KeyCorp 三季度 EPS $0.51 超预期并上调全年净息差/贷款指引，但盘中已涨约2.6%、TBV与marked CET1走弱，追高edge不足

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 20, 2026
KeyCorp
(Exact name of registrant as specified in its charter)
Ohio
001-11302
34-6542451
State or other jurisdiction of incorporation or organization:
Commission File Number
I.R.S. Employer Identification Number:
127 Public Square,
Cleveland,
Ohio
44114-1306
Address of principal executive offices:
Zip Code:
(
216
)
689-3000
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, $1 par value
KEY
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)
KEY PrI
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)
KEY PrJ
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)
KEY PrK
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H)
KEY PrL
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02
Results of Operations and Financial Condition
.
On October 20, 2026, KeyCorp issued a press release announcing its financial results for the three- and nine-month periods ended September 30, 2026 (the “Press Release”), and posted on its website its third quarter 2026 Supplemental Information Package (the “Supplemental Information Package”). The Press Release and Supplemental Information Package are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively.
The information in the preceding paragraph, as well as Exhibit 99.1 and Exhibit 99.2 referenced therein, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).
KeyCorp’s Consolidated Balance Sheets and Consolidated Statements of Income (collectively, the “Financial Statements”), included as part of the Press Release, are filed as Exhibit 99.3 to this report. Exhibit 99.3 is deemed “filed” for purposes of Section 18 of the Exchange Act and, therefore, may be incorporated by reference in filings under the Securities Act.
Item 9.01
Financial Statements and Exhibits
.
(d)
Exhibits
The following exhibits are furnished, or filed in the case of Exhibit 99.3, herewith:
99.1
Press Release, dated October 20, 2026, announcing financial results for the three- and nine-month period ended September 30, 2026
99.2
Supplemental Information Package reviewed during the conference call and webcast.
99.3
Financial Statements.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KEYCORP
(Registrant)
Date: October 20, 2026
/s/ Stacy L. Gilbert
By: Stacy L. Gilbert
Chief Accounting Officer

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EX-99.2
3
a3q26earningspresentatio.htm
EX-99.2
a3q26earningspresentatio
KeyCorp Third Quarter 2026 Earnings Review October 20, 2026
+$3.6Bn Average deposit growth QoQ 55 bps NPAs / loans + OREO decreased 19 bps QoQ 3Q26 Results Reflect Continued Momentum +12% Collective growth of priority fee-based businesses(1) 3Q26 vs. 3Q25 +27% Investment banking & debt placement fee growth QoQ 32 bps NCOs / average loans decreased 10 bps QoQ 15%+ Return on tangible common equity(2) Note: Loan data reflects loans held for investment (1) Priority fee-based businesses include Wealth Management, Investment Banking, and Commercial Payments; (2) Non-GAAP measure: see appendix for reconciliation $1.3Bn 2026 planned share repurchases ($320MM repurchased in 3Q26) Deposit & Loan Momentum Return On and Return Of CapitalRisk Management Excellence Differentiated Fee Businesses 2 +5% Period-end C&I loan growth QoQ
Financial Review
$ in millions, excluding per share metrics From continuing operations, unless otherwise noted Reported QoQ Δ YoY Δ EPS $0.51 16 % 24 % Net interest income(1),(2) $1,308 4 % 10 % Noninterest income $744 5 % 6 % Revenue(1),(2) $2,052 4 % 8 % Noninterest expense $1,245 2 % 5 % Provision for credit losses $61 (34) % (43) % CET1(4) 11.1% ~(10) bps ~(70) bps Cash efficiency ratio(1) 60.6% (129) bps (154) bps ROTCE(1) 15.1% 222 bps 260 bps Tangible book value per common share $12.35 (9) % (8) % • EPS of $0.51, up 24% YoY • Record revenue of $2.04Bn, up 8% YoY; Taxable-equivalent revenue(1) of $2.05Bn ◦ Net interest income(1) up 10% YoY and 4% QoQ ◦ NIM(2) of 2.95%, up 20 bps YoY and 6 bps QoQ ◦ Noninterest income up 6% YoY, driven by strong growth across priority fee-based businesses • Noninterest expenses up 5% YoY, excluding a select item in 3Q25(3) • NCOs of 32 bps, down 10 bps both YoY and QoQ ◦ Provision for credit losses of $61MM; reserve release of $28MM • CET1 ratio of 11.1%(4) ◦ Marked CET1 ratio of 9.0%(1),(4) • ROTCE(1) of 15.1%, up 260 bps YoY • Repurchased $320MM of common stock (1) Non-GAAP measure: see appendix for reconciliation; (2) Taxable-equivalent basis; (3) Reflects comparison of adjusted metrics. Non-GAAP measure: see appendix for reconciliation; (4) 9/30/2026 ratio is estimated 3Q26 Highlights 4 (3) (3) (3) (3)
Strong C&I Performance Driving Loan Growth Average Loans $ in billions • Average loans up $1.5Bn (+1.4%), driven by: ◦ Higher C&I(1) loans (+3.7%) ◦ Partially offset by a decline in total consumer loans (-2.0%), reflective of the intentional run-off of low-yielding loans Sequential Change in Ending Balances by Type • ~71% variable rate, or 36% after adjusting for loans swapped to a fixed rate; loan yields would have been 5.52% excluding the impact from hedges(5) • ~57% of the C&I portfolio is investment grade; Consumer book has a 766 weighted average FICO at origination • C&I line utilization: 33.1% (up ~200 bps from 2Q26, reflecting client investments into their businesses) $110.4 $3.3 $(0.1) $(0.1) $(0.3) $(0.3) $113.0 6/30/26 C&I CRE Comm'l lease Residential mortgage Other consumer 9/30/26 Note: Loan data reflects loans held for investment; Graphs may not foot due to rounding (1) Commercial and industrial average balances include $204 million of assets from commercial credit cards; (2) Loan balances include $203 million of commercial credit card balances at 9/30/2026; (3) CRE includes real estate – commercial mortgage and real estate – construction; (4) Other Consumer includes home equity loans, credit cards, and other consumer loans; (5) Non-GAAP measure: see appendix for reconciliation $106.2 $106.3 $107.7 $110.1 $111.6 $75.4 $76.0 $78.1 $81.0 $83.1 $30.8 $30.3 $29.7 $29.1 $28.5 5.51% 5.41% 5.35% 5.35% 5.42% Commercial Consumer Loan Yield 3Q25 4Q25 1Q26 2Q26 3Q26 Versus Prior Quarter Portfolio Highlights (4) (3)(2) 5
• Average deposits up $3.6Bn (+2.4%), driven by: ◦ Growth in demand deposits (+2.9%) and money market deposits (+2.7%), as well as an increase in noninterest-bearing deposits (+1.6%) • Total deposit costs increased by 3 bps, with total interest-bearing deposit costs increasing 3 bps to 2.04% 37% 16%6% 28% 10% 3% Treasury / other • Client deposits up 1.6% year-over-year and 1.9% sequentially • Noninterest-bearing deposits were 19% of total deposits, or 24% including hybrids • Commercial deposit balances driven by relationship clients ◦ 81% of balances within an operating account ◦ 95% from clients with an operating account • Loan-to-deposit ratio: 74%(3) 42% 29% 19% 8% 3% Time deposits Savings Noninterest- bearing IB demand Consumer ex term products MMDA Managed commercial Indexed commercial Wealth Consumer term products(2) 24% including hybrid accounts $150.4 $150.7 $147.3 $147.6 $151.2 $87.7 $87.7 $87.8 $87.4 $87.4 $58.5 $60.5 $58.9 $58.9 $60.7 1.97% 1.81% 1.65% 1.63% 1.66% Consumer Commercial Other Total Deposit Cost 3Q25 4Q25 1Q26 2Q26 3Q26 3Q26 Product Mix Reflects average deposits 6Delivering Accelerated Client Deposit Growth Note: Graphs may not foot due to rounding (1) Other includes treasury brokered deposits and other deposits; (2) Includes MMDA promos and retail CDs; (3) Represents period-end consolidated total loans and loans held for sale divided by period-end consolidated total deposits Average Deposits $ in billions (1) Versus Prior Quarter Deposit Franchise Highlights 6 3Q26 Interest-Bearing Mix Reflects average deposits
Net Interest Income Growth and Margin Expansion $1,193 $1,223 $1,230 $1,258 $1,308 2.75% 2.82% 2.87% 2.89% 2.95% Net interest income Net interest margin 3Q25 4Q25 1Q26 2Q26 3Q26 $1,258 $14 $13 $11 $8 $3 $1,308 Loan growth Funding optimization Securities & swap repricing Day count Yield/cost & other 2.89% 0 bps 3 bps 2 bps 0 bps 1 bp 2.95% Loan growth Funding optimization Securities & swap repricing Day count Yield/cost & other 2Q26 3Q26 2Q26 3Q26 (1))(1) +10% NIM Walk(1) NII Walk(1) +4% Note: NII and NIM walks may not foot due to rounding (1) Net interest income and net interest margin on a taxable-equivalent basis, and non-GAAP measure: see appendix for reconciliation 7 $ in millions
• Noninterest income up $38MM (+5%) vs prior quarter driven by: ◦ Higher investment banking and debt placement fees driven by higher M&A fees and syndications • Noninterest income up $42MM (+6%) vs prior year driven by: ◦ Higher investment banking and debt placement fees driven by higher M&A fees, and increased trust and investment services income $702 $782 $723 $706 $744 3Q25 4Q25 1Q26 2Q26 3Q26 3Q26 QoQ Δ YoY Δ Investment banking and debt placement $214 27 % 16 % Trust and investment services $165 4 % 10 % Cards and payments $93 (1) % 8 % Service charges on deposits $79 3 % 5 % Corporate services $72 (10) % — Commercial mortgage servicing $53 8 % (27) % Other(1) $68 (13) % 10 % Total noninterest income $744 5 % 6 % (1) Other includes Corporate-owned life insurance income, Consumer mortgage income, Operating lease income and other leasing gains, Net securities gains (losses), and Other income Fee Growth Led by Investment Banking Highlights Noninterest Income Trend $ in millions 8
• Noninterest expense up $28MM (+2%) vs prior quarter driven by: ◦ Higher personnel expense due to incentive compensation and investments in teammates ◦ Continued investments in technology • Noninterest expense up $68MM (+6%) vs prior year driven by: ◦ Higher personnel expense related to continued investments in front- line bankers, employee benefits, and incentive compensation $1,177 $1,241 $1,181 $1,217 $1,245 $742 $790 $743 $786 $815 $440 $472 $438 $431 $430 Personnel Non-personnel Selected Items 3Q25 4Q25 1Q26 2Q26 3Q26 Expenses Remain Well Managed (2) (1) See slide 19 for breakout of "Selected Items Impact on Earnings"; (2) Reflects comparison of adjusted metrics. Non-GAAP measure: see appendix for reconciliation $(21)(1) 3Q26 QoQ Δ YoY Δ Personnel expense $815 4 % 10 % Computer processing $116 7 % 10 % Net occupancy $67 (1) % 3 % Business services and professional fees $46 — 5 % Marketing $23 5 % 5 % Equipment $21 (5) % 5 % Operating lease expense $6 (14) % (33) % Other expense $151 (4) % (11) % Total noninterest expense $1,245 2 % 6 % $(5)(1) Highlights Noninterest Expense Trend $ in millions 9 5% excluding a select item in 3Q25(2)
0.24% 0.21% 0.13% 0.12% 0.14% 0.10% 0.09% 0.14% 0.08% 0.07% 30-89 days delinquent 90+ days delinquent 3Q25 4Q25 1Q26 2Q26 3Q26 $5,871 $5,373 $5,370 $5,398 $5,553 5.5% 5.0% 4.9% 4.9% 4.9% Criticized assets Criticized assets ratio 3Q25 4Q25 1Q26 2Q26 3Q26 Note: Loan data reflects loans held for investment (1) Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets; (2) Criticized loan and lease outstandings to period-end total loans $668 $627 $692 $818 $627 0.63% 0.59% 0.63% 0.74% 0.55% NPAs NPA ratio 3Q25 4Q25 1Q26 2Q26 3Q26 $114 $104 $101 $115 $89$107 $108 $106 $92 $61 0.42% 0.39% 0.38% 0.42% 0.32% NCOs Provision for credit losses NCOs to average loans 3Q25 4Q25 1Q26 2Q26 3Q26 (1) Net Charge-Offs (NCOs) & Provision for Credit Losses $ in millions Nonperforming Assets (NPAs) Ratio(1) $ in millions Delinquencies to Period-End Total Loans From continuing operations Criticized Assets Ratio(2) $ in millions; from continuing operations Strong Credit Quality (2) 10
• Repurchased $320MM of common shares at an average price of $22.57 per share in the third quarter • Expect to repurchase $1.3Bn in 2026 8.1% 8.4% 8.0% 7.7% 6.9% 3Q25 4Q25 1Q26 2Q26 3Q26 Common Equity Tier 1 Ratio Tangible Common Equity Ratio(2) Disciplined Capital Management (1) 9/30/2026 ratio is estimated; (2) Non-GAAP measure: see appendix for reconciliation 11.8% 11.8% 11.4% 11.2% 11.1%10.3% 10.4% 10.0% 9.8% 9.0% Common Equity Tier 1 Ratio Marked Common Equity Tier 1 Ratio 3Q25 4Q25 1Q26 2Q26 3Q26 (1) (1),(2) 11.2% 35 bps (21) bps (14) bps (12) bps 11.1% 2Q26 Net income available to common Share repurchases Dividends RWA 3Q262Q26 3Q26 Common Equity Tier 1 Walk(1) Share Repurchase Activity 11
$ in millions, unless otherwise stated FY2026 (vs. FY2025) On an operating basis Revenue(1),(2) (FY25 baseline: $7,513) up ~8% Net interest income(1),(2) (FY25 baseline: $4,671) up ~10% (previously up 9 – 11%) Net interest margin(2) 4Q exit rate: ~3.00% Average earning assets up $1.5Bn - $2Bn from 3Q26(3) Noninterest income (FY25 baseline: $2,842) up 4 – 5% Noninterest income on an adjusted basis(1) (FY25 baseline: $2,495)(4) up 6 – 7%(4) Adjusted noninterest expense(1) (FY25 baseline: $4,729)(5) up ~4% Average loans (FY25 baseline: $105.7Bn) up ~5% (previously up 4 – 5%) Average commercial loans (FY25 baseline: $74.5Bn) up ~10% (previously up 8 – 10%) NCOs to average loans 37 – 39 bps (previously 40 – 45 bps) Tax rate GAAP tax rate: ~22% Tax-equivalent effective rate(6): ~23% 16 – 19% ROTCE 9.5 – 10% Marked CET1 3.25%+ / 15%+ NIM and ROTCE Note: Loan data reflects loans held for investment (1) Represents a forward-looking non-GAAP measure: refer to slide 20, "Forward-Looking Statements and Additional Information", for more information; (2) Taxable-equivalent basis; (3) Excludes AFS securities mark; (4) Excluding Commercial mortgage servicing fees, Operating lease income, Other leasing gains, Other income and net securities gains (losses); (5) Non-GAAP measure: adjusted noninterest expense for 2025 excludes a $26MM benefit from the FDIC special assessment. See slide 19 for breakout of "Selected Items Impact on Earnings"; (6) Reflects the estimated full year taxable-equivalent adjustment 2026 Outlook Long-Term Targets(1) 4Q27 Targets(1) 12
Appendix
Loan Composition(2) $47.5 $47.8 $48.2 $47.9 $47.4 $7.2 $8.1 $8.8 $9.4 $9.5 $40.3 $39.8 $39.4 $38.5 $38.0 3.75% 3.69% 3.64% 3.67% 3.73% Average HTM securities Average AFS securities Average yield 3Q25 4Q25 1Q26 2Q26 3Q26 $ in billions 4Q26 1Q27 2Q27 3Q27 4Q27 2027 Projected receive-fixed swaps maturities $1.9 $2.0 $2.7 $2.6 $3.4 $10.7 Weighted-average rate received (%) 2.73% 2.89% 2.62% 2.63% 3.67% 3.01% Projected residential mortgages $0.4 $0.3 $0.4 $0.4 $0.4 $1.5 Weighted-average rate received (%) 3.48% 3.52% 3.54% 3.58% 3.62% 3.57% Projected fixed-rate investment securities cash flows / maturities $1.8 $1.9 $1.9 $2.1 $1.7 $7.7 Weighted-average rate received (%) 4.17% 3.87% 4.08% 4.09% 4.26% 4.07% Total low-yielding fixed-rate assets $4.1 $4.2 $5.0 $5.1 $5.5 $19.9 Weighted-average rate received (%) 3.43% 3.38% 3.25% 3.31% 3.85% 3.46% 26% 25% 12% 7% 29% 1% (1) Fixed-Rate Asset Repricing Tailwinds – 4Q26 through 2027 Average Total Investment Securities $ in billions Balance Sheet Management Detail Fixed Prime O/N SOFR 1M SOFR 3M SOFR Other (1) Yield is calculated on an amortized cost basis; (2) Based on 9/30/2026 period-end balances; chart may not foot due to rounding 14
• Executed $2.3Bn of spot-starting receive-fixed swaps and $6.8Bn of forward-starting receive-fixed swaps in 3Q26 with W.A. receive-fixed rates of 4.2% and 4.1%, respectively • Forward-starting cash flow hedges of $10.0Bn – W.A. receive-fixed rate: 4.0% ◦ $2.5Bn starting in 3Q27 (4.0% W.A. receive-fixed rate) ◦ $3.0Bn starting in 4Q27 (4.0% W.A. receive-fixed rate) ◦ $3.3Bn starting in 1Q28 (4.1% W.A. receive-fixed rate) ◦ $1.3Bn starting in 2Q28 (4.1% W.A. receive-fixed rate)3.5% 3.5% 3.6% 3.7% 3.8% 3.8% 3.8% 4Q26 1Q27 2Q27 3Q27 4Q27 YE27 $1.9 $2.0 $2.7 $2.6 $3.4 $10.7 2.7% 2.9% 2.6% 2.6% 3.7% 3.0% W.A. receive- fixed rate Maturing swaps W.A. receive-fixed rate Note: May not foot due to rounding (1) AFS securities swapped to floating rate Other Hedge Positions 9/30/2026 Debt hedges $8.9 Securities hedges(1) $9.2 Hedging Strategy Opportunity 3Q26 ALM Hedge ActionsReceive-Fixed Asset Swaps Includes forward-starting swaps and accruing portfolio as of 9/30/2026 $ in billions, ending balances $50.4 $48.5 $46.5 $43.8 $41.2 $37.8 $37.8 3Q26 4Q26 1Q27 2Q27 3Q27 4Q27 YE27 Forward-Starting Swaps as of 9/30/2026 15
Preferred Dividends 16 KeyCorp Preferred Stock Preferred Dividend Schedule(1) $ in millions 2Q26 3Q26 4Q26 Series D $6.6 $6.6 — Series D Call Premium — $5.9 — Series E $7.7 $7.7 $7.7 Series F $6.0 $6.0 $6.0 Series G $6.3 $6.3 $6.3 Series H $9.3 $9.3 $9.3 Total $36 $42 $29 Series E • Structure: Fixed-to-float perpetual noncumulative (PerpNC-10) • Outstanding: $500MM • Dividend: 6.125% until December 15, 2026 ◦ 3-mo term SOFR + 4.15% from December 15, 2026 • Callable Dates: December 15, 2026 (quarterly thereafter) Series F • Structure: Fixed-rate perpetual noncumulative (PerpNC-5) • Outstanding: $425MM • Dividend: 5.65% (fixed for life) • Callable Dates: December 15, 2026 (quarterly thereafter) Series G • Structure: Fixed-rate perpetual noncumulative (PerpNC-5) • Outstanding: $450MM • Dividend: 5.625% (fixed for life) • Callable Dates: December 15, 2026 (quarterly thereafter) Series H • Structure: Fixed-rate reset perpetual noncumulative (PerpNC-5) • Outstanding: $600MM • Dividend: 6.20% until December 15, 2027 ◦ 5-year Treasury rate + 3.132% from December 15, 2027 • Callable Dates: December 15, 2027 (quarterly thereafter) (1) Preferred dividends based on currently outstanding series of preferred shares and does not reflect potential future exercise of option to call
Allowance for Loan Losses to Non-Performing Loans(2) 288% 159% —% 82% 54% —% —% C&I CRE Comm'l lease Resi mtg Home equity Credit cards Other consumer $1,736 $1,740 $1,745 $1,722 $1,694 1.64% 1.63% 1.60% 1.56% 1.50% ACL ACL to period-end loans 3Q25 4Q25 1Q26 2Q26 3Q26 5.60% 9.47% 2.76% 0.62% 1.51% 1.67% 0.31% C&I CRE Comm'l lease Resi mtg Home equity Credit cards Other consumer 0.39% 0.10% 0.00% 3.60% 1.26% C&I CRE Comm'l lease Resi mtg Home equity Credit cards Other consumer (3) (5) N/M = Not Meaningful Note: Loan data reflects loans held for investment Note: All metrics are as of 9/30/2026 unless otherwise noted; (1) Net loan charge-off amounts are annualized in calculation; (2) Ratios calculated using unrounded figures and therefore may not foot to calculation using rounded figures presented in chart; (3) Commercial and industrial average balances include $204 million of assets from commercial credit cards; (4) Criticized loan and lease outstandings to period-end total loans; (5) Loan balances include $203 million of commercial credit card balances at 9/30/2026 N/M N/MN/M NCOs to Average Loans(1),(2) Criticized Asset Ratio(2),(4) Allowance for Credit Losses (ACL) $ in millions Credit Quality by Portfolio 17 (0.00)% (0.02)%
$ in millions 9/30/2026 6/30/2026 3/31/2026 12/31/2025 9/30/2025 Net interest income (GAAP) $ 1,300 $ 1,250 $ 1,222 $ 1,215 $ 1,184 Add: Taxable-equivalent adjustment 8 8 8 8 9 Net interest income TE (non-GAAP) (A) $ 1,308 $ 1,258 $ 1,230 $ 1,223 $ 1,193 Net income (loss) attributable to Key common shareholders (GAAP) (B) $ 537 $ 473 $ 486 $ 475 $ 453 Average Key shareholders' equity (GAAP) $ 19,307 $ 19,947 $ 20,392 $ 20,388 $ 19,664 Less: Average intangible assets 2,796 2,756 2,758 2,762 2,767 Average preferred stock 2,409 2,500 2,500 2,500 2,500 Average tangible common equity (non-GAAP) (C) $ 14,102 $ 14,691 $ 15,134 $ 15,126 $ 14,397 Key shareholders' equity (GAAP) $ 17,809 $ 19,798 $ 19,987 $ 20,381 $ 20,102 Less: Intangible assets 2,814 2,755 2,757 2,760 2,765 Preferred stock (1) 1,927 2,446 2,446 2,446 2,446 Tangible common equity (non-GAAP) (D) $ 13,068 $ 14,597 $ 14,784 $ 15,175 $ 14,891 Total assets (GAAP) $ 193,102 $ 191,317 $ 188,663 $ 184,381 $ 187,409 Less: Intangible assets 2,814 2,755 2,757 2,760 2,765 Tangible assets (non-GAAP) (E) $ 190,288 $ 188,562 $ 185,906 $ 181,621 $ 184,644 Tangible common equity to tangible assets ratio (non-GAAP) (D/E) 6.87 % 7.74 % 7.95 % 8.36 % 8.06 % Return on average tangible common equity consolidated (non-GAAP) (B/C) 15.11 % 12.91 % 13.02 % 12.46 % 12.48 % Common equity tier 1 (F) $ 17,037 $ 17,016 $ 17,038 $ 17,195 $ 17,050 Add: AFS and Pension AOCI (loss) (3,224) (2,154) (2,152) (2,028) (2,176) Marked common equity tier 1 (non-GAAP) (G) (2) $ 13,813 $ 14,862 $ 14,886 $ 15,167 $ 14,874 Risk-weighted assets (H) (3) $153,761 $152,068 $149,338 $145,933 $144,428 Common equity tier 1 ratio (F/H) (3) 11.1 % 11.2 % 11.4 % 11.8 % 11.8 % Marked CET1 ratio (non-GAAP) (G/H) (2),(3) 9.0 % 9.8 % 10.0 % 10.4 % 10.3 % Income (loss) from continuing operations attributable to Key common shareholders (GAAP) (I) $ 537 $ 472 $ 486 $ 474 $ 454 Plus: Selected items (net of tax)(4) — — — (16) (4) Net income (loss) from continuing operations attributable to Key common shareholders, excluding selected items (non-GAAP) (J) $ 537 $ 472 $ 486 $ 458 $ 450 Return on average tangible common equity from continuing operations (non-GAAP) (I/C) 15.11 % 12.89 % 13.02 % 12.43 % 12.51 % Adjusted return on average tangible common equity from continuing operations excluding selected items (non-GAAP) (J/C) 15.11 % 12.89 % 13.02 % 12.01 % 12.40 % Noninterest income (GAAP) (K) $ 744 $ 706 $ 723 $ 782 $ 702 Plus: Selected items(4) — — — — — Adjusted noninterest income (non-GAAP) (L) $ 744 $ 706 $ 723 $ 782 $ 702 Noninterest expense (GAAP) (M) $ 1,245 $ 1,217 $ 1,181 $ 1,241 $ 1,177 Less: Intangible asset amortization 2 2 2 5 5 Noninterest expense less intangible asset amortization (non-GAAP) (N) $ 1,243 $ 1,215 $ 1,179 $ 1,236 $ 1,172 Plus: Selected items(4) (O) — — — 21 5 Adjusted noninterest expense less intangible asset amortization (non-GAAP) (P) $ 1,243 $ 1,215 $ 1,179 $ 1,257 $ 1,177 Adjusted noninterest expense (non-GAAP) (M+O) $ 1,245 $ 1,217 $ 1,181 $ 1,262 $ 1,182 Total taxable-equivalent revenue (non-GAAP) (A+K) = (Q) $ 2,052 $ 1,964 $ 1,953 $ 2,005 $ 1,895 Total adjusted taxable-equivalent revenue (non-GAAP) (A+L) 2,052 1,964 1,953 2,005 1,895 Cash efficiency ratio (non-GAAP) (N/Q) 60.58 % 61.86 % 60.37 % 61.65 % 61.85 % Adjusted cash efficiency ratio (non-GAAP) (P/Q) 60.58 % 61.86 % 60.37 % 62.69 % 62.11 % Pre-provision net revenue from continuing operations (non-GAAP) (A+K-M) $ 807 $ 747 $ 772 $ 764 $ 718 Plus: Selected items(4) — — — (21) (5) Adjusted pre-provision net revenue from continuing operations (non-GAAP) $ 807 $ 747 $ 772 $ 743 $ 713 Diluted EPS from continuing operations attributable to Key common shareholders (GAAP) $0.51 $0.44 $0.44 $0.43 $0.41 Plus: EPS impact of selected items (4) — — — (0.01) — Diluted EPS from continuing operations attributable to Key common shareholders - adjusted (non-GAAP) (5) $ 0.51 $ 0.44 $ 0.44 $ 0.41 $ 0.41 Loan yields excluding impact from hedges(6) Loan yield 5.42 % 5.35 % 5.35 % 5.41 % 5.51 % Less: Loan yield impact of realized hedge gains/(losses) (0.10) % (0.10) % (0.15) % (0.28) % (0.36) % Loan yield excluding impact from hedges 5.52 % 5.45 % 5.50 % 5.69 % 5.87 % (1) Net of capital surplus; (2) Under the current applicable regulatory capital rules, Key has made the AOCI opt out election, which enables us to exclude components of AOCI from regulatory capital, notably the AOCI relative to securities and pension. Marked CET1 ratio is a non-GAAP measure and is calculated based on Common Equity Tier 1 capital, inclusive of the AOCI impact from securities and pension, divided by risk weighted assets; (3) Amounts and ratios as of September 30, 2026 are estimated; (4) See slide 19 for breakout of "Selected Items Impact on Earnings"; (5) Earnings per share may not foot due to rounding; (6) Loan Yields Excluding Impact from Hedges is a non-GAAP metric and is calculated by excluding losses realized on derivatives which hedge the interest rate risk of our loans. We believe this metric is meaningful as it provides information on loan yields excluding the impacts of hedge-related interest rate risk management programs GAAP to Non-GAAP Reconciliation 18
(1) Favorable (unfavorable) impact; (2) Impact to EPS reflected on a fully diluted basis; (3) In November 2023, the FDIC issued a final rule implementing a special assessment on insured depository institutions to recover the loss to the FDIC’s deposit insurance fund (DIF) associated with protecting uninsured depositors following the 2023 closures of Silicon Valley Bank and Signature Bank. KeyCorp recorded the initial loss estimate related to the special assessment during the fourth quarter of 2023. Amounts reflected in this table represent adjustments from initial estimates based on quarterly invoices received from the FDIC; (4) Earnings per share may not foot due to rounding Selected Items Impact on Earnings $ in millions, except per share amounts After-tax at marginal rate(1) Quarter to date results Pretax(1) Amount Net Income EPS(2)(4) Three months ended September 30, 2026 No items $ — $ — $ — Three months ended June 30, 2026 No items — — — Three months ended March 31, 2026 No items — — — Three months ended December 31, 2025 FDIC special assessment (other expense)(3) 21 16 0.01 Three months ended September 30, 2025 FDIC special assessment (other expense)(3) 5 4 — Year to date results Nine months ended September 30, 2026 No items $ — $ — $ — Nine months ended September 30, 2025 FDIC special assessment (other expense)(3) 5 4 — Selected Items Impact on Earnings 19
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “seek,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible,” “potential,” “strategy,” “opportunities,” or “trends,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are based on assumptions that involve risks and uncertainties, which are subject to change based on various important factors (some of which are beyond KeyCorp’s control). Actual results may differ materially from current projections. Actual outcomes may differ materially from those expressed or implied as a result of the factors described under “Forward-looking Statements” and “Risk Factors” in KeyCorp’s Annual Report on Form 10-K for the year ended December 31, 2025, and in subsequent filings of KeyCorp with the Securities and Exchange Commission (the “SEC”). Such forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events. For additional information regarding KeyCorp, please refer to our SEC filings available at www.key.com/ir. Non-GAAP Measures. This presentation contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Key’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the appendix to this presentation, the financial supplement, or the press release related to this presentation, all of which can be found on Key’s website (www.key.com/ir). Forward-Looking Non-GAAP Measures. From time to time we may discuss forward-looking non-GAAP financial measures. We are unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measures because we are unable to provide, without unreasonable effort, a meaningful or accurate calculation or estimation of amounts that would be necessary for the reconciliation due to the complexity and inherent difficulty in forecasting and quantifying future amounts or when they may occur. Such unavailable information could be significant for future results. Annualized Data. Certain returns, yields, performance ratios, or quarterly growth rates are presented on an “annualized” basis. This is done for analytical and decision-making purposes to better discern underlying performance trends when compared to full-year or year-over-year amounts. Taxable-Equivalent. Income from tax-exempt earning assets is increased by an amount equivalent to the taxes that would have been paid if this income had been taxable at the federal statutory rate. This adjustment puts all earning assets, most notably tax-exempt municipal securities, and certain lease assets, on a common basis that facilitates comparison of results to results of peers. Earnings Per Share Equivalent. Certain income or expense items may be expressed on a per common share basis. This is done for analytical and decision-making purposes to better discern underlying trends in total consolidated earnings per share performance excluding the impact of such items. When the impact of certain income or expense items is disclosed separately, the after-tax amount is computed using the marginal tax rate, unless otherwise specified, with this then being the amount used to calculate the earnings per share equivalent. GAAP: Generally Accepted Accounting Principles Forward-looking Statements and Additional Information 20

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EX-99.1
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EX-99.1
Document
KEYCORP REPORTS THIRD QUARTER 2026 NET INCOME OF $537 MILLION,
OR $0.51 PER DILUTED COMMON SHARE; DILUTED EPS INCREASED 24% YEAR-OVER-YEAR
Record revenue of $2.04 billion, up 8% year-over-year and 4% sequentially
Net interest margin of 2.95%, up 20 basis points year-over-year and 6 basis points sequentially
Deposit growth outpaced loan growth - average deposits increased $3.6 billion sequentially while average loans held for investment increased $1.5 billion
Investment banking and debt placement fees up 27% sequentially
Common Equity Tier 1 ratio of 11.1%
(a)
; repurchased $320 million of common shares during the quarter
Generated a return on tangible common equity
(b)
exceeding 15%
CLEVELAND, October 20, 2026 - KeyCorp (NYSE: KEY) announced third quarter of 2026 net income from continuing operations attributable to Key common shareholders of $537 million, or $0.51 per diluted common share. For the second quarter of 2026, net income from continuing operations attributable to Key common shareholders was $472 million, or $0.44 per diluted common share. For the third quarter of 2025, KeyCorp reported net income from continuing operations attributable to Key common shareholders of $454 million, or $0.41 per diluted common share, or adjusted net income of $450 million, or $0.41 per diluted common share
(b)
. The third quarter of 2025 included a $4 million after-tax benefit related to the updated FDIC special assessment
(c)
.
Comments from Chairman and CEO, Chris Gorman
"Our third quarter results reflect the strength of Key's relationship-driven franchise, the disciplined execution of our strategy, and the momentum we are building across the business. We delivered record revenue and record pre-provision net revenue
(b)
, while generating a return on tangible common equity exceeding 15%
(b)
. These results reinforce our confidence in achieving and sustaining a return on tangible common equity of 15%+ by the end of 2027.
Our performance this quarter demonstrates the power of our balanced business model. Average deposit balances increased $3.6 billion sequentially, supporting continued net interest margin expansion. Our capital markets team delivered strong results with investment banking and debt placement fees increasing 27% sequentially. Concurrently, we maintained our disciplined approach to risk management, evidenced by broad-based improvement in credit quality metrics, including lower net charge-offs and nonperforming assets.
Client engagement remains strong, supported by a constructive economic environment and continued confidence among the businesses and communities we serve. We continue to see opportunities to deepen client relationships, capture additional share of wallet, and drive sustainable growth across the franchise. Key is well positioned to perform across a broad range of economic scenarios, supported by our solid capital levels, strong liquidity profile, and well-diversified business mix.
The ongoing investments we have made in teammates and technology are translating into stronger performance today while concurrently positioning us for greater value in the future. Looking ahead, we remain focused on executing with discipline, capturing the significant organic growth opportunities across our franchise, and delivering significant value for all our stakeholders."
(a)
September 30, 2026 ratio is estimated.
(b)
The table entitled “GAAP to Non-GAAP Reconciliations” in the attached financial supplement presents the computations of certain financial measures. The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.
(c)
See table on page 24 for more information on Selected Items Impact on Earnings.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 2
Selected Financial Highlights
Dollars in millions, except per share data
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Income (loss) from continuing operations attributable to Key common shareholders
$
537
$
472
$
454
13.8
%
18.3
%
Income (loss) from continuing operations attributable to Key common shareholders per common share — assuming dilution
0.51
0.44
0.41
15.9
24.4
Book value at period end
15.01
16.19
15.86
(7.3)
(5.4)
Return on average tangible common equity from continuing operations
(a)
15.11
%
12.89
%
12.51
%
222 bps
260 bps
Return on average total assets from continuing operations
1.21
1.08
1.04
13
17
Common Equity Tier 1 ratio
(b)
11.1
11.2
11.8
(10)
(70)
Net interest margin (TE) from continuing operations
2.95
2.89
2.75
6
20
(a)
The table entitled “GAAP to Non-GAAP Reconciliations” in the attached financial supplement presents the computations of certain financial measures related to “tangible common equity.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.
(b)
September 30, 2026 ratio is estimated.
TE = Taxable-equivalent
INCOME STATEMENT HIGHLIGHTS
Revenue
Dollars in millions
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Net interest income
$
1,300
$
1,250
$
1,184
4.0
%
9.8
%
Noninterest income
744
706
702
5.4
6.0
Total revenue
2,044
1,956
1,886
4.5
%
8.4
%
Taxable-equivalent adjustment
8
8
9
0.0
%
(11.1)
%
Total revenue (TE)
(a)
$
2,052
$
1,964
$
1,895
4.5
%
8.3
%
Net interest income (TE)
(a)
$
1,308
$
1,258
$
1,193
4.0
%
9.6
%
(a)     The table entitled “GAAP to Non-GAAP Reconciliations” in the attached financial supplement presents the computations of certain financial measures. The table
reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.
TE = Taxable-equivalent
Taxable-equivalent net interest income was $1.31 billion for the third quarter of 2026 and the net interest margin was 2.95%. Compared to the third quarter of 2025, net interest income increased by $115 million, and the net interest margin increased by 20 basis points. These increases reflect a reduction in deposit costs as a result of declining interest rates and proactive deposit beta management, the reinvestment of proceeds from maturing low-yielding investment securities and fixed-rate swaps into higher yielding investments, an expanding balance sheet, and a continued strategic shift towards higher-yielding commercial and industrial loans. These benefits were partially offset by the impact of lower interest rates on repricing earning assets.
Compared to the second quarter of 2026, taxable-equivalent net interest income increased by $50 million, and the net interest margin increased by 6 basis points. These increases reflect growth in commercial and industrial loans and higher deposit balances, the reinvestment of proceeds from maturing low-yielding investment securities and fixed-rate swaps into higher-yielding investments, and the impact of higher interest rates on repricing earning assets. Additionally, net interest income benefited from one additional day in the third quarter of 2026 compared to the second quarter of 2026.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 3
Noninterest Income
Dollars in millions
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Investment banking and debt placement fees
$
214
$
169
$
184
26.6
%
16.3
%
Trust and investment services income
165
159
150
3.8
10.0
Cards and payments income
93
94
86
(1.1)
8.1
Service charges on deposit accounts
79
77
75
2.6
5.3
Corporate services income
72
80
72
(10.0)
—
Commercial mortgage servicing fees
53
49
73
8.2
(27.4)
Corporate-owned life insurance income
35
33
35
6.1
—
Consumer mortgage income
14
17
14
(17.6)
—
Operating lease income and other leasing gains
9
10
11
(10.0)
(18.2)
Other income
9
15
8
(40.0)
12.5
Net securities gains (losses)
1
3
(6)
(66.7)
N/M
Total noninterest income
$
744
$
706
$
702
5.4
%
6.0
%
N/M = Not Meaningful
Compared to the third quarter of 2025, noninterest income increased by $42 million. The increase was driven by a $30 million increase in investment banking and debt placement fees, a $15 million increase in trust and investment services income, and a $7 million increase in cards and payments income. These were partially offset by a $20 million decrease in commercial mortgage servicing fees.
Compared to the second quarter of 2026, noninterest income increased by $38 million. The increase was driven by a $45 million increase in investment banking and debt placement fees, and a $6 million increase in trust and investment services income. These were partially offset by an $8 million decrease in corporate services income and a $6 million decrease in other income.
Noninterest Expense
Dollars in millions
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Personnel expense
$
815
$
786
$
742
3.7
%
9.8
%
Computer processing
116
108
105
7.4
10.5
Net occupancy
67
68
65
(1.5)
3.1
Business services and professional fees
46
46
44
—
4.5
Marketing
23
22
22
4.5
4.5
Equipment
21
22
20
(4.5)
5.0
Operating lease expense
6
7
9
(14.3)
(33.3)
Other expense
151
158
170
(4.4)
(11.2)
Total noninterest expense
$
1,245
$
1,217
$
1,177
2.3
%
5.8
%
Compared to the third quarter of 2025, noninterest expense increased by $68 million. The increase was predominantly driven by a $73 million increase in personnel expense primarily related to continued investments in people, employee benefits, and incentive compensation associated with noninterest income growth. These were partially offset by a $19 million decrease in other expense, despite a $5 million benefit associated with the updated FDIC special assessment in the third quarter of 2025.
Compared to the second quarter of 2026, noninterest expense increased by $28 million. The increase was predominantly driven by a $29 million increase in personnel expense, primarily related to incentive compensation and continued investments in people. These were partially offset by a $7 million decrease in other expense.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 4
BALANCE SHEET HIGHLIGHTS
Average Loans
Dollars in millions
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Commercial and industrial
(a)
$
64,421
$
62,134
$
56,571
3.7
%
13.9
%
Other commercial loans
18,656
18,844
18,826
(1.0)
(0.9)
Total consumer loans
28,508
29,094
30,830
(2.0)
(7.5)
Total loans
$
111,585
$
110,072
$
106,227
1.4
%
5.0
%
(a)
Commercial and industrial average loan balances include $204 million, $209 million, and $214 million of assets from commercial credit cards at September 30, 2026, June 30, 2026, and September 30, 2025, respectively.
Average loans held for investment were $111.6 billion for the third quarter of 2026, an increase of $5.4 billion compared to the third quarter of 2025. Average commercial loans increased by $7.7 billion, driven by an increase in commercial and industrial loans. Average consumer loans declined by $2.3 billion, reflecting continued run-off across all consumer loan categories.
Compared to the second quarter of 2026, average loans held for investment increased by $1.5 billion. Average commercial loans increased $2.1 billion, driven by an increase in commercial and industrial loans. Average consumer loans declined by $586 million, reflective of the intentional run-off of low-yielding loans.
Average Deposits
Dollars in millions
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Non-time deposits
$
139,125
$
135,828
$
135,135
2.4
%
3.0
%
Time deposits
12,050
11,749
15,239
2.6
(20.9)
Total deposits
$
151,175
$
147,577
$
150,374
2.4
%
0.5
%
Cost of total deposits
1.66
%
1.63
%
1.97
%
3 bps
(31) bps
Average deposits totaled $151.2 billion for the third quarter of 2026, an increase of $801 million compared to the year-ago quarter, reflecting growth in demand deposits and money market deposits, partially offset by a decline in time deposits. The rate paid on interest-bearing deposits decreased 39 basis points to 2.04%, while the overall cost of deposits declined 31 basis points to 1.66%.
Compared to the second quarter of 2026, average deposits increased by $3.6 billion. The increase was primarily driven by growth in demand deposits and money market deposits, as well as an increase in noninterest-bearing deposits. The rate paid on interest-bearing deposits increased 3 basis points, and the overall cost of deposits increased 3 basis points.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 5
ASSET QUALITY
Dollars in millions
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Net loan charge-offs
$
89
$
115
$
114
(22.6)
%
(21.9)
%
Net loan charge-offs to average total loans
0.32
%
0.42
%
0.42
%
(10) bps
(10) bps
Nonperforming loans at period end
$
618
$
809
$
658
(23.6)
%
(6.1)
%
Nonperforming loans to period-end portfolio loans
0.55
%
0.73
%
0.62
%
(18) bps
(7) bps
Nonperforming assets at period end
$
627
$
818
$
668
(23.3)
%
(6.1)
%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets
0.55
%
0.74
%
0.63
%
(19) bps
(8) bps
Allowance for loan and lease losses
$
1,398
$
1,445
$
1,444
(3.3)
%
(3.2)
%
Allowance for credit losses
1,694
1,722
1,736
(1.6)
%
(2.4)
%
Allowance for credit losses to period-end loans
1.50
%
1.56
%
1.64
%
(6) bps
(14) bps
Provision for credit losses
$
61
$
92
$
107
(33.7)
%
(43.0)
%
Allowance for loan and lease losses to nonperforming loans
226
%
179
%
219
%
N/M
N/M
Allowance for credit losses to nonperforming loans
274
213
264
N/M
N/M
N/M = Not Meaningful
Net loan charge-offs for the third quarter of 2026 totaled $89 million, or 0.32% of average total loans. These results compare to $114 million, or 0.42%, for the third quarter of 2025, and $115 million, or 0.42%, for the second quarter of 2026.
Key’s allowance for credit losses was $1.7 billion, or 1.50% of total period-end loans at September 30, 2026, compared to 1.64% at September 30, 2025, and 1.56% at June 30, 2026. Provision for credit losses were $61 million, compared to $107 million for the third quarter of 2025, and $92 million for the second quarter of 2026.
At September 30, 2026, Key’s nonperforming loans totaled $618 million, which represented 0.55% of period-end portfolio loans. These results compare to 0.62% at September 30, 2025, and 0.73% at June 30, 2026. Nonperforming assets at September 30, 2026, totaled $627 million, and represented 0.55% of period-end portfolio loans and OREO and other nonperforming assets. These results compare to 0.63% at September 30, 2025, and 0.74% at June 30, 2026.
CAPITAL
Key’s estimated risk-based capital ratios, included in the following table, continued to exceed all “well-capitalized” regulatory benchmarks at September 30, 2026.
Capital Ratios
9/30/2026
6/30/2026
9/30/2025
Common Equity Tier 1
(a)
11.1
%
11.2
%
11.8
%
Tier 1 risk-based capital
(a)
12.3
12.8
13.5
Total risk-based capital
(a)
14.3
14.9
15.8
Tangible common equity to tangible assets
(b)
6.9
7.7
8.1
Leverage
(a)
9.9
10.3
10.4
(a)
September 30, 2026 ratio is estimated.
(b)
The table entitled “GAAP to Non-GAAP Reconciliations” in the attached financial supplement presents the computations of certain financial measures related to “tangible common equity.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.
Key's regulatory capital position remained strong in the third quarter of 2026. As shown in the preceding table, at September 30, 2026, Key’s estimated Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 11.1% and 12.3%, respectively.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 6
Summary of Changes in Common Shares Outstanding
In thousands
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Shares outstanding at beginning of period
1,072,035
1,087,293
1,112,453
(1.4)
%
(3.6)
%
Share repurchases
(14,184)
(15,531)
—
(8.7)
N/M
Shares issued/reissued under employee compensation plans (net of cancellations and returns)
325
273
499
19.0
(34.9)
Shares outstanding at end of period
1,058,176
1,072,035
1,112,952
(1.3)
%
(4.9)
%
N/M = Not Meaningful
During the third quarter of 2026, Key declared a dividend of $.205 per common share. Shares outstanding decreased 1.3% from the second quarter of 2026, driven by $320 million of common share repurchases.
LINE OF BUSINESS RESULTS
The following table shows the contribution made by each major business segment to Key’s taxable-equivalent revenue from continuing operations and income (loss) from continuing operations attributable to Key for the periods presented. For more detailed financial information pertaining to each business segment, see the tables at the end of this release.
Major Business Segments
Dollars in millions
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Revenue from continuing operations (TE)
Consumer Bank
$
1,049
$
1,010
$
991
3.9
%
5.9
%
Commercial Bank
1,201
1,108
1,115
8.4
7.7
Other
(a)
(198)
(154)
(211)
(28.6)
6.2
Total
$
2,052
$
1,964
$
1,895
4.5
%
8.3
%
Income (loss) from continuing operations attributable to Key
Consumer Bank
$
211
$
210
$
208
0.5
%
1.4
%
Commercial Bank
516
423
440
22.0
17.3
Other
(a)
(148)
(125)
(158)
(18.4)
6.3
Total
$
579
$
508
$
490
14.0
%
18.2
%
(a)
Other includes other segments that consists of corporate treasury, 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. Other also includes the residual net impact of our internal funds transfer pricing methodology, which arise from centrally managed interest rate activities and asset-liability repricing differences. 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.
TE = Taxable-equivalent
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 7
Consumer Bank
Dollars in millions
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Summary of operations
Net interest income (TE)
$
793
$
757
$
748
4.8
%
6.0
%
Noninterest income
256
253
243
1.2
5.3
Total revenue (TE)
1,049
1,010
991
3.9
5.9
Provision for credit losses
55
26
40
111.5
37.5
Noninterest expense
716
707
677
1.3
5.8
Income (loss) before income taxes (TE)
278
277
274
0.4
1.5
Allocated income taxes (benefit) and TE adjustments
67
67
66
—
1.5
Net income (loss) attributable to Key
$
211
$
210
$
208
0.5
%
1.4
%
Average balances
Loans and leases
$
32,596
$
33,287
$
35,377
(2.1)
%
(7.9)
%
Total assets
35,952
36,690
38,421
(2.0)
(6.4)
Deposits
87,367
87,430
87,718
(0.1)
(0.4)
Assets under management at period end
$
74,453
$
74,204
$
67,855
0.3
%
9.7
%
TE = Taxable-equivalent
Additional Consumer Bank Data
Dollars in millions
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Noninterest income
Trust and investment services income
$
139
$
135
$
124
3.0
%
12.1
%
Service charges on deposit accounts
34
33
36
3.0
(5.6)
Cards and payments income
60
60
60
—
—
Consumer mortgage income
14
16
14
(12.5)
—
Other noninterest income
9
9
9
—
—
Total noninterest income
$
256
$
253
$
243
1.2
%
5.3
%
Average deposit balances
Money market deposits
$
36,874
$
36,116
$
35,278
2.1
%
4.5
%
Demand deposits
22,540
22,861
22,607
(1.4)
(0.3)
Savings deposits
4,143
4,238
4,291
(2.2)
(3.4)
Time deposits
9,539
10,102
11,110
(5.6)
(14.1)
Noninterest-bearing deposits
14,271
14,113
14,432
1.1
(1.1)
Total deposits
$
87,367
$
87,430
$
87,718
(0.1)
%
(0.4)
%
Other data
Branches
935
939
942
Automated teller machines
1,088
1,107
1,152
Consumer Bank Summary of Operations (3Q26 vs. 3Q25)
•
Key's Consumer Bank recorded net income attributable to Key of $211 million for the third quarter of 2026, compared to $208 million for the year-ago quarter
•
Taxable-equivalent net interest income increased by $45 million, or 6.0%
•
Average loans and leases decreased $2.8 billion, or 7.9%, reflective of the continued run-off across all consumer loan categories
•
Average deposits decreased $351 million, or 0.4%, driven by lower time deposits, partially offset by an increase in money market deposits
•
Provision for credit losses increased $15 million, primarily reflecting a reserve build as a result of economic conditions
•
Noninterest income increased $13 million, primarily driven by higher trust and investment services income
•
Noninterest expense increased $39 million, primarily driven by an increase in personnel expense
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 8
Commercial Bank
Dollars in millions
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Summary of operations
Net interest income (TE)
$
748
$
697
$
686
7.3
%
9.0
%
Noninterest income
453
411
429
10.2
5.6
Total revenue (TE)
1,201
1,108
1,115
8.4
7.7
Provision for credit losses
8
67
68
(88.1)
(88.2)
Noninterest expense
529
504
486
5.0
8.8
Income (loss) before income taxes (TE)
664
537
561
23.6
18.4
Allocated income taxes and TE adjustments
148
114
121
29.8
22.3
Net income (loss) attributable to Key
$
516
$
423
$
440
22.0
%
17.3
%
Average balances
Loans and leases
$
78,556
$
76,238
$
70,328
3.0
%
11.7
%
Loans held for sale
1,425
936
1,224
52.2
16.4
Total assets
89,221
85,769
79,859
4.0
11.7
Deposits
60,718
58,895
58,524
3.1
3.7
TE = Taxable-equivalent
Additional Commercial Bank Data
Dollars in millions
Change 3Q26 vs.
3Q26
2Q26
3Q25
2Q26
3Q25
Noninterest income
Investment banking and debt placement fees
$
214
$
169
$
184
26.6
%
16.3
%
Trust and investment services income
26
24
26
8.3
—
Cards and payments income
28
29
21
(3.4)
33.3
Service charges on deposit accounts
45
44
38
2.3
18.4
Corporate services income
70
78
70
(10.3)
—
Commercial mortgage servicing fees
52
49
73
6.1
(28.8)
Operating lease income and other leasing gains
9
10
10
(10.0)
(10.0)
Other noninterest income
9
8
7
12.5
28.6
Total noninterest income
$
453
$
411
$
429
10.2
%
5.6
%
Commercial Bank Summary of Operations (3Q26 vs. 3Q25)
•
Key's Commercial Bank recorded net income attributable to Key of $516 million for the third quarter of 2026, compared to $440 million from the year-ago quarter
•
Taxable-equivalent net interest income increased by $62 million, or 9.0%
•
Average loan and lease balances increased $8.2 billion, or 11.7%, driven by an increase in commercial and industrial loans
•
Average deposit balances increased $2.2 billion, reflecting higher client deposit balances
•
Provision for credit losses decreased $60 million, driven by a reserve release reflective of portfolio changes and lower net charge-offs
•
Noninterest income increased $24 million, primarily driven by higher investment banking and debt placement fees, and service charges on deposit accounts
•
Noninterest expense increased $43 million, driven by an increase in personnel expense
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 9
*******************************************
KeyCorp's roots trace back more than 200 years to Albany, New York. Headquartered in Cleveland, Ohio, Key is one of the nation’s largest bank-based financial services companies, with assets of approximately $193 billion at September 30, 2026.
Key provides deposit, lending, cash management, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of approximately 950 branches and approximately 1,100 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank Member FDIC.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 10
CONTACTS:
ANALYSTS
MEDIA
Troy Gates
Susan Donlan
216.689.3244
216.471.3133
Troy_Gates@KeyBank.com
Susan_E_Donlan@KeyBank.com
Hannah Lewallen
Beth Strauss
216.471.4856
216.471.2787
Hannah_Lewallen@KeyBank.com
Beth_A_Strauss@KeyBank.com
Johnny Li
646.551.8917
Johnny_Li@KeyBank.com
INVESTOR RELATIONS:
KEY MEDIA NEWSROOM:
www.key.com/ir
www.key.com/newsroom
This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not relate strictly to historical or current facts. Forward-looking statements usually can be identified by the use of words such as “goal,” “objective,” “plan,” “expect,” “assume,” “anticipate,” “intend,” “project,” “believe,” “estimate,” or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results, or aspirations. Forward-looking statements, by their nature, are subject to assumptions, risks and uncertainties, many of which are outside of our control. Our actual results may differ materially from those set forth in our forward-looking statements. There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause Key's actual results to differ from those described in the forward-looking statements can be found in KeyCorp's Form 10-K for the year ended December 31, 2025 and in KeyCorp's subsequent SEC filings, all of which have been or will be filed with the Securities and Exchange Commission (the “SEC”) and are or will be available on Key’s website (www.key.com/ir) and on the SEC’s website (www.sec.gov). These factors may include, among others, adverse changes in credit quality trends, declining asset prices, a worsening of the U.S. economy due to financial, political, or other shocks, the extensive regulation of the U.S. financial services industry, the soundness of other financial institutions, and the impact of changes in the interest rate environment. Any forward-looking statements made by us or on our behalf speak only as of the date they are made and we do not undertake any obligation to update any forward-looking statement to reflect the impact of subsequent events or circumstances.
A live Internet broadcast of KeyCorp’s conference call to discuss quarterly results and currently anticipated earnings trends and to answer analysts’ questions can be accessed through the Investor Relations section at
https://www.key.com/ir
at 8:00 a.m. ET, on October 20, 2026. A replay of the call will be available on our website through October 20, 2027
.
For up-to-date company information, media contacts, and facts and figures about Key’s lines of business, visit our Media Newsroom at
https://www.key.com/newsroom
.
*****
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 11
KeyCorp
Third Quarter 2026
Financial Supplement
Page
12
Basis of Presentation
13
Financial Highlights
15
GAAP to Non-GAAP Reconciliation
17
Consolidated Balance Sheets
18
Consolidated Statements of Income
19
Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
21
Noninterest Expense
21
Personnel Expense
21
Loan Composition
21
Loans Held for Sale Composition
22
Summary of Changes in Loans Held for Sale
22
Summary of Loan and Lease Loss Experience From Continuing Operations
23
Asset Quality Statistics From Continuing Operations
23
Summary of Nonperforming Assets and Past Due Loans From Continuing Operations
23
Summary of Changes in Nonperforming Loans From Continuing Operations
24
Line of Business Results
24
Selected Items Impact on Earnings
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 12
Basis of Presentation
Use of Non-GAAP Financial Measures
This document contains GAAP financial measures and non-GAAP financial measures where management
believes it to be helpful in understanding Key’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in this document, the financial supplement, or conference call slides related to this document, all of which can be found on Key’s website (www.key.com/ir).
Forward-Looking Non-GAAP Financial Measures
From time to time Key may discuss forward-looking non-GAAP financial measures. Key is unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measures because Key is unable to provide, without unreasonable effort, a meaningful or accurate calculation or estimation of amounts that would be necessary for the reconciliation due to the complexity and inherent difficulty in forecasting and quantifying future amounts or when they may occur. Such unavailable information could be significant for future results.
Annualized Data
Certain returns, yields, performance ratios, or quarterly growth rates are presented on an “annualized”
basis. This is done for analytical and decision-making purposes to better discern underlying performance trends when compared to full-year or year-over-year amounts.
Taxable-Equivalent
The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments
.
Income from tax-exempt earning assets is increased by an amount equivalent to the taxes that would have been paid if this income had been taxable at the federal statutory rate. This adjustment puts all earning assets, most notably tax-exempt loans, and certain lease assets, on a common basis that facilitates comparison of results to peers.
Earnings Per Share Equivalent
Certain income or expense items may be expressed on a per common share basis. This is done for analytical and decision-making purposes to better discern underlying trends in total consolidated earnings per share performance excluding the impact of such items. When the impact of certain income or expense items is disclosed separately, the after-tax amount is computed using the marginal tax rate, unless otherwise specified, with this then being the amount used to calculate the earnings per share equivalent.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 13
Financial Highlights
(Dollars in millions, except per share amounts)
Three months ended
9/30/2026
6/30/2026
9/30/2025
Summary of operations
Net interest income (TE)
$
1,308
$
1,258
$
1,193
Noninterest income
744
706
702
Total revenue (TE)
2,052
1,964
1,895
Provision for credit losses
61
92
107
Noninterest expense
1,245
1,217
1,177
Income (loss) from continuing operations attributable to Key
579
508
490
Income (loss) from discontinued operations, net of taxes
—
1
(1)
Net income (loss) attributable to Key
579
509
489
Income (loss) from continuing operations attributable to Key common shareholders
537
472
454
Income (loss) from discontinued operations, net of taxes
—
1
(1)
Net income (loss) attributable to Key common shareholders
537
473
453
Per common share
Income (loss) from continuing operations attributable to Key common shareholders
$
0.51
$
0.44
$
0.41
Income (loss) from discontinued operations, net of taxes
—
—
—
Net income (loss) attributable to Key common shareholders
(a)
0.51
0.44
0.41
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution
0.51
0.44
0.41
Income (loss) from discontinued operations, net of taxes — assuming dilution
—
—
—
Net income (loss) attributable to Key common shareholders — assuming dilution
(a)
0.51
0.44
0.41
Cash dividends declared
0.205
0.205
0.205
Book value at period end
15.01
16.19
15.86
Tangible book value at period end
12.35
13.62
13.38
Market price at period end
20.07
23.05
18.69
Performance ratios
From continuing operations:
Return on average total assets
1.21
%
1.08
%
1.04
%
Return on average common equity
12.61
10.85
10.49
Return on average tangible common equity
(b)
15.11
12.89
12.51
Net interest margin (TE)
2.95
2.89
2.75
Cash efficiency ratio
(b)
60.6
61.9
61.8
From consolidated operations:
Return on average total assets
1.20
%
1.08
%
1.04
%
Return on average common equity
12.61
10.87
10.47
Return on average tangible common equity
(b)
15.11
12.91
12.48
Net interest margin (TE)
2.95
2.89
2.74
Loan to deposit
(c)
74.3
73.0
71.0
Capital ratios at period end
Key shareholders’ equity to assets
9.2
%
10.3
%
10.7
%
Key common shareholders’ equity to assets
8.2
9.1
9.4
Tangible common equity to tangible assets
(b)
6.9
7.7
8.1
Common Equity Tier 1
(d)
11.1
11.2
11.8
Tier 1 risk-based capital
(d)
12.3
12.8
13.5
Total risk-based capital
(d)
14.3
14.9
15.8
Leverage
(d)
9.9
10.3
10.4
Asset quality — from continuing operations
Net loan charge-offs
$
89
$
115
$
114
Net loan charge-offs to average loans
0.32
%
0.42
%
0.42
%
Allowance for loan and lease losses
$
1,398
$
1,445
$
1,444
Allowance for credit losses
1,694
1,722
1,736
Allowance for loan and lease losses to period-end loans
1.24
%
1.31
%
1.36
%
Allowance for credit losses to period-end loans
1.50
1.56
1.64
Allowance for loan and lease losses to nonperforming loans
226
179
219
Allowance for credit losses to nonperforming loans
274
213
264
Nonperforming loans at period-end
$
618
$
809
$
658
Nonperforming assets at period-end
627
818
668
Nonperforming loans to period-end portfolio loans
0.55
%
0.73
%
0.62
%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets
0.55
0.74
0.63
Trust assets
Assets under management
$
74,453
$
74,204
$
67,855
Other data
Average full-time equivalent employees
17,700
17,517
17,414
Branches
935
939
942
Taxable-equivalent adjustment
$
8
$
8
$
9
(a)
Earnings per share may not foot due to rounding.
(b)
The table entitled “GAAP to Non-GAAP Reconciliations” starting on page
15
of this supplement presents the computations of certain financial measures related to “tangible common equity” and “cash efficiency.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.
(c)
Represents period-end consolidated total loans and loans held for sale divided by period-end consolidated total deposits.
(d)
September 30, 2026, ratio is estimated.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 14
Financial Highlights (continued)
(Dollars in millions, except per share amounts)
Nine months ended
9/30/2026
9/30/2025
Summary of operations
Net interest income (TE)
$
3,796
$
3,448
Noninterest income
2,173
2,060
Total revenue (TE)
5,969
5,508
Provision for credit losses
259
363
Noninterest expense
3,643
3,462
Income (loss) from continuing operations attributable to Key
1,609
1,319
Income (loss) from discontinued operations, net of taxes
1
—
Net income (loss) attributable to Key
1,610
1,319
Income (loss) from continuing operations attributable to Key common shareholders
1,495
1,211
Income (loss) from discontinued operations, net of taxes
1
—
Net income (loss) attributable to Key common shareholders
1,496
1,211
Per common share
Income (loss) from continuing operations attributable to Key common shareholders
$
1.39
$
1.10
Income (loss) from discontinued operations, net of taxes
—
—
Net income (loss) attributable to Key common shareholders
(a)
1.39
1.10
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution
1.39
1.09
Income (loss) from discontinued operations, net of taxes — assuming dilution
—
—
Net income (loss) attributable to Key common shareholders — assuming dilution
(a)
1.39
1.09
Cash dividends paid
0.62
0.62
Performance ratios
From continuing operations:
Return on average total assets
1.14
%
0.94
%
Return on average common equity
11.48
9.70
Return on average tangible common equity
(b)
13.65
11.63
Net interest margin (TE)
2.91
2.66
Cash efficiency ratio
(b)
60.9
62.6
From consolidated operations:
Return on average total assets
1.14
%
0.94
%
Return on average common equity
11.49
9.70
Return on average tangible common equity
(b)
13.66
11.63
Net interest margin (TE)
2.90
2.66
Asset quality — from continuing operations
Net loan charge-offs
$
305
$
326
Net loan charge-offs to average total loans
0.37
%
0.41
%
Other data
Average full-time equivalent employees
17,562
17,169
Taxable-equivalent adjustment
24
27
(a)
Earnings per share may not foot due to rounding.
(b)
The following table entitled “GAAP to Non-GAAP Reconciliations” presents the computations of certain financial measures related to “tangible common equity” and “cash efficiency.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 15
GAAP to Non-GAAP Reconciliations
(Dollars in millions)
The table below presents certain non-GAAP financial measures defined and described below.
The tangible common equity ratio and the return on average tangible common equity ratio have been a focus for some investors, and management believes these ratios may assist investors in analyzing Key’s capital position without regard to the effects of intangible assets and preferred stock. Adjusted return on average tangible common equity excludes significant or unusual items that management does not consider indicative of ongoing financial performance. Management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods.
The table also shows the computation for pre-provision net revenue and adjusted pre-provision net revenue, which are not formally defined by GAAP. Management believes that eliminating the effects of the provision for credit losses makes it easier to analyze the results by presenting them on a more comparable basis. Further, management believes that adjusting pre-provision net revenue for significant or unusual items that management does not consider indicative of ongoing financial performance provides a greater understanding of ongoing operations and enhances comparability of results with prior periods.
The cash efficiency ratio is a ratio of two non-GAAP performance measures. As such, there is no directly comparable GAAP performance measure. The cash efficiency ratio performance measure removes the impact of Key’s intangible asset amortization from the calculation. Management believes this ratio provides greater consistency and comparability between Key’s results and those of its peer banks. Additionally, this ratio is used by analysts and investors as they develop earnings forecasts and peer bank analysis. The adjusted cash efficiency ratio excludes significant or unusual items that management does not consider indicative of ongoing financial performance
Adjusted taxable-equivalent revenue or adjusted revenue is a non-GAAP measure in that it adjusts revenue for certain tax-exempt instruments and selected items. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest income, we use interest income on a taxable-equivalent basis by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable instruments. Additionally, management believes adjusting for the selected items provide investors with useful information to gain a better understanding of ongoing operations and enhance comparability of results with prior periods, as well as demonstrate the effects of the financial impacts related to those selected items.
Adjusted noninterest income and adjusted noninterest expense are non-GAAP measures in that they exclude significant or unusual items that management does not consider indicative of ongoing financial performance. Management believes these measures provide a greater understanding of ongoing operations and enhances comparability of results with prior periods.
Adjusted income (loss) available from continuing operations attributable to Key common shareholders (or “adjusted net income”) and diluted earnings per share - adjusted (or "adjusted earnings per share") are non-GAAP in that these measures exclude significant or unusual items, net of tax, that management does not consider indicative of ongoing financial performance . Management believes these measures provide investors with useful information to gain a better understanding of ongoing operations and enhance comparability of results with prior periods.
Marked CET1 ratio is a non-GAAP measure and is calculated based on Common Equity Tier 1 capital, inclusive of the AOCI impact from securities and pension. The marked CET1 ratio differs from the defined CET1 regulatory capital ratio by including the impact of AFS and pension accumulated other comprehensive income (loss) (AOCI) amounts in the calculation of the capital ratio. These ratios are not defined in GAAP or federal banking regulations. As a result, these non-regulatory capital ratios disclosed may be considered non-GAAP financial measures. Management believes this measure provides useful information in light of the potential for change in the regulatory capital framework.
Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.
Three months ended
Nine months ended
9/30/2026
6/30/2026
9/30/2025
9/30/2026
9/30/2025
Net interest income (GAAP)
$
1,300
$
1,250
$
1,184
$
3,772
$
3,421
Add: Taxable-equivalent adjustment
8
8
9
24
27
Net interest income TE (non-GAAP) (A)
$
1,308
$
1,258
$
1,193
$
3,796
$
3,448
Net income (loss) attributable to Key common shareholders (GAAP) (B)
$
537
$
473
$
453
$
1,496
$
1,211
Average Key shareholders' equity (GAAP)
$
19,307
$
19,947
$
19,664
$
19,878
$
19,193
Less: Average intangible assets
2,796
2,756
2,767
2,770
2,772
Average preferred stock
2,409
2,500
2,500
2,469
2,500
Average tangible common equity (non-GAAP) (C)
$
14,102
$
14,691
$
14,397
$
14,639
$
13,921
Key shareholders' equity (GAAP)
$
17,809
$
19,798
$
20,102
Less: Intangible assets
2,814
2,755
2,765
Preferred stock
(a)
1,927
2,446
2,446
Tangible common equity (non-GAAP) (D)
$
13,068
$
14,597
$
14,891
Total assets (GAAP)
$
193,102
$
191,317
$
187,409
Less: Intangible assets
2,814
2,755
2,765
Tangible assets (non-GAAP) (E)
$
190,288
$
188,562
$
184,644
Tangible common equity to tangible assets ratio (non-GAAP) (D/E)
6.87
%
7.74
%
8.06
%
Return on average tangible common equity consolidated (non-GAAP) (B/C)
15.11
%
12.91
%
12.48
%
13.66
%
11.63
%
Common equity tier 1 (F)
$
17,037
$
17,016
$
17,050
Add: AFS and Pension AOCI (loss)
(3,224)
(2,154)
(2,176)
Marked common equity tier 1 (non-GAAP) (G)
(b)
$
13,813
$
14,862
$
14,874
Risk-weighted assets (H)
(c)
$
153,761
$
152,068
$
144,428
Common equity tier 1 ratio (F/H)
(c)
11.1
%
11.2
%
11.8
%
Marked CET1 ratio (non-GAAP) (G/H)
(b)(c)
9.0
9.8
10.3
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 16
GAAP to Non-GAAP Reconciliations (continued)
(Dollars in millions)
Three months ended
Nine months ended
9/30/2026
6/30/2026
9/30/2025
9/30/2026
9/30/2025
Income (loss) from continuing operations attributable to Key common shareholders (GAAP) (I)
$
537
$
472
$
454
$
1,495
$
1,211
Plus: Selected items (net of tax)
(d)
—
—
(4)
—
(4)
Net income (loss) from continuing operations attributable to Key common shareholders, excluding selected items (non-GAAP) (J)
$
537
$
472
$
450
$
1,495
$
1,207
Return on average tangible common equity from continuing operations (non-GAAP) (I/C)
15.11
%
12.89
%
12.51
%
13.65
%
11.63
%
Adjusted return on average tangible common equity from continuing operations excluding selected items (non-GAAP) (J/C)
15.11
12.89
12.40
13.65
11.59
Noninterest income (GAAP) (K)
$
744
$
706
$
702
$
2,173
$
2,060
Plus: Selected items
(d)
—
—
—
—
—
Adjusted noninterest income (non-GAAP) (L)
$
744
$
706
$
702
$
2,173
$
2,060
Noninterest expense (GAAP) (M)
$
1,245
$
1,217
$
1,177
$
3,643
$
3,462
Less: Intangible asset amortization
2
2
5
6
15
Noninterest expense less intangible asset amortization (non-GAAP) (N)
$
1,243
$
1,215
$
1,172
$
3,637
$
3,447
Plus: Selected items
(d)
(O)
—
—
5
—
5
Adjusted noninterest expense less intangible asset amortization (non-GAAP) (P)
$
1,243
$
1,215
$
1,177
$
3,637
$
3,452
Adjusted noninterest expense (non-GAAP) (M+O)
$
1,245
$
1,217
$
1,182
$
3,643
$
3,467
Total taxable-equivalent revenue (non-GAAP) (A+K) = (Q)
$
2,052
$
1,964
$
1,895
$
5,969
$
5,508
Total adjusted taxable-equivalent revenue (non-GAAP) (A+L)
2,052
1,964
1,895
5,969
5,508
Cash efficiency ratio (non-GAAP) (N/Q)
60.58
%
61.86
%
61.85
%
60.93
%
62.58
%
Adjusted cash efficiency ratio (non-GAAP) (P/Q)
60.58
61.86
62.11
60.93
62.67
Pre-provision net revenue from continuing operations (non-GAAP) (A+K-M)
$
807
$
747
$
718
$
2,326
$
2,046
Plus: Selected items
(d)
—
—
(5)
—
(5)
Adjusted pre-provision net revenue from continuing operations (non-GAAP)
$
807
$
747
$
713
$
2,326
$
2,041
Diluted EPS from continuing operations attributable to Key common shareholders (GAAP)
$
0.51
$
0.44
$
0.41
$
1.39
$
1.09
Plus: EPS impact of selected items
(d)
—
—
—
—
—
Diluted EPS from continuing operations attributable to Key common shareholders - adjusted (non-GAAP)
(e)
$
0.51
$
0.44
$
0.41
$
1.39
$
1.09
(a)
Net of capital surplus.
(b)
Under the current applicable regulatory capital rules, Key has made the AOCI opt out election, which enables us to exclude components of AOCI from regulatory capital, notably the AOCI relative to securities and pension.
(c)
Amounts and ratios as of September 30, 2026 are estimated.
(d)
Additional detail provided in Selected Items table on page
24
.
(e)
Earnings per share may not foot due to rounding.
GAAP = U.S. generally accepted accounting principles; TE = Taxable-equivalent
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 17
Consolidated Balance Sheets
(Dollars in millions)
9/30/2026
6/30/2026
9/30/2025
Assets
Loans
$
112,993
$
110,430
$
105,902
Loans held for sale
1,159
1,198
998
Securities available for sale
36,311
38,459
40,456
Held-to-maturity securities
9,612
9,515
7,509
Trading account assets
925
936
972
Short-term investments
12,973
12,416
13,334
Other investments
1,281
1,230
921
Total earning assets
175,254
174,184
170,092
Allowance for loan and lease losses
(1,398)
(1,445)
(1,444)
Cash and due from banks
1,540
1,711
1,938
Premises and equipment
636
620
606
Goodwill
2,803
2,752
2,752
Other intangible assets
11
3
13
Corporate-owned life insurance
4,461
4,456
4,428
Accrued income and other assets
9,617
8,848
8,803
Discontinued assets
178
188
221
Total assets
$
193,102
$
191,317
$
187,409
Liabilities
Deposits in domestic offices:
Interest-bearing deposits
$
125,594
$
122,196
$
122,425
Noninterest-bearing deposits
28,220
30,893
28,340
Total deposits
153,814
153,089
150,765
Federal funds purchased and securities sold under repurchase agreements
49
5
10
Bank notes and other short-term borrowings
5,185
3,680
1,339
Accrued expense and other liabilities
4,772
3,778
4,276
Long-term debt
11,473
10,967
10,917
Total liabilities
175,293
171,519
167,307
Equity
Preferred stock
1,975
2,500
2,500
Common shares
1,257
1,257
1,257
Capital surplus
6,057
6,014
6,002
Retained earnings
16,194
15,873
15,111
Treasury stock, at cost
(3,809)
(3,492)
(2,619)
Accumulated other comprehensive income (loss)
(3,865)
(2,354)
(2,149)
Key shareholders’ equity
17,809
19,798
20,102
Total liabilities and equity
$
193,102
$
191,317
$
187,409
Common shares outstanding (000)
1,058,176
1,072,035
1,112,952
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 18
Consolidated Statements of Income
(Dollars in millions, except per share amounts)
Three months ended
Nine months ended
9/30/2026
6/30/2026
9/30/2025
9/30/2026
9/30/2025
Interest income
Loans
$
1,511
$
1,463
$
1,466
$
4,390
$
4,310
Loans held for sale
22
15
18
51
43
Securities available for sale
373
367
408
1,110
1,211
Held-to-maturity securities
98
95
64
279
188
Trading account assets
12
10
11
33
44
Short-term investments
107
101
156
311
487
Other investments
10
8
8
23
25
Total interest income
2,133
2,059
2,131
6,197
6,308
Interest expense
Deposits
634
600
748
1,832
2,231
Federal funds purchased and securities sold under repurchase agreements
11
19
4
44
9
Bank notes and other short-term borrowings
25
35
14
80
75
Long-term debt
163
155
181
469
572
Total interest expense
833
809
947
2,425
2,887
Net interest income
1,300
1,250
1,184
3,772
3,421
Provision for credit losses
61
92
107
259
363
Net interest income after provision for credit losses
1,239
1,158
1,077
3,513
3,058
Noninterest income
Investment banking and debt placement fees
214
169
184
580
537
Trust and investment services income
165
159
150
481
435
Cards and payments income
93
94
86
273
253
Service charges on deposit accounts
79
77
75
233
217
Corporate services income
72
80
72
223
213
Commercial mortgage servicing fees
53
49
73
164
219
Corporate-owned life insurance income
35
33
35
102
100
Consumer mortgage income
14
17
14
44
42
Operating lease income and other leasing gains
9
10
11
27
34
Other income
9
15
8
42
16
Net securities gains (losses)
1
3
(6)
4
(6)
Total noninterest income
744
706
702
2,173
2,060
Noninterest expense
Personnel
815
786
742
2,344
2,127
Computer processing
116
108
105
335
319
Net occupancy
67
68
65
203
201
Business services and professional fees
46
46
44
128
132
Marketing
23
22
22
63
67
Equipment
21
22
20
62
61
Operating lease expense
6
7
9
20
30
Other expense
151
158
170
488
525
Total noninterest expense
1,245
1,217
1,177
3,643
3,462
Income (loss) from continuing operations before income taxes
738
647
602
2,043
1,656
Income taxes (benefit)
159
139
112
434
337
Income (loss) from continuing operations
579
508
490
1,609
1,319
Income (loss) from discontinued operations, net of taxes
—
1
(1)
1
—
Net income (loss)
$
579
$
509
$
489
$
1,610
$
1,319
Income (loss) from continuing operations attributable to Key common shareholders
$
537
$
472
$
454
$
1,495
$
1,211
Net income (loss) attributable to Key common shareholders
537
473
453
1,496
1,211
Per common share
Income (loss) from continuing operations attributable to Key common shareholders
$
0.51
$
0.44
$
0.41
$
1.39
$
1.10
Income (loss) from discontinued operations, net of taxes
—
—
—
—
—
Net income (loss) attributable to Key common shareholders
(a)
0.51
0.44
0.41
1.39
1.10
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders
$
0.51
$
0.44
$
0.41
$
1.39
$
1.09
Income (loss) from discontinued operations, net of taxes
—
—
—
—
—
Net income (loss) attributable to Key common shareholders
(a)
0.51
0.44
0.41
1.39
1.09
Cash dividends declared per common share
$
0.205
$
0.205
$
0.205
$
0.615
$
0.615
Weighted-average common shares outstanding (000)
1,054,951
1,071,229
1,100,830
1,070,808
1,099,520
Effect of common share options and other stock awards
9,315
8,779
9,845
9,395
8,864
Weighted-average common shares and potential common shares outstanding (000)
(b)
1,064,266
1,080,008
1,110,675
1,080,203
1,108,384
(a)
Earnings per share may not foot due to rounding.
(b)
Assumes conversion of common share options and other stock awards, as applicable.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 19
Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
(Dollars in millions)
Third Quarter 2026
Second Quarter 2026
Third Quarter 2025
Average
Yield/
Average
Yield/
Average
Yield/
Balance
Interest
(a)
Rate
(a)
Balance
Interest
(a)
Rate
(a)
Balance
Interest
(a)
Rate
(a)
Assets
Loans:
(b), (c)
Commercial and industrial
(d)
$
64,421
$
942
5.82
%
$
62,134
$
896
5.78
%
$
56,571
$
858
6.02
%
Real estate — commercial mortgage
13,781
201
5.80
13,911
197
5.68
13,697
208
6.02
Real estate — construction
2,938
48
6.49
2,816
46
6.53
2,744
48
6.96
Commercial lease financing
1,937
19
3.87
2,117
20
3.77
2,385
22
3.62
Total commercial loans
83,077
1,210
5.79
80,978
1,159
5.73
75,397
1,136
5.98
Real estate — residential mortgage
17,988
152
3.37
18,305
153
3.35
19,140
160
3.34
Home equity loans
5,330
72
5.37
5,470
73
5.33
5,934
84
5.65
Other consumer loans
4,278
56
5.20
4,410
57
5.18
4,825
63
5.17
Credit cards
912
29
12.94
909
29
12.67
931
32
13.50
Total consumer loans
28,508
309
4.33
29,094
312
4.29
30,830
339
4.38
Total loans
111,585
1,519
5.42
110,072
1,471
5.35
106,227
1,475
5.51
Loans held for sale
1,523
22
5.70
1,085
15
5.68
1,291
18
5.81
Securities available for sale
(b), (e)
37,960
373
3.64
38,518
367
3.58
40,310
408
3.77
Held-to-maturity securities
(b)
9,488
98
4.13
9,425
95
4.05
7,168
64
3.59
Trading account assets
795
12
5.78
797
10
5.30
922
11
4.61
Short-term investments
11,198
107
3.80
10,705
101
3.79
13,463
156
4.60
Other investments
(e)
1,216
10
3.33
1,214
8
2.66
966
8
3.29
Total earning assets
173,765
2,141
4.82
171,816
2,067
4.75
170,347
2,140
4.92
Allowance for loan and lease losses
(1,441)
(1,442)
(1,443)
Accrued income and other assets
18,295
17,926
18,234
Discontinued assets
182
192
227
Total assets
$
190,801
$
188,492
$
187,365
Liabilities
Money market deposits
$
43,996
$
241
2.17
%
$
42,843
$
225
2.11
%
$
41,953
$
265
2.51
%
Demand deposits
62,773
293
1.85
61,013
280
1.84
60,597
346
2.26
Savings deposits
4,348
1
0.06
4,406
1
0.04
4,478
1
0.05
Time deposits
12,050
99
3.28
11,749
94
3.21
15,239
136
3.54
Total interest-bearing deposits
123,167
634
2.04
120,011
600
2.01
122,267
748
2.43
Federal funds purchased and securities sold under repurchase agreements
1,275
11
3.74
2,002
19
3.71
368
4
4.32
Bank notes and other short-term borrowings
3,233
25
3.10
4,179
35
3.33
1,372
14
3.91
Long-term debt
(f)
11,198
163
5.77
10,694
155
5.84
11,071
181
6.53
Total interest-bearing liabilities
138,873
833
2.38
136,886
809
2.37
135,078
947
2.78
Noninterest-bearing deposits
28,008
27,566
28,107
Accrued expense and other liabilities
4,431
3,901
4,289
Discontinued liabilities
(f)
182
192
227
Total liabilities
$
171,494
$
168,545
$
167,701
Equity
Total equity
$
19,307
$
19,947
$
19,664
Total liabilities and equity
$
190,801
$
188,492
$
187,365
Interest rate spread (TE)
2.44
%
2.38
%
2.14
%
Net interest income (TE) and net interest margin (TE)
$
1,308
2.95
%
$
1,258
2.89
%
$
1,193
2.75
%
TE adjustment
(b)
8
8
9
Net interest income, GAAP basis
$
1,300
$
1,250
$
1,184
(a)
Results are from continuing operations. Interest excludes the interest associated with the liabilities referred to in (f) below, calculated using a matched funds transfer pricing methodology.
(b)
Interest income on tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory federal income tax rate of 21% for the three months ended September 30, 2026, June 30, 2026, and September 30, 2025.
(c)
For purposes of these computations, nonaccrual loans are included in average loan balances.
(d)
Commercial and industrial average balances include $204 million, $209 million, and $214 million of assets from commercial credit cards for the three months ended September 30, 2026, June 30, 2026, and September 30, 2025, respectively.
(e)
Yield presented is calculated on the basis of amortized cost excluding fair value hedge basis adjustments. The average amortized cost for securities available for sale was $40.8 billion, $41.0 billion, and $43.1 billion for the three months ended September 30, 2026, June 30, 2026, and September 30, 2025, respectively. Yield based on the fair value of securities available for sale was 3.93%, 3.81%, and 4.05% for the three months ended September 30, 2026, June 30, 2026, and September 30, 2025, respectively.
(f)
A portion of long-term debt and the related interest expense is allocated to discontinued liabilities as a result of applying Key’s matched funds transfer pricing methodology to discontinued operations.
TE = Taxable-equivalent, GAAP = U.S. generally accepted accounting principles.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 20
Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
(Dollars in millions)
Nine months ended September 30, 2026
Nine months ended September 30, 2025
Average
Yield/
Average
Yield/
Balance
Interest (a)
Rate (a)
Balance
Interest (a)
Rate (a)
Assets
Loans:
(b), (c)
Commercial and industrial
(d)
$
61,921
$
2,681
5.78
%
$
55,317
$
2,496
6.03
%
Real estate — commercial mortgage
13,864
596
5.75
13,359
600
6.00
Real estate — construction
2,853
139
6.51
2,840
147
6.92
Commercial lease financing
2,088
60
3.82
2,520
68
3.58
Total commercial loans
80,726
3,476
5.75
74,036
3,311
5.98
Real estate — residential mortgage
18,293
460
3.36
19,439
487
3.34
Home equity loans
5,468
219
5.35
6,090
256
5.63
Other consumer loans
4,415
171
5.18
4,951
189
5.09
Credit cards
910
88
12.95
923
94
13.66
Total consumer loans
29,086
938
4.31
31,403
1,026
4.36
Total loans
109,812
4,414
5.37
105,439
4,337
5.50
Loans held for sale
1,235
51
5.48
960
43
6.03
Securities available for sale
(b), (e)
38,622
1,110
3.60
40,118
1,211
3.74
Held-to-maturity securities
(b)
9,239
279
4.03
7,160
188
3.50
Trading account assets
818
33
5.34
1,158
44
5.08
Short-term investments
11,013
311
3.78
14,048
487
4.63
Other investments
(e)
1,169
23
2.68
972
25
3.47
Total earning assets
171,908
6,221
4.76
169,855
6,335
4.89
Allowance for loan and lease losses
(1,434)
(1,423)
Accrued income and other assets
17,931
18,247
Discontinued assets
192
240
Total assets
$
188,597
$
186,919
Liabilities
Money market deposits
$
43,195
$
689
2.13
%
$
42,182
$
816
2.59
%
Other demand deposits
61,759
852
1.85
58,416
965
2.21
Savings deposits
4,377
3
0.05
4,572
3
0.06
Time deposits
11,860
288
3.25
15,816
447
3.78
Total interest-bearing deposits
121,191
1,832
2.02
120,986
2,231
2.47
Federal funds purchased and securities sold under repurchase agreements
1,604
44
3.71
295
9
4.26
Bank notes and other short-term borrowings
3,335
80
3.22
2,308
75
4.35
Long-term debt
(f)
10,697
469
5.85
11,643
572
6.57
Total interest-bearing liabilities
136,827
2,425
2.37
135,232
2,887
2.85
Noninterest-bearing deposits
27,506
27,807
Accrued expense and other liabilities
4,194
4,447
Discontinued liabilities
(f)
192
240
Total liabilities
$
168,719
$
167,726
Equity
Total equity
$
19,878
$
19,193
Total liabilities and equity
$
188,597
$
186,919
Interest rate spread (TE)
2.40
%
2.04
%
Net interest income (TE) and net interest margin (TE)
$
3,796
2.91
%
$
3,448
2.66
%
TE adjustment
(b)
24
27
Net interest income, GAAP basis
$
3,772
$
3,421
(a)
Results are from continuing operations. Interest excludes the interest associated with the liabilities referred to in (f) below, calculated using a matched funds transfer pricing methodology.
(b)
Interest income on tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory federal income tax rate of 21% for the nine months ended September 30, 2026, and September 30, 2025, respectively.
(c)
For purposes of these computations, nonaccrual loans are included in average loan balances.
(d)
Commercial and industrial average balances include $206 million and
$215 million of
assets from commercial credit cards for the nine months ended September 30, 2026, and September 30, 2025, respectively.
(e)
Yield presented is calculated on the basis of amortized cost excluding fair value hedge basis adjustments. The average amortized cost for securities available for sale was $41.1 billion and $43.2 billion for the nine months ended September 30, 2026, and September 30, 2025, respectively. Yield based on the fair value of securities available for sale was 3.83% and 4.02% for the nine months ended September 30, 2026, and September 30, 2025, respectively.
(f)
A portion of long-term debt and the related interest expense is allocated to discontinued liabilities as a result of applying Key’s matched funds transfer pricing methodology to discontinued operations.
TE = Taxable-equivalent, GAAP = U.S. generally accepted accounting principles
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 21
Noninterest Expense
(Dollars in millions)
Three months ended
Nine months ended
9/30/2026
6/30/2026
9/30/2025
9/30/2026
9/30/2025
Personnel
(a)
$
815
$
786
$
742
$
2,344
$
2,127
Computer processing
116
108
105
335
319
Net occupancy
67
68
65
203
201
Business services and professional fees
46
46
44
128
132
Marketing
23
22
22
63
67
Equipment
21
22
20
62
61
Operating lease expense
6
7
9
20
30
Other expense
151
158
170
488
525
Total noninterest expense
$
1,245
$
1,217
$
1,177
$
3,643
$
3,462
Average full-time equivalent employees
(b)
17,700
17,517
17,414
17,562
17,169
(a)
Additional detail provided in Personnel Expense table below.
(b)
The number of average full-time equivalent employees has not been adjusted for discontinued operations.
Personnel Expense
(Dollars in millions)
Three months ended
Nine months ended
9/30/2026
6/30/2026
9/30/2025
9/30/2026
9/30/2025
Salaries and contract labor
$
463
$
448
$
437
$
1,350
$
1,269
Incentive and stock-based compensation
212
194
190
578
516
Employee benefits
137
140
112
404
329
Severance
3
4
3
12
13
Total personnel expense
$
815
$
786
$
742
$
2,344
$
2,127
Loan Composition
(Dollars in millions)
Change 9/30/2026 vs.
9/30/2026
6/30/2026
9/30/2025
6/30/2026
9/30/2025
Commercial and industrial
(a)
$
66,073
$
62,734
$
56,791
5.3
%
16.3
%
Commercial real estate:
Commercial mortgage
13,816
13,941
13,378
(0.9)
3.3
Construction
2,919
2,896
2,817
0.8
3.6
Total commercial real estate loans
16,735
16,837
16,195
(0.6)
3.3
Commercial lease financing
1,914
1,997
2,333
(4.2)
(18.0)
Total commercial loans
84,722
81,568
75,319
3.9
12.5
Real estate — residential mortgage
17,868
18,178
19,008
(1.7)
(6.0)
Home equity loans
5,266
5,408
5,863
(2.6)
(10.2)
Other consumer loans
4,213
4,349
4,779
(3.1)
(11.8)
Credit cards
924
927
933
(0.3)
(1.0)
Total consumer loans
28,271
28,862
30,583
(2.0)
(7.6)
Total loans
(b), (c)
$
112,993
$
110,430
$
105,902
2.3
%
6.7
%
(a)
Loan balances include $203 million, $208 million, and $212 million of commercial credit card balances at September 30, 2026, June 30, 2026, and September 30, 2025, respectively.
(b)
Total loans exclude loans of $171 million at September 30, 2026, $182 million at June 30, 2026, and $216 million at September 30, 2025, related to the discontinued operations of the education lending business.
(c)
Accrued interest of
$464 million
,
$453 million, and $472 million at September 30, 2026, June 30, 2026, and September 30, 2025, respectively, presented in "other assets" on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.
Loans Held for Sale Composition
(Dollars in millions)
Change 9/30/2026 vs.
9/30/2026
6/30/2026
9/30/2025
6/30/2026
9/30/2025
Commercial and industrial
$
586
$
559
$
130
4.8
%
350.8
%
Real estate — commercial mortgage
509
435
806
17.0
(36.8)
Real estate — residential mortgage
64
204
62
(68.6)
3.2
Total loans held for sale
$
1,159
$
1,198
$
998
(3.3)
%
16.1
%
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 22
Summary of Changes in Loans Held for Sale
(Dollars in millions)
3Q26
2Q26
1Q26
4Q25
3Q25
Balance at beginning of period
$
1,198
$
876
$
1,077
$
998
$
530
New originations
2,525
2,099
2,034
3,356
3,471
Transfers from (to) held to maturity, net
33
34
(13)
(35)
—
Loan sales
(2,577)
(1,721)
(2,201)
(3,232)
(2,956)
Loan draws (payments), net
(22)
(89)
(25)
(10)
(42)
Valuation and other adjustments
2
(1)
4
—
(5)
Balance at end of period
$
1,159
$
1,198
$
876
$
1,077
$
998
Summary of Loan and Lease Loss Experience From Continuing Operations
(Dollars in millions)
Three months ended
Nine months ended
9/30/2026
6/30/2026
9/30/2025
9/30/2026
9/30/2025
Average loans outstanding
$
111,585
$
110,072
$
106,227
$
109,812
$
105,439
Allowance for loan and lease losses at the beginning of the period
$
1,445
$
1,449
$
1,446
$
1,427
$
1,409
Loans charged off:
Commercial and industrial
81
84
87
255
243
Real estate — commercial mortgage
11
20
27
32
69
Real estate — construction
1
—
—
1
—
Total commercial real estate loans
12
20
27
33
69
Commercial lease financing
—
1
—
1
2
Total commercial loans
93
105
114
289
314
Real estate — residential mortgage
1
1
—
2
1
Home equity loans
1
—
—
2
1
Other consumer loans
16
14
15
45
42
Credit cards
10
11
11
31
35
Total consumer loans
28
26
26
80
79
Total loans charged off
121
131
140
369
393
Recoveries:
Commercial and industrial
18
9
21
37
50
Real estate — commercial mortgage
7
1
—
8
1
Real estate — construction
—
—
—
—
—
Total commercial real estate loans
7
1
—
8
1
Commercial lease financing
—
—
—
—
—
Total commercial loans
25
10
21
45
51
Real estate — residential mortgage
1
1
1
3
3
Home equity loans
1
—
—
2
2
Other consumer loans
3
3
2
8
6
Credit cards
2
2
2
6
5
Total consumer loans
7
6
5
19
16
Total recoveries
32
16
26
64
67
Net loan charge-offs
(89)
(115)
(114)
(305)
(326)
Provision (credit) for loan and lease losses
42
111
112
276
361
Allowance for loan and lease losses at end of period
$
1,398
$
1,445
$
1,444
$
1,398
$
1,444
Liability for credit losses on lending-related commitments at beginning of period
$
277
$
296
$
297
$
313
$
290
Provision (credit) for losses on lending-related commitments
19
(19)
(5)
(17)
2
Liability for credit losses on lending-related commitments at end of period
(a)
$
296
$
277
$
292
$
296
$
292
Total allowance for credit losses at end of period
$
1,694
$
1,722
$
1,736
$
1,694
$
1,736
Net loan charge-offs to average total loans
0.32
%
0.42
%
0.42
%
0.37
%
0.41
%
Allowance for loan and lease losses to period-end loans
1.24
1.31
1.36
1.24
1.36
Allowance for credit losses to period-end loans
1.50
1.56
1.64
1.50
1.64
Allowance for loan and lease losses to nonperforming loans
226
179
219
226
219
Allowance for credit losses to nonperforming loans
274
213
264
274
264
Discontinued operations — education lending business:
Loans charged off
$
1
$
—
$
1
$
2
$
2
Recoveries
1
—
1
1
1
Net loan charge-offs
$
—
$
—
$
—
$
(1)
$
(1)
(a)
Included in "Accrued expense and other liabilities" on the balance sheet.
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 23
Asset Quality Statistics From Continuing Operations
(Dollars in millions)
3Q26
2Q26
1Q26
4Q25
3Q25
Net loan charge-offs
$
89
$
115
$
101
$
104
$
114
Net loan charge-offs to average total loans
0.32
%
0.42
%
0.38
%
0.39
%
0.42
%
Allowance for loan and lease losses
$
1,398
$
1,445
$
1,449
$
1,427
$
1,444
Allowance for credit losses
(a)
1,694
1,722
1,745
1,740
1,736
Allowance for loan and lease losses to period-end loans
1.24
%
1.31
%
1.33
%
1.34
%
1.36
%
Allowance for credit losses to period-end loans
1.50
1.56
1.60
1.63
1.64
Allowance for loan and lease losses to nonperforming loans
226
179
212
232
219
Allowance for credit losses to nonperforming loans
274
213
256
283
264
Nonperforming loans at period end
$
618
$
809
$
682
$
615
$
658
Nonperforming assets at period end
627
818
692
627
668
Nonperforming loans to period-end portfolio loans
0.55
%
0.73
%
0.62
%
0.58
%
0.62
%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets
0.55
0.74
0.63
0.59
0.63
(a)
Includes the allowance for loan and lease losses plus the liability for credit losses on lending-related commitments.
Summary of Nonperforming Assets and Past Due Loans From Continuing Operations
(Dollars in millions)
9/30/2026
6/30/2026
3/31/2026
12/31/2025
9/30/2025
Commercial and industrial
$
274
$
358
$
284
$
256
$
253
Real estate — commercial mortgage
154
256
190
157
214
Real estate — construction
—
—
—
—
—
Total commercial real estate loans
154
256
190
157
214
Commercial lease financing
5
6
6
7
—
Total commercial loans
433
620
480
420
467
Real estate — residential mortgage
98
100
115
104
98
Home equity loans
77
79
76
80
82
Other consumer loans
4
4
4
4
4
Credit cards
6
6
7
7
7
Total consumer loans
185
189
202
195
191
Total nonperforming loans
(a)
618
809
682
615
658
OREO
9
9
10
9
10
Nonperforming loans held for sale
—
—
—
3
—
Total nonperforming assets
$
627
$
818
$
692
$
627
$
668
Accruing loans past due 90 days or more
$
79
$
85
$
153
$
99
$
110
Accruing loans past due 30 through 89 days
153
138
137
220
254
Nonperforming assets from discontinued operations — education lending business
1
1
2
2
2
Nonperforming loans to period-end portfolio loans
0.55
%
0.73
%
0.62
%
0.58
%
0.62
%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets
0.55
0.74
0.63
0.59
0.63
Summary of Changes in Nonperforming Loans From Continuing Operations
(Dollars in millions)
3Q26
2Q26
1Q26
4Q25
3Q25
Balance at beginning of period
$
809
$
682
$
615
$
658
$
696
Loans placed on nonaccrual status
165
365
253
248
210
Charge-offs
(121)
(131)
(117)
(124)
(140)
Loans sold
(28)
(33)
(2)
(7)
(13)
Payments
(190)
(38)
(37)
(124)
(68)
Transfers to OREO
(1)
(1)
(1)
(1)
(1)
Loans returned to accrual status
(16)
(35)
(29)
(35)
(26)
Balance at end of period
$
618
$
809
$
682
$
615
$
658
KeyCorp Reports Third Quarter
2026
Results
October 20, 2026
Page 24
Line of Business Results
(Dollars in millions)
Change 3Q26 vs.
3Q26
2Q26
1Q26
4Q25
3Q25
2Q26
3Q25
Consumer Bank
Summary of operations
Total revenue (TE)
$
1,049
$
1,010
$
978
$
997
$
991
3.9
%
5.9
%
Provision for credit losses
55
26
40
32
40
111.5
37.5
Noninterest expense
716
707
693
717
677
1.3
5.8
Net income (loss) attributable to Key
211
210
185
188
208
0.5
1.4
Average loans and leases
32,596
33,287
33,997
34,684
35,377
(2.1)
(7.9)
Average deposits
87,367
87,430
87,796
87,738
87,718
(0.1)
(0.4)
Net loan charge-offs
47
45
40
49
49
4.4
(4.1)
Net loan charge-offs to average total loans
0.57
%
0.54
%
0.48
%
0.56
%
0.55
%
5.6
3.6
Nonperforming assets at period end
$
248
$
253
$
270
$
262
$
266
(2.0)
(6.8)
Return on average allocated equity
30.54
%
30.52
%
26.46
%
25.88
%
27.62
%
0.1
10.6
Commercial Bank
Summary of operations
Total revenue (TE)
$
1,201
$
1,108
$
1,119
$
1,197
$
1,115
8.4
%
7.7
%
Provision for credit losses
8
67
70
73
68
(88.1)
(88.2)
Noninterest expense
529
504
475
517
486
5.0
8.8
Net income (loss) attributable to Key
516
423
451
472
440
22.0
17.3
Average loans and leases
78,556
76,238
73,146
71,107
70,328
3.0
11.7
Average loans held for sale
1,425
936
958
1,140
1,224
52.2
16.4
Average deposits
60,718
58,895
58,929
60,485
58,524
3.1
3.7
Net loan charge-offs
42
71
64
53
64
(40.8)
(34.4)
Net loan charge-offs to average total loans
0.21
%
0.37
%
0.35
%
0.30
%
0.36
%
(43.2)
(41.7)
Nonperforming assets at period end
$
379
$
565
$
422
$
365
$
402
(32.9)
(5.7)
Return on average allocated equity
19.45
%
16.40
%
18.10
%
18.85
%
17.87
%
18.6
8.8
TE = Taxable-equivalent
Selected Items Impact on Earnings
(Dollars in millions, except per share amounts)
Pretax
(a)
After-tax at marginal rate
(a)
Quarter to date results
Amount
Net Income
EPS
(b), (d)
Three months ended September 30, 2026
No items
$
—
$
—
$
—
Three months ended June 30, 2026
No items
—
—
—
Three months ended March 31, 2026
No items
—
—
—
Three months ended December 31, 2025
FDIC special assessment (other expense)
(c)
21
16
0.01
Three months ended September 30, 2025
FDIC special assessment (other expense)
(c)
5
4
—
Year to date results
Nine months ended September 30, 2026
No items
$
—
$
—
$
—
Nine months ended September 30, 2025
FDIC special assessment (other expense)
(c)
5
4
—
(a)
Favorable (unfavorable) impact.
(b)
Impact to EPS reflected on a fully diluted basis.
(c)
In November 2023, the FDIC issued a final rule implementing a special assessment on insured depository institutions to recover the loss to the FDIC’s deposit insurance fund (DIF) associated with protecting uninsured depositors following the 2023 closures of Silicon Valley Bank and Signature Bank. KeyCorp recorded the initial loss estimate related to the special assessment during the fourth quarter of 2023. Amounts reflected in this table represent adjustments from initial estimates based on quarterly invoices received from the FDIC.
(d)
Earnings per share may not foot due to roundin
g.

----- a3q26erex993.htm -----
EX-99.3
4
a3q26erex993.htm
EX-99.3
Document
Exhibit 99.3
Consolidated Balance Sheets
(dollars in millions)
9/30/2026
6/30/2026
9/30/2025
Assets
Loans
$
112,993
$
110,430
$
105,902
Loans held for sale
1,159
1,198
998
Securities available for sale
36,311
38,459
40,456
Held-to-maturity securities
9,612
9,515
7,509
Trading account assets
925
936
972
Short-term investments
12,973
12,416
13,334
Other investments
1,281
1,230
921
Total earning assets
175,254
174,184
170,092
Allowance for loan and lease losses
(1,398)
(1,445)
(1,444)
Cash and due from banks
1,540
1,711
1,938
Premises and equipment
636
620
606
Goodwill
2,803
2,752
2,752
Other intangible assets
11
3
13
Corporate-owned life insurance
4,461
4,456
4,428
Accrued income and other assets
9,617
8,848
8,803
Discontinued assets
178
188
221
Total assets
$
193,102
$
191,317
$
187,409
Liabilities
Deposits in domestic offices:
Interest-bearing deposits
125,594
122,196
122,425
Noninterest-bearing deposits
28,220
30,893
28,340
Total deposits
153,814
153,089
150,765
Federal funds purchased and securities sold under repurchase agreements
49
5
10
Bank notes and other short-term borrowings
5,185
3,680
1,339
Accrued expense and other liabilities
4,772
3,778
4,276
Long-term debt
11,473
10,967
10,917
Total liabilities
175,293
171,519
167,307
Equity
Preferred stock
1,975
2,500
2,500
Common shares
1,257
1,257
1,257
Capital surplus
6,057
6,014
6,002
Retained earnings
16,194
15,873
15,111
Treasury stock, at cost
(3,809)
(3,492)
(2,619)
Accumulated other comprehensive income (loss)
(3,865)
(2,354)
(2,149)
Total equity
17,809
19,798
20,102
Total liabilities and equity
$
193,102
$
191,317
$
187,409
Common shares outstanding (000)
1,058,176
1,072,035
1,112,952
Consolidated Statements of Income
(dollars in millions, except per share amounts)
Three months ended
Nine months ended
9/30/2026
6/30/2026
9/30/2025
9/30/2026
9/30/2025
Interest income
Loans
$
1,511
$
1,463
$
1,466
$
4,390
$
4,310
Loans held for sale
22
15
18
51
43
Securities available for sale
373
367
408
1,110
1,211
Held-to-maturity securities
98
95
64
279
188
Trading account assets
12
10
11
33
44
Short-term investments
107
101
156
311
487
Other investments
10
8
8
23
25
Total interest income
2,133
2,059
2,131
6,197
6,308
Interest expense
Deposits
634
600
748
1,832
2,231
Federal funds purchased and securities sold under repurchase agreements
11
19
4
44
9
Bank notes and other short-term borrowings
25
35
14
80
75
Long-term debt
163
155
181
469
572
Total interest expense
833
809
947
2,425
2,887
Net interest income
1,300
1,250
1,184
3,772
3,421
Provision for credit losses
61
92
107
259
363
Net interest income after provision for credit losses
1,239
1,158
1,077
3,513
3,058
Noninterest income
Trust and investment services income
165
159
150
481
435
Investment banking and debt placement fees
214
169
184
580
537
Service charges on deposit accounts
79
77
75
233
217
Operating lease income and other leasing gains
9
10
11
27
34
Corporate services income
72
80
72
223
213
Cards and payments income
93
94
86
273
253
Corporate-owned life insurance income
35
33
35
102
100
Consumer mortgage income
14
17
14
44
42
Commercial mortgage servicing fees
53
49
73
164
219
Other income
9
15
8
42
16
Net securities gains (losses)
1
3
(6)
4
(6)
Total noninterest income
744
706
702
2,173
2,060
Noninterest expense
Personnel
815
786
742
2,344
2,127
Net occupancy
67
68
65
203
201
Computer processing
116
108
105
335
319
Business services and professional fees
46
46
44
128
132
Equipment
21
22
20
62
61
Operating lease expense
6
7
9
20
30
Marketing
23
22
22
63
67
Other expense
151
158
170
488
525
Total noninterest expense
1,245
1,217
1,177
3,643
3,462
Income (loss) from continuing operations before income taxes
738
647
602
2,043
1,656
Income taxes
159
139
112
434
337
Income (loss) from continuing operations
579
508
490
1,609
1,319
Income (loss) from discontinued operations, net of taxes
—
1
(1)
1
—
Net income (loss)
579
509
489
1,610
1,319
Less: Net income (loss) attributable to noncontrolling interests
—
—
—
—
—
Net income (loss) attributable to Key
$
579
$
509
$
489
$
1,610
$
1,319
Income (loss) from continuing operations attributable to Key common shareholders
$
537
$
472
$
454
$
1,495
$
1,211
Net income (loss) attributable to Key common shareholders
537
473
453
1,496
1,211
Per common share
Income (loss) from continuing operations attributable to Key common shareholders
$
.51
$
.44
$
.41
$
1.39
$
1.1
Income (loss) from discontinued operations, net of taxes
—
—
—
—
—
Net income (loss) attributable to Key common shareholders
(a)
.51
.44
.41
1.39
1.1
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders
$
.51
$
.44
$
.41
$
1.39
$
1.09
Income (loss) from discontinued operations, net of taxes
—
—
—
—
—
Net income (loss) attributable to Key common shareholders
(a)
.51
.44
$
.41
1.39
1.09
Cash dividends declared per common share
$
.205
$
.205
$
.205
$
.615
$
.615
Weighted-average common shares outstanding (000)
1,054,951
1,071,229
1,100,830
1,070,808
1,099,520
Effect of common share options and other stock awards
(b)
9,315
8,779
9,845
9,395
8,864
Weighted-average common shares and potential common shares outstanding (000)
(c)
1,064,266
1,080,008
1,110,675
1,080,203
1,108,384
(a)
Earnings per share may not foot due to rounding.
(b)
For periods ended in a loss from continuing operations attributable to Key common shareholders, anti-dilutive instruments have been excluded from the calculation of diluted earnings per share.
(c)
Assumes conversion of common share options and other stock awards and/or convertible preferred stock, as applicable.