June 30,Consumer BankCommercial BankOtherTotal Key
Dollars in millions20262025202620252026202520262025
SUMMARY OF OPERATIONS
Net interest income (TE)$1,495$1,437$1,371$1,288$(378)$(470)$2,488$2,255
Noninterest income49246085683581631,4291,358
Total revenue (TE) (a)1,9871,8972,2272,123(297)(407)3,9173,613
Provision for credit losses6697137159(5)—198256
Personnel expense4714403983686605771,5291,385
Other direct noninterest expense271283141146457471869900
Support and overhead682645437402(1,119)(1,047)——
Income (loss) from continuing operations before income taxes (TE)4974321,1141,048(290)(408)1,3211,072
Allocated income taxes and TE adjustments120105239225(68)(87)291243
Income (loss) from continuing operations377327875823(222)(321)1,030829
Income (loss) from discontinued operations, net of taxes————1111
Net income (loss)377327875823(221)(320)1,031830
AVERAGE BALANCES (b)
Loans and leases$33,630$36,476$74,692$68,077$589$486$108,911$105,039
Total assets (a)36,98439,47984,13377,72566,16369,242187,280186,446
Deposits87,59888,15358,91256,6579293,180147,438147,990

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

(b)From continuing operations.

18. Revenue from Contracts with Customers

The following table represents a disaggregation of revenue from contracts with customers, by business segment, for the three- and six-month periods ended June 30, 2026, and June 30, 2025. The development and application of the methodologies that we use to allocate items among our business segments is a dynamic process. Accordingly, financial results may be revised periodically to reflect enhanced alignment of expense base allocations drivers, changes in the risk profile of a particular business, or changes in our organizational structure.

Three months ended June 30, 2026Three months ended June 30, 2025
Dollars in millionsConsumer BankCommercial BankTotal Contract RevenueConsumer BankCommercial BankTotal Contract Revenue
NONINTEREST INCOME
Trust and investment services income$135$19$154$118$18$136
Investment banking and debt placement fees—123123—130130
Service charges on deposit accounts334477353873
Cards and payments income444892444084
Other noninterest income3—32—2
Total revenue from contracts with customers$215$234$449$199$226$425
Other noninterest income (a)$215$235
Noninterest income from other segments(b)4230
Total noninterest income$706$690

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

(b)Other includes other segments that consists of corporate treasury, our principal investing unit, and various exit portfolios as well as reconciling items which primarily represents the unallocated portion of nonearning assets of corporate support functions. Charges related to the funding of these assets are part of net interest income and are allocated to the business segments through noninterest expense. Corporate treasury includes realized gains and losses from transactions associated with Key's investment securities portfolio. Reconciling items also includes intercompany eliminations and certain items that are not allocated to the business segments because they do not reflect their normal operations. Refer to Note 17 (“Business Segment Reporting”) for more information.

Six months ended June 30, 2026Six months ended June 30, 2025
Dollars in millionsConsumer BankCommercial BankTotal Contract RevenueConsumer BankCommercial BankTotal Contract Revenue
NONINTEREST INCOME
Trust and investment services income$264$38$302$231$37$268
Investment banking and debt placement fees—275275—258258
Service charges on deposit accounts67871546874142
Cards and payments income85901758680166
Other noninterest income5—54—4
Total revenue from contracts with customers$421$490$911$389$449$838
Other noninterest income (a)$437$457
Noninterest income from other segments(b)8163
Total noninterest income$1,429$1,358

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

(b)Other includes other segments that consists of corporate treasury, our principal investing unit, and various exit portfolios as well as reconciling items which primarily represents the unallocated portion of nonearning assets of corporate support functions. Charges related to the funding of these assets are part of net interest income and are allocated to the business segments through noninterest expense. Corporate treasury includes realized gains and losses from transactions associated with Key's investment securities portfolio. Reconciling items also includes intercompany eliminations and certain items that are not allocated to the business segments because they do not reflect their normal operations. Refer to Note 17 (“Business Segment Reporting”) for more information.

We had no material contract assets or contract liabilities as of June 30, 2026 and June 30, 2025.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of KeyCorp

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of KeyCorp as of June 30, 2026, the related consolidated statements of income, comprehensive income, changes in equity for the three- and six-month periods ended June 30, 2026 and 2025, the consolidated statements of cash flows for the six-month periods ended June 30, 2026 and 2025, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of KeyCorp as of December 31, 2025, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated February 23, 2026, except for Note 23 and Note 25, as to which the date is June 3, 2026, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

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

keycoverlogoa06.jpg
Cleveland, Ohio
August 4, 2026

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