KEYCORP /NEW/ 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page Number Management’s Annual Report on Internal Control over Financial Reporting 98 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting 99 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 100 Consolidated Balance Sheets 102 Consolidated Statements of Income 103 Consolidated Statements of Comprehensive Income 104 Consolidated Statements of Changes in Equity 105 Consolidated Statements of Cash Flows 106 Notes to Consolidated Financial Statements 107 Note 1. Summary of Significant Accounting Policies 107 Note 2. Earnings Per Common Share 118 Note 3 . Loan Portfolio 119 Note 4 . Asset Quality 119 Note 5 . Fair Value Measurements 131 Note 6 . Securities 137 Note 7 . Derivatives and Hedging Activities 139 Note 8 . Mortgage Servicing Assets 144 Note 9 . Leases 147 Note 1 0 . Premises and Equipment 149 Note 1 1 . Goodwill and Other Intangible Assets 150 Note 1 2 . Variable Interest Entities 151 Note 1 3 . Income Taxes 153 Note 1 4 . Discontinued Operations 156 Note 1 5 . Stock-Based Compensation 156 Note 1 6 . Employee Benefits 159 Note 1 7 . Borrowings 163 Note 18. Time Deposits 165 Note 19 . Commitments, Contingent Liabilities, and Guarantees 165 Note 2 0 . Accumulated Other Comprehensive Income 168 Note 2 1 . Shareholders’ Equity 169 Note 22. Regulatory Matters 169 Note 2 3 . Business Segment Reporting 171 Note 2 4 . Condensed Financial Information of the Parent Company 173 Note 2 5 . Revenue from Contracts with Customers 175 97 Table of contents Management’s Annual Report on Internal Control over Financial Reporting We are responsible for the preparation, content and integrity of the financial statements and other statistical data and analyses compiled for this annual report. The financial statements and related notes have been prepared in conformity with U.S. generally accepted accounting principles and include amounts which of necessity are based on management’s best estimates and judgments and give due consideration to materiality. We believe the financial statements and notes present fairly our financial position, results of operations and cash flows in all material respects. We are responsible for establishing and maintaining a system of internal control that is designed to protect our assets and the integrity of our financial reporting as defined in the Securities Exchange Act of 1934, as amended. This corporate-wide system of controls includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of KeyCorp; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles, and that receipts and expenditures of KeyCorp are made only in accordance with authorizations of management and directors of KeyCorp; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of KeyCorp’s assets that could have a material effect on the consolidated financial statements. All employees are required to comply with our code of ethics. We conduct an annual certification process to ensure that our employees meet this obligation. Although any system of internal control can be compromised by human error or intentional circumvention of required procedures, we believe our system provides reasonable assurance that financial transactions are recorded and reported properly, providing an adequate basis for reliable financial statements. During 2025, the Audit Committee of the Board of Directors met regularly with Management, internal audit, and the independent registered public accounting firm, Ernst & Young LLP , to review the scope of their audits and to discuss the evaluation of internal accounting controls and financial reporting matters. The independent registered public accounting firm and the internal auditors have free access to, and meet confidentially with, the audit committee to discuss appropriate matters. Also, KeyCorp maintains a Disclosure Review Committee. This committee’s purpose is to design and maintain disclosure controls and procedures to ensure that material information relating to the financial and operating condition of KeyCorp is properly reported to its Chief Executive Officer, Chief Financial Officer, Chief Auditor, and the Audit Committee of the Board of Directors in connection with the preparation and filing of periodic reports and the certification of those reports by the Chief Executive Officer and the Chief Financial Officer. Management’s Assessment of Internal Control over Financial Reporting Management assessed, with participation of KeyCorp’s Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control and procedures over financial reporting using criteria described in “Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that assessment, we believe we maintained an effective system of internal control over financial reporting as of December 31, 2025. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. KeyCorp's internal control over financial reporting as of December 31, 2025, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their accompanying report dated February 23, 2026. Christopher M. Gorman Clark H. Khayat Chairman and Chief Executive Officer Chief Financial Officer 98 Table of contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of KeyCorp Opinion on Internal Control over Financial Reporting We have audited KeyCorp’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, KeyCorp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of KeyCorp as of December 31, 2025 and 2024 , and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 23, 2026 expressed an unqualified opinion thereon. Basis for Opinion KeyCorp’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on KeyCorp’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to KeyCorp in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Cleveland, Ohio February 23, 2026 99 Table of contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of KeyCorp Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of KeyCorp as of December 31, 2025 and 2024 , the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of KeyCorp at December 31, 2025 and 2024 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), KeyCorp’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of KeyCorp’s management. Our responsibility is to express an opinion on KeyCorp’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to KeyCorp in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. 100 Table of contents Allowance for Loan and Lease Losses (ALLL) Description of the Matter KeyCorp’s loan and lease portfolio totaled $106.5 billion as of December 31, 2025 and the associated ALLL was $1.4 billion. As discussed in Note 1 and 4 of the financial statements, the ALLL represents management’s current estimate of lifetime credit losses inherent in the loan portfolio at the balance sheet date. Management estimates the ALLL using relevant available information, from internal and external sources, relating to past events, current portfolio specific and economic conditions, and reasonable and supportable forecasts. The ALLL is the sum of (i) asset specific / individual loan reserves; (ii) quantitative (formulaic or pooled) reserves; and (iii) qualitative (judgmental) reserves. Management estimates the quantitative reserves using probability of default / loss given default / exposure at default models (“loss forecasting models”), as well as other estimation methods for smaller loan portfolios. The ALLL also considers qualitative factors related to idiosyncratic risk factors, changes in current economic conditions that may not be reflected in quantitatively derived results, and other relevant factors to reflect management’s best estimate of current expected credit losses. Auditing management’s ALLL was complex due to the loss forecasting models used to compute the quantitative reserve and involves a high degree of subjectivity and judgment in evaluating management’s determination of the qualitative factor adjustments to the ALLL described above. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over KeyCorp’s ALLL process, including controls over the appropriateness of the ALLL methodology, operation and monitoring of loss forecasting models, the reliability and accuracy of data used in developing the ALLL estimate, and management’s review and approval process over the economic forecast, qualitative adjustments and overall ALLL results. With the assistance of EY specialists, we tested management’s loss forecasting models, including evaluating the conceptual soundness of model methodology, assessing model performance and governance, testing key modeling assumptions and independently recalculating model output. We also verified the underlying economic forecast data used to estimate the quantitative reserve was complete and accurate. To test the qualitative factor adjustments, among other procedures, we assessed management’s methodology and considered whether relevant risks were reflected in the models and whether adjustments to the model output were appropriate. We tested the completeness, accuracy and relevance of the underlying data used to estimate the qualitative adjustments. We evaluated whether qualitative adjustments were reasonable based on changes in economic conditions, the loan portfolio, and management’s policies and procedures. For example, we evaluated the reasonableness of qualitative adjustments (or lack thereof) for concentrations of credit by independently comparing to loan portfolio information. We also assessed whether qualitative adjustments were consistent with publicly available information (e.g., macroeconomic data). Further, we performed an independent search for the existence of new or contrary information relating to risks impacting the qualitative factor adjustments to validate that management’s considerations are appropriate. Additionally, we evaluated whether the overall ALLL, inclusive of qualitative factor adjustments, appropriately reflects losses expected in the loan and lease portfolio by comparing to peer bank data and KeyCorp’s actual historical loss data. We have served as KeyCorp’s auditor since 1994. Cleveland, Ohio February 23, 2026 101 Table of contents Consolidated Balance Sheets December 31, Dollars in millions, except per share data 2025 2024 ASSETS Cash and due from banks $ 1,287 $ 1,743 Short-term investments 10,163 17,504 Trading account assets 1,061 1,283 Securities available for sale 39,596 37,707 Held-to-maturity securities (fair value: $ 8,313 and $ 6,837 ) 8,622 7,395 Other investments 949 1,041 Loans, net of unearned income of $ 303 and $ 311 106,541 104,260 Allowance for loan and lease losses ( 1,427 ) ( 1,409 ) Net loans 105,114 102,851 Loans held for sale (a) 1,077 797 Premises and equipment 628 614 Goodwill 2,752 2,752 Other intangible assets 8 27 Corporate-owned life insurance 4,432 4,394 Accrued income and other assets 8,481 8,797 Discontinued assets 211 263 Total assets $ 184,381 $ 187,168 LIABILITIES Deposits: Interest-bearing deposits $ 121,100 $ 120,132 Noninterest-bearing deposits 27,613 29,628 Total deposits 148,713 149,760 Federal funds purchased and securities sold under repurchase agreements 13 14 Bank notes and other short-term borrowings 1,071 2,130 Accrued expense and other liabilities 4,286 4,983 Long-term debt 9,917 12,105 Total liabilities 164,000 168,992 EQUITY Preferred stock 2,500 2,500 Common Shares, $ 1 par value; authorized 2,100,000,000 shares; issued 1,256,702,081 shares at December 31, 2025 and 2024 1,257 1,257 Capital surplus 6,035 6,038 Retained earnings 15,359 14,584 Treasury stock, at cost ( 154,301,387 and 149,915,630 shares) ( 2,810 ) ( 2,733 ) Accumulated other comprehensive income (loss) ( 1,960 ) ( 3,470 ) Total equity 20,381 18,176 Total liabilities and equity $ 184,381 $ 187,168 (a) Total loans held for sale include Real estate — residential mortgage loans held for sale at fair value of $ 149 million at December 31, 2025, and $ 93 million at December 31, 2024 . See Notes to Consolidated Financial Statements 102 Table of contents Consolidated Statements of Income Year ended December 31, Dollars in millions, except per share amounts 2025 2024 2023 INTEREST INCOME Loans $ 5,749 $ 6,026 $ 6,219 Loans held for sale 61 60 61 Securities available for sale 1,599 1,142 793 Held-to-maturity securities 264 284 312 Trading account assets 56 61 55 Short-term investments 624 792 414 Other investments 33 62 73 Total interest income 8,386 8,427 7,927 INTEREST EXPENSE Deposits 2,919 3,307 2,322 Federal funds purchased and securities sold under repurchase agreements 13 4 79 Bank notes and other short-term borrowings 84 164 308 Long-term debt 734 1,187 1,305 Total interest expense 3,750 4,662 4,014 NET INTEREST INCOME 4,636 3,765 3,913 Provision for credit losses 471 335 489 Net interest income after provision for credit losses 4,165 3,430 3,424 NONINTEREST INCOME Trust and investment services income 591 557 516 Investment banking and debt placement fees 780 688 542 Cards and payments income 337 331 340 Service charges on deposit accounts 295 261 270 Corporate services income 294 275 302 Commercial mortgage servicing fees 287 258 190 Corporate-owned life insurance income 140 138 132 Consumer mortgage income 58 58 51 Operating lease income and other leasing gains 43 76 92 Other income 23 23 46 Net securities gains (losses) ( 6 ) ( 1,856 ) ( 11 ) Total noninterest income 2,842 809 2,470 NONINTEREST EXPENSE Personnel 2,917 2,714 2,660 Net occupancy 270 266 267 Computer processing 425 414 368 Business services and professional fees 193 174 168 Equipment 83 80 88 Operating lease expense 38 63 77 Marketing 95 94 109 Other expense 682 740 997 Total noninterest expense 4,703 4,545 4,734 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 2,304 ( 306 ) 1,160 Income taxes 476 ( 143 ) 196 INCOME (LOSS) FROM CONTINUING OPERATIONS 1,828 ( 163 ) 964 Income (loss) from discontinued operations 1 2 3 NET INCOME (LOSS) $ 1,829 $ ( 161 ) $ 967 Income (loss) from continuing operations attributable to Key common shareholders $ 1,685 $ ( 306 ) $ 821 Net income (loss) attributable to Key common shareholders 1,686 ( 304 ) 824 Per Common Share: Income (loss) from continuing operations attributable to Key common shareholders $ 1.53 $ ( .32 ) $ .88 Income (loss) from discontinued operations, net of taxes — — — Net income (loss) attributable to Key common shareholders (a) 1.53 ( .32 ) .89 Per Common Share — assuming dilution: Income (loss) from continuing operations attributable to Key common shareholders $ 1.52 $ ( .32 ) $ .88 Income (loss) from discontinued operations, net of taxes — — — Net income (loss) attributable to Key common shareholders (a) 1.52 ( .32 ) .88 Weighted-average Common Shares outstanding (000) 1,098,558 949,561 927,217 Effect of Common Share options and other stock awards (b) 9,436 — 5,542 Weighted-average Common Shares and potential Common Shares outstanding (000) (c) 1,107,994 949,561 932,759 (a) EPS 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. See Notes to Consolidated Financial Statements. 103 Table of contents Consolidated Statements of Comprehensive Income Year ended December 31, Dollars in millions 2025 2024 2023 Net income (loss) $ 1,829 $ ( 161 ) $ 967 Other comprehensive income (loss), net of tax: Net unrealized gains (losses) on securities available for sale, net of income taxes of $( 326 ), $( 459 ), and $( 222 ) 1,018 1,456 705 Net unrealized gains (losses) on derivative financial instruments, net of income taxes of $( 137 ), $( 104 ), and $( 114 ) 427 329 361 Net pension and postretirement benefit costs, net of income taxes of $( 20 ), $ 8 , and $ 0 65 ( 26 ) — Total other comprehensive income (loss), net of tax 1,510 1,759 1,066 Comprehensive income (loss) attributable to Key $ 3,339 $ 1,598 $ 2,033 See Notes to Consolidated Financial Statements. 104 Table of contents Consolidated Statements of Changes in Equity Key Shareholders’ Equity Dollars in millions, except per share amounts Preferred Shares Outstanding (000) Common Shares Outstanding (000) Preferred Stock Common Shares Capital Surplus Retained Earnings Treasury Stock, at Cost Accumulated Other Comprehensive Income (Loss) Total Shareholder’s Equity BALANCE AT DECEMBER 31, 2022 1,996 933,325 $ 2,500 $ 1,257 $ 6,286 $ 15,616 $ ( 5,910 ) $ ( 6,295 ) $ 13,454 Net income (loss) 967 967 Other comprehensive income (loss) 1,066 1,066 Deferred compensation ( 5 ) ( 5 ) Cash dividends declared Common Shares ($ .82 per share) ( 768 ) ( 768 ) Series D Preferred Stock ($ 50.00 per depositary share) ( 26 ) ( 26 ) Series E Preferred Stock ($ 1.531252 per depositary share) ( 31 ) ( 31 ) Series F Preferred Stock ($ 1.4125 per depositary share) ( 24 ) ( 24 ) Series G Preferred Stock ($ 1.406252 per depositary share) ( 25 ) ( 25 ) Series H Preferred Stock ($ 1.55 per depositary share) ( 37 ) ( 37 ) Open market Common Share repurchases ( 2,550 ) — ( 38 ) ( 38 ) Employee equity compensation program Common Share repurchases ( 1,833 ) — ( 34 ) ( 34 ) Common shares reissued (returned) for stock options and other employee benefit plans 7,622 — 138 138 BALANCE AT DECEMBER 31, 2023 1,996 936,564 $ 2,500 $ 1,257 $ 6,281 $ 15,672 $ ( 5,844 ) $ ( 5,229 ) $ 14,637 Net income (loss) ( 161 ) ( 161 ) Other comprehensive income (loss) 1,759 1,759 Deferred compensation ( 3 ) ( 3 ) Cash dividends declared Common Shares ($ .82 per share) ( 784 ) ( 784 ) Series D Preferred Stock ($ 50.00 per depositary share) ( 26 ) ( 26 ) Series E Preferred Stock ($ 1.531252 per depositary share) ( 31 ) ( 31 ) Series F Preferred Stock ($ 1.4125 per depositary share) ( 24 ) ( 24 ) Series G Preferred Stock ($ 1.406252 per depositary share) ( 25 ) ( 25 ) Series H Preferred Stock ($ 1.55 per depositary share) ( 37 ) ( 37 ) Employee equity compensation program Common Share repurchases ( 1,991 ) — ( 28 ) ( 28 ) Common Shares reissued (returned) for stock options and other employee benefit plans 9,342 ( 42 ) 170 128 Common Shares reissued under Scotiabank investment agreement, net of issuance costs 162,871 ( 198 ) 2,969 2,771 BALANCE AT DECEMBER 31, 2024 1,996 1,106,786 $ 2,500 $ 1,257 $ 6,038 $ 14,584 $ ( 2,733 ) $ ( 3,470 ) $ 18,176 Net income (loss) 1,829 1,829 Other comprehensive income (loss) 1,510 1,510 Deferred compensation 1 1 Cash dividends declared Common Shares ($ 0.82 per share) ( 911 ) ( 911 ) Series D Preferred Stock ($ 50.00 per depositary share) ( 26 ) ( 26 ) Series E Preferred Stock ($ 1.531252 per depositary share) ( 31 ) ( 31 ) Series F Preferred Stock ($ 1.4125 per depositary share) ( 24 ) ( 24 ) Series G Preferred Stock ($ 1.406252 per depositary share) ( 25 ) ( 25 ) Series H Preferred Stock ( $ 1.55 per depositary share) ( 37 ) ( 37 ) Open market Common Share repurchases ( 11,109 ) — ( 200 ) ( 200 ) Employee equity compensation program Common Share repurchases ( 1,963 ) — ( 35 ) ( 35 ) Common Shares reissued (returned) for stock options and other employee benefit plans 8,687 ( 4 ) 158 154 BALANCE AT DECEMBER 31, 2025 1,996 1,102,401 $ 2,500 $ 1,257 $ 6,035 $ 15,359 $ ( 2,810 ) $ ( 1,960 ) $ 20,381 See Notes to Consolidated Financial Statements. 105 Table of contents Consolidated Statements of Cash Flows Year ended December 31, Dollars in millions 2025 2024 2023 OPERATING ACTIVITIES Net income (loss) $ 1,829 $ ( 161 ) $ 967 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Provision for credit losses 471 335 489 Depreciation, amortization, and accretion, net 21 73 154 Increase in cash surrender value of corporate-owned life insurance ( 123 ) ( 118 ) ( 110 ) Stock-based compensation expense 132 104 121 Deferred income taxes (benefit) 4 ( 351 ) ( 108 ) Proceeds from sales of loans held for sale 10,042 8,174 8,859 Originations of loans held for sale, net of repayments ( 10,280 ) ( 8,490 ) ( 8,434 ) Net losses (gains) from sale of loans held for sale ( 147 ) ( 120 ) ( 135 ) Net losses (gains) on leased equipment — ( 9 ) ( 9 ) Net securities and other investments losses (gains) 6 1,856 11 Net losses (gains) on sales of fixed assets — ( 7 ) 18 Net change in: Trading account assets 222 ( 141 ) ( 313 ) Accrued income and other assets 221 ( 270 ) 554 Accrued expense and other liabilities ( 723 ) ( 72 ) 450 Other operating activities, net 533 ( 139 ) 389 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 2,208 664 2,903 INVESTING ACTIVITIES Net decrease (increase) in short-term investments, excluding acquisitions 7,341 ( 6,687 ) ( 8,385 ) Purchases of securities available for sale ( 7,813 ) ( 21,078 ) ( 2,160 ) Proceeds from sales of securities available for sale 5 17,932 1,752 Proceeds from prepayments and maturities of securities available for sale 7,338 2,758 3,225 Purchases of held-to-maturity securities ( 2,273 ) — ( 1,194 ) Proceeds from prepayments and maturities of held-to-maturity securities 1,054 1,190 1,343 Net decrease (increase) in other investments 92 202 58 Net decrease (increase) in loans, excluding acquisitions, sales, and transfers ( 2,664 ) 7,920 6,668 Proceeds from sales of portfolio loans 156 194 151 Proceeds from corporate-owned life insurance 86 107 96 Purchases of premises, equipment, and software ( 107 ) ( 65 ) ( 142 ) Proceeds from sales of premises and equipment 4 24 5 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 3,219 2,497 1,417 FINANCING ACTIVITIES Net increase (decrease) in deposits ( 1,047 ) 4,173 2,992 Net increase (decrease) in short-term borrowings ( 1,060 ) ( 947 ) ( 6,372 ) Net proceeds from issuance of long-term debt 1,556 1,646 5,240 Payments on long-term debt ( 4,052 ) ( 9,057 ) ( 5,052 ) Repurchases of long-term debt — — ( 92 ) Open market common share repurchases ( 200 ) — ( 38 ) Employee equity compensation program Common Share repurchases ( 35 ) ( 28 ) ( 34 ) Net proceeds from reissuance of Common Shares 9 10 1 Net proceeds from Scotiabank investment — 2,771 — Cash dividends paid ( 1,054 ) ( 927 ) ( 911 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ( 5,883 ) ( 2,359 ) ( 4,266 ) NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS ( 456 ) 802 54 CASH AND DUE FROM BANKS AT BEGINNING OF YEAR 1,743 941 887 CASH AND DUE FROM BANKS AT END OF YEAR $ 1,287 $ 1,743 $ 941 Additional disclosures relative to cash flows: Interest paid $ 3,710 $ 4,160 $ 3,109 Income taxes paid (a) 71 68 156 Noncash items: Reduction of secured borrowing and related collateral $ 2 $ 4 $ 6 Loans transferred to portfolio from held for sale 106 124 208 Loans transferred to held for sale from portfolio 6 3 19 Loans transferred to other real estate owned 5 6 7 (a) Refer to Note 13 Income Taxes for additional details on income taxes paid by jurisdiction. See Notes to Consolidated Financial Statements. 106 Table of contents 1. Summary of Significant Accounting Policies Organization We are one of the nation’s largest bank-based financial services companies, providing deposit, lending, cash management, and investment services to individuals and small and medium-sized businesses through our subsidiary, KeyBank. We also provide 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 through our subsidiary, KBCM. As of December 31, 2025, KeyBank operated 940 full-service retail banking branches and 1,120 ATMs in 15 states, as well as additional offices, online and mobile banking capabilities, and a telephone banking call center. Additional information pertaining to our two reportable business segments, Consumer Bank and Commercial Bank, is included in Note 23 (“Business Segment Reporting”). Use of Estimates Our accounting policies conform to US GAAP and prevailing practices within the financial services industry. We must make certain estimates and judgments when determining the amounts presented in our consolidated financial statements and the related notes. If these estimates prove to be inaccurate, actual results could differ from those reported. Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of KeyCorp and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Some previously reported amounts have been reclassified in the Consolidated Statements of Cash Flows from “other operating activities, net” to either the net change in “accrued income and other assets” or “accrued expense and other liabilities” to align with updated presentation. Some previously reported amounts have been reclassified in the Consolidated Statements of Income from “other income” to “net securities gains (losses)”. The consolidated financial statements also include the accounts of any voting rights entities in which we have a controlling financial interest and certain VIEs. In accordance with the applicable accounting guidance for consolidations, we consolidate a VIE if we have (i) a variable interest in the entity; (ii) the power to direct activities of the VIE that most significantly affect the entity’s economic performance; and (iii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE (i.e., we are considered to be the primary beneficiary). Variable interests can include equity interests, subordinated debt, derivative contracts, leases, service agreements, guarantees, standby letters of credit, loan commitments, and other contracts, agreements, and financial instruments. See Note 12 (“Variable Interest Entities”) for information on our involvement with VIEs. We use the equity method to account for unconsolidated investments in voting rights entities or VIEs if we have significant influence over the entity’s operating and financing decisions (usually defined as a voting or economic interest of 20% to 50%, but not controlling). Unconsolidated investments in voting rights entities or VIEs in which we have a voting or economic interest of less than 20% generally are carried at fair value or a cost measurement alternative. Investments held by our registered broker-dealer and investment company subsidiaries (principal investing entities and Real Estate Capital line of business) are carried at fair value. In preparing these financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all shareholders and other financial statement users or filed with the SEC. Cash and Cash Equivalents Cash and due from banks are considered “cash and cash equivalents” for financial reporting purposes. We do not consider cash on deposit with the Federal Reserve to be restricted. 107 Table of contents Loans We assess all loan modifications to determine whether one is granted to a borrower experiencing financial difficulty, regardless of whether the modification loan terms include a concession. Modifications granted to borrowers experiencing financial difficulty may be in the form of an interest rate reduction, payment delay, other modifications, or some combination thereof. A borrower is considered to be experiencing financial difficulty when there is significant doubt about the borrower’s ability to make required payments on the loan or to get equivalent financing from another creditor at a market rate for a similar loan. Loans held in portfolio, which management has the intent and ability to hold for the foreseeable future or until maturity or payoff, are carried at the principal amount outstanding, net of unearned income, including net deferred loan fees and costs and unamortized premiums and discounts. We defer certain nonrefundable loan origination and commitment fees, and the direct costs of originating or acquiring loans. The net deferred amount is amortized over the estimated lives of the related loans as an adjustment to the yield. Accrued interest on loans is included in "other assets" on the balance sheet and is excluded from the calculation of the allowance for credit losses due to our charge-off policy to reverse accrued interest on nonperforming loans against interest income in a timely manner. Sales-type leases are carried at the aggregate of the lease receivable, estimated unguaranteed residual values, and deferred initial direct fees and costs if certain criteria are met. Direct financing leases are carried at the aggregate of the lease receivable, estimated unguaranteed residual values, and deferred initial direct fees and costs, less unearned income. Unearned income on direct financing leases is amortized over the lease terms using a method approximating the interest method that produces a constant rate of return. Deferred initial direct fees and costs for both sales-type and direct financing leases are amortized over the lease terms as an adjustment to the yield. Expected credit losses on net investments in leases, including any unguaranteed residual asset, are included in the ALLL. Net gains or losses on sales of lease residuals are included in “other income” or “other expense” on the income statement. Additional information pertaining to the value of lease residuals is provided in Note 9 (“Leases”). Loans Held for Sale Loans held for sale generally include certain residential and commercial mortgage loans, other commercial loans, and student loans. Loans are initially classified as held for sale when they are individually identified as being available for immediate sale and a formal plan exists to sell them. Loans held for sale are recorded at either fair value, if elected, or the lower of cost or fair value. Fair value is determined based on available market data for similar assets. When a loan is originated as held-for-sale, origination fees and costs are deferred but not amortized. Upon sale of the loans, deferred origination fees and costs are recognized as part of the calculated gain or loss on sale. Our commercial loans (including commercial mortgage and non-mortgage loans) and student loans, which we originated and intend to sell, are carried at the lower of aggregate cost or fair value. Subsequent declines in fair value for loans held for sale are recognized as a charge to “other income” on the income statement. Consumer real estate - residential mortgages loans have been elected to be carried at fair value. Subsequent increases and decreases in fair value for loans elected to be measured at fair value are recorded to “consumer mortgage income” on the income statement. Additional information regarding fair value measurements associated with our loans held for sale is provided in Note 5 (“Fair Value Measurements”). We may transfer certain loans to held for sale at the lower of cost or fair value. If a loan is transferred from the loan portfolio to the held-for-sale category, any write-down in the carrying amount of the loan at the date of transfer is recorded as a reduction in the ALLL. When a loan is transferred into the held for sale category, we stop amortizing the related deferred fees and costs. The remaining unamortized fees and costs are recognized as part of the cost basis of the loan at the time it is sold. We may also transfer loans from held for sale to the loan portfolio held for investment. If a loan held for sale for which fair value accounting was elected is transferred to held for investment, it will continue to be accounted for at fair value in the loan portfolio. Nonperforming Loans Nonperforming loans are loans for which we do not accrue interest income and may include commercial and consumer loans and leases, modified loans to borrowers experiencing financial difficulty. Nonperforming loans do not include loans held for sale. Once a loan is designated nonaccrual, the interest accrued but not collected is 108 Table of contents reversed against interest income, and payments subsequently received are applied to principal until qualifying for return to accrual. We generally classify commercial loans as nonperforming and stop accruing interest (i.e., designate the loan “nonaccrual”) when the borrower’s principal or interest payment is 90 days past due unless the loan is well-secured and in the process of collection. Commercial loans are also placed on nonaccrual status when payment is not past due but we have serious doubts about the borrower’s ability to comply with existing repayment terms. Once a loan is designated nonaccrual (and as a result assessed for impairment), the interest accrued but not collected is reversed against loan interest income, and payments subsequently received are applied to principal. Commercial loans are typically charged off in full or charged down to the fair value of the underlying collateral when the borrower’s payment is 180 days past due. We classify consumer loans as nonperforming and stop accruing interest when the borrower’s payment is 120 days past due, unless the loan is well-secured and in the process of collection. Any second lien home equity loan with an associated first lien that is 120 days or more past due or in foreclosure, or for which the first mortgage delinquency timeframe is unknown, is reported as a nonperforming loan. Secured loans that are discharged through Chapter 7 bankruptcy and not formally re-affirmed are designated as nonperforming loans. Our charge-off policy for most consumer loans takes effect when payments are 120 days past due. Home equity and residential mortgage loans generally are charged down to net realizable value when payment is 180 days past due. Credit card loans and similar unsecured products continue to accrue interest until the account is charged off at 180 days past due. Commercial and consumer loans may be returned to accrual status if we are reasonably assured that all contractually due principal and interest are collectible and the borrower has demonstrated a sustained period (generally six months ) of repayment performance under the contracted terms of the loan and applicable regulation. Purchased Loans Purchased performing loans that do not have evidence of deterioration in credit quality at acquisition are recorded at fair value at the acquisition date. Any premium or discount associated with purchased performing loans is recognized in interest income based on the effective yield method of amortization for term loans or the straight-line method of amortization for revolving loans. The methods utilized to estimate the required ALLL for purchased performing loans is similar to originated loans. Purchased loans that have experienced a more-than-insignificant deterioration in credit quality since origination are deemed PCD loans. PCD loans are initially recorded at fair value along with an allowance for credit losses determined using the same methodology as originated loans. The sum of the loan's purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through provision for credit losses. Allowance for Loan and Lease Losses We estimate the ALLL using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The ALLL is measured on a collective (pool) basis when similar risk characteristics exist. Our portfolio segments include commercial and consumer. Each of these two segments comprises multiple loan classes. Classes are characterized by similarities in initial measurement, risk attributes, and the manner in which we monitor and assess credit risk. The commercial segment is composed of commercial and industrial, commercial real estate, and commercial lease financing loan classes. The consumer lending segment is composed of residential mortgage, home equity, consumer direct, credit card, student lending and consumer indirect loan classes. The ALLL represents our current estimate of lifetime credit losses inherent in our loan portfolio at the balance sheet date. In determining the ALLL, we estimate expected future losses for the loan's entire contractual term adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications. The ALLL is the sum of three components: (i) asset specific/ individual loan reserves; (ii) quantitative (formulaic or pooled) reserves; and (iii) qualitative (judgmental) reserves. 109 Table of contents Asset Specific / Individual Component Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective evaluation. We have elected to apply the practical expedient to measure expected credit losses of a collateral dependent asset using the fair value of the collateral, less any costs to sell, when foreclosure is not probable, when repayment of the loan is expected to be provided substantially through the operation or sale of the collateral, and the borrower is experiencing financial difficulty. Individual reserves are determined as follows: • For commercial non-accruing loans greater than or equal to a defined dollar threshold, individual reserves are determined based on an analysis of the present value of the loan's expected future cash flows or the fair value of the collateral less costs to sell. • For commercial non-accruing loans below the defined dollar threshold, an established LGD percentage is multiplied by the loan balance and the results are aggregated for purposes of measuring specific reserve impairment. • The population of individually assessed consumer loans includes loans deemed collateral dependent. These loans are written down based on the collateral's fair market value less costs to sell. Quantitative Component We use a non-DCF factor-based approach to estimate expected credit losses that include component PD/LGD/EAD models as well as less complex estimation methods for smaller loan portfolios. • PD: This component model is used to estimate the likelihood that a borrower will cease making payments as agreed. The major contributors to this are the borrower credit attributes and macro-economic trends. The objective of the PD model is to produce default likelihood forecasts based on the observed loan-level information and projected paths of macroeconomic variables. • LGD: This component model is used to estimate the loss on a loan once a loan is in default. • EAD: This component model estimates the loan balance at the time the borrower stops making payments. For all term loans, an amortization based formulaic approach is used for account level EAD estimates. We calculate EAD using a portfolio specific method in each of our revolving product portfolios. For line products that are unconditionally cancellable, the balances will either use a paydown curve or be held flat through the life of the loan. Qualitative Component The ALLL also includes identified qualitative factors related to idiosyncratic risk factors, changes in current economic conditions that may not be reflected in quantitatively derived results, and other relevant factors to ensure the ALLL reflects our best estimate of current expected credit losses. While our reserve methodologies strive to reflect all relevant risk factors, there continues to be uncertainty associated with, but not limited to, potential imprecision in the estimation process due to the inherent time lag of obtaining information and normal variations between estimates and actual outcomes. We provide additional reserves that are designed to provide coverage for losses attributable to such risks. The ALLL also includes factors that may not be directly measured in the determination of individual or collective reserves. Such qualitative factors may include: • The nature and volume of the institution’s financial assets; • The existence, growth, and effect of any concentrations of credit; • The volume and severity of past due financial assets, the volume of nonaccrual assets, and the volume and severity of adversely classified or graded assets; • The value of the underlying collateral for loans that are not collateral dependent; • The institution’s lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries; • The quality of the institution’s credit review function; • The experience, ability, and depth of the institution’s lending, investment, collection, and other relevant management and staff; • The effect of other external factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters; and • Actual and expected changes in international, national, regional, and local economic and business conditions and developments in which the institution operates that affect the collectability of financial assets. 110 Table of contents Liability for Credit Losses on Lending-Related Commitments The liability for credit losses on lending-related commitments, such as letters of credit and unfunded loan commitments, is included in “accrued expense and other liabilities” on the balance sheet. Expected credit losses are estimated over the contractual period in which we are exposed to credit risk via a contractual obligation unless that obligation is unconditionally cancellable by us. The liability for credit losses on lending-related commitments is adjusted as a provision for credit losses. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated useful life. Consistent with our estimation process on our loan and lease portfolio, we use a non-DCF factor-based approach to estimate expected credit losses that include component PD/LGD/EAD models as well as less complex estimation methods for smaller portfolios. Allowance for Credit Losses on Other Financial Assets The allowance for credit losses on other financial assets, such as other receivables and servicing advances, is determined based on historical loss information and other available indicators. If such information does not indicate any expected credit losses, Key may estimate the allowance for credit losses on other financial assets to be zero or close to zero. Fair Value Measurements Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal market. Therefore, fair value represents an exit price at the measurement date. We value our assets and liabilities based on the principal or most advantageous market where each would be sold (in the case of assets) or transferred (in the case of liabilities). In the absence of observable market transactions, we consider liquidity valuation adjustments to reflect the uncertainty in pricing the instruments. Valuation inputs can be observable or unobservable. Observable inputs are assumptions based on market data obtained from an independent source. Unobservable inputs are assumptions based on our own information or assessment of assumptions used by other market participants in pricing the asset or liability. Our unobservable inputs are based on the best and most current information available on the measurement date. All inputs, whether observable or unobservable, are ranked in accordance with a prescribed fair value hierarchy that gives the highest ranking to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest ranking to unobservable inputs (Level 3). Fair values for Level 2 assets and liabilities are based on one or a combination of the following factors: (i) quoted market prices for similar assets or liabilities; (ii) observable inputs, such as interest rates or yield curves; or (iii) inputs derived principally from or corroborated by observable market data. The level in the fair value hierarchy ascribed to a fair value measurement in its entirety is based on the lowest level input that is significant to the measurement. Assets and liabilities may transfer between levels based on the observable and unobservable inputs used at the valuation date. Assets and liabilities are recorded at fair value on a recurring or nonrecurring basis. Nonrecurring fair value adjustments are typically recorded as a result of the application of lower of cost or fair value accounting; or impairment. At a minimum, we conduct our valuations quarterly. Additional information regarding fair value measurements and disclosures is provided in Note 5 (“Fair Value Measurements”). Short-Term Investments Short-term investments consist of segregated, interest-bearing deposits due from banks, the Federal Reserve, and certain non-U.S. banks as well as reverse repurchase agreements and United States Treasury Bills with an original maturity of three months or less. Trading Account Assets Trading account assets are debt and equity securities, as well as commercial loans, that we purchase and hold but intend to sell in the near term. These assets are reported at fair value. Realized and unrealized gains and losses on trading account assets are reported in “other income” on the income statement. 111 Table of contents Securities Securities available for sale. Debt securities that we intend to hold for an indefinite period of time but that may be sold in response to changes in interest rates, prepayment risk, liquidity needs, or other factors are classified as available-for-sale and reported at fair value. Realized gains and losses resulting from sales of securities using the specific identification method, are included in “net securities gains (losses)” on the income statement. Unrealized holding gains are recorded through other comprehensive income. Unrealized losses in fair value below the amortized cost basis are assessed to determine whether the impairment gets recorded through other comprehensive income or through earnings using a valuation allowance. For available-for-sale securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of these criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value in “net securities gains (losses)” on the income statement. For debt securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized costs, the nature of the security, the underlying collateral, and the financial condition of the issuers, among other factors. If this assessment indicates a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for available-for-sale securities is recorded for the credit loss, limited by the amount that the fair value is less than the amortized costs basis. Any impairment that has not been recorded through an allowance for available-for-sale securities is recognized in other comprehensive income. Changes in the allowance for available-for-sale securities are recorded as provision for (or reversal of) credit loss. Losses are charged against the allowance for available-for-sale securities when management believes the uncollectibility of an available-for-sale security is confirmed or when either criteria regarding intent or requirement to sell is met. For additional information on our available-for-sale portfolio, refer to Note 6 (“Securities”). Held-to-maturity securities. Debt securities that we have the intent and ability to hold until maturity are classified as held-to-maturity and are carried at cost and adjusted for amortization of premiums and accretion of discounts using the interest method. This method produces a constant rate of return on the adjusted carrying amount. The held-to-maturity portfolio is classified by the following major security types: agency residential collateralized mortgage obligations, agency residential mortgage-backed securities, agency commercial mortgage-backed securities, asset backed securities, and other. “Other securities” held in the held-to-maturity portfolio consist of foreign bonds and capital securities. Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type. The estimate of expected losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. We do not measure expected credit losses on held-to-maturity securities in which historical credit loss information adjusted for current conditions and reasonable and supportable forecasts results in an expectation that nonpayment of the amortized cost basis is zero. For additional information on our held-to-maturity portfolio, refer to Note 6 (“Securities”). Other Investments Other investments include equity and mezzanine instruments as well as other types of investments that generally are carried at the alternative cost method. The alternative cost method results in these investments being recorded at cost, less any impairment, plus or minus changes resulting from observable market transactions. Adjustments are included in “other income” on the income statement. At each reporting period, we assess if these investments continue to qualify for this measurement alternative. 112 Table of contents Derivatives and Hedging All derivatives are recognized on the balance sheet at fair value in “accrued income and other assets” or “ accrued expense and other liabilities .” The net increase or decrease in derivatives is included in “other operating activities, net” within the statement of cash flows. Accounting for changes in fair value (i.e., gains or losses) of derivatives differs depending on whether the derivative has been designated and qualifies as part of a hedge relationship, and on the type of hedge relationship. For derivatives that are not in a hedge relationship, any gain or loss, as well as any premium paid or received, is recognized immediately in earnings in “corporate services income” or “other income” on the income statement, depending whether the derivative is for customer accommodation or risk management, respectively. A derivative that is designated and qualifies as a hedging instrument must be designated as a fair value hedge, a cash flow hedge, or a hedge of a net investment in a foreign operation. A fair value hedge is used to limit exposure to changes in the fair value of existing assets, liabilities, and commitments caused by changes in interest rates or other economic factors. The change in the fair value of an instrument designated as a fair value hedge is recorded in earnings at the same time as a change in fair value of the hedged item attributable to the hedged risk and recorded in the same income statement line as the change in fair value of the hedged item. A cash flow hedge is used to minimize the variability of future cash flows that is caused by changes in interest rates or other economic factors. The gain or loss on a cash flow hedge is recorded as a component of AOCI on the balance sheet and reclassified to earnings in the same period in which the hedged transaction affects earnings (e.g., when we incur variable-rate interest on debt, earn variable-rate interest on loans, or sell commercial real estate loans) and recorded in the same income statement line as the hedged transaction. A net investment hedge is used to hedge the exposure of changes in the carrying value of investments as a result of changes in the related foreign exchange rates. The gain or loss on a net investment hedge is recorded as a component of AOCI on the balance sheet when the terms of the derivative match the notional and currency risk being hedged. The amount in AOCI is reclassified into income when the hedged transaction affects earnings (e.g., when we dispose or liquidate a foreign subsidiary). Hedge “effectiveness” is determined by the extent to which changes in the fair value of a derivative instrument offset changes in the fair value, cash flows, or carrying value attributable to the risk being hedged. If the relationship between the change in the fair value of the derivative instrument and the change in the hedged item falls within a range considered to be the industry norm, the hedge is considered “highly effective” and qualifies for hedge accounting. A hedge is “ineffective” if the relationship between the changes falls outside the acceptable range. In that case, hedge accounting is discontinued on a prospective basis. Hedge effectiveness is tested at least quarterly. We take into account the impact of bilateral collateral and master netting agreements that allow us to settle all derivative contracts held with a single counterparty on a net basis, and to offset the net derivative position with the related cash collateral when recognizing derivative assets and liabilities. As a result, we could have derivative contracts with negative fair values included in derivative assets on the balance sheet and contracts with positive fair values included in derivative liabilities. Derivative assets and derivative liabilities are recorded within “accrued income and other assets” and “accrued expense and other liabilities,” respectively. Additional information regarding the accounting for derivatives is provided in Note 7 (“Derivatives and Hedging Activities”). Loan Sales and Securitizations We sell and at times may securitize loans and other financial assets. We recognize the sale and securitization of loans or other financial assets when the transferred assets are legally isolated from our creditors and the appropriate accounting criteria are met. When we securitize loans or other financial assets, we may retain a portion of the securities issued, including senior interests, subordinated interests, interest-only strips, servicing rights, and other interests, all of which are considered retained interests in the transferred assets. The interests are initially measured at fair value which is based on independent third party market prices or market prices for similar assets. If market prices are not available, fair value is estimated based on the present value of expected future cash flows using assumptions as to discount rates, interest rates, prepayment speeds, and credit losses. Loans sold or securitized are removed from the balance sheet and a net gain or loss is recorded depending on the fair value of the 113 Table of contents loans sold and the retained interests at the date of sale. The net gain or loss is recognized in “other income,” “consumer mortgage income,” or “investment banking and debt placement fees” at the time of sale. Servicing Assets We service commercial real estate and residential mortgage loans. Servicing assets and liabilities purchased or retained are initially measured at fair value and are recorded as a component of “accrued income and other assets” on the balance sheet. When no ready market value (such as quoted market prices, or prices based on sales or purchases of similar assets) is available to determine the fair value of servicing assets, fair value is determined by calculating the present value of future cash flows associated with servicing the loans. This calculation is based on a number of assumptions, including the market cost of servicing, the discount rate, the prepayment rate, and the default rate. We account for our servicing assets using the amortization method. The amortization of servicing assets is determined in proportion to, and over the period of, the estimated net servicing income and recorded in either “consumer mortgage income” or “commercial mortgage servicing fees” on the income statement. Servicing assets are evaluated quarterly for possible impairment. This process involves stratifying the assets based upon one or more predominant risk characteristics and determining the fair value of each class. The characteristics may include financial asset type, size, interest rate, date of origination, term and geographic location. If the evaluation indicates that the carrying amount of the servicing assets exceeds their fair value, the carrying amount is reduced by recording a charge to income in the amount of such excess and establishing a valuation reserve allowance. If impairment is determined to be other-than-temporary, a direct write-off of the carrying amount would be recorded. Additional information pertaining to servicing assets is included in Note 8 (“Mortgage Servicing Assets”). Leases For leases where Key is the lessee that have initial terms greater than one year, right-of-use assets and corresponding lease liabilities are reported on the balance sheet. Leases with an initial term of less than one year are not recorded on the balance sheet. Our leases where Key is the lessee are primarily classified as operating leases. Operating lease expense is recognized in "net occupancy" and "equipment" on a straight-line basis over the lease term. For additional information, see Note 9 (“Leases”). Premises and Equipment Premises and equipment, including leasehold improvements, are stated at cost less accumulated depreciation and amortization. We determine depreciation of premises and equipment using the straight-line method over the estimated useful lives of the particular assets. Leasehold improvements are amortized using the straight-line method over the shorter of their useful lives or terms of the leases. Premises and equipment are evaluated for impairment whenever events or circumstances indicate that the carrying value of the asset may not be recoverable. Goodwill and Other Intangible Assets Goodwill represents the amount by which the cost of net assets acquired in a business combination exceeds their f air value. Goodwill is assigned to reporting units as of the acquisition date based on the expected benefit to such reporting unit from the synergies of the business combination. Goodwill is not amortized. Goodwill is tested at the reporting unit level for impairment, at least annually as of October 1, or when indicators of impairment exist. We may elect to perform a qualitative analysis to determine whether or not it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. When conducting a qualitative analysis, we evaluate both internal and external factors, including recent performance, updated projections, stock prices and economic conditions. If we elect to bypass this qualitative analysis, or conclude via qualitative analysis that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, a quantitative goodwill impairment test is performed. If the fair value is less than the carrying value, an impairment charge is recorded for the difference, to the extent that the loss recognized does not exceed the amount of the goodwill allocated to that reporting unit. The amount of capital being allocated to our reporting units as a proxy for the carrying value is based on a combination of regulatory and economic equity. Fair values are estimated using a combination of market and 114 Table of contents income approaches. The market approach incorporates comparable public company multiples along with data related to recent merger and acquisition activity. The income approach consists of discounted cash flow modeling that utilizes internal forecasts and various other inputs and assumptions. A multi-year internal forecast is prepared for each reporting unit and a terminal growth rate is estimated for each one based on market expectations of inflation and economic conditions in the financial services industry. Earnings projections for reporting units are adjusted for after tax cost savings expected to be realized by a market participant. The discount rate applied to our cash flows is derived from the CAPM. The buildup to the discount rate includes a risk-free rate, 5-year adjusted beta based on peer companies, a market equity risk premium, a size premium and a company specific risk premium. The discount rates differ between our reporting units as they have different levels of risk. A sensitivity analysis is typically performed on key assumptions, such as the discount rates, net interest margin and cost savings estimates. Other intangible assets with finite lives are amortized on either an accelerated or straight-line basis. We monitor for impairment indicators for goodwill and other intangible assets on a quarterly basis. Additional information pertaining to goodwill and other intangible assets is included in Note 11 (“Goodwill and Other Intangible Assets”). Business Combinations We account for our business combinations using the acquisition method of accounting. Under this accounting method, the acquired company’s assets and liabilities are recorded at fair value at the date of acquisition, except as provided for by the applicable accounting guidance, and the results of operations of the acquired company are combined with Key’s results from the date of acquisition forward. Acquisition costs are expensed when incurred. The difference between the purchase price and the fair value of the net assets acquired (including identifiable intangible assets) is recorded as goodwill. Our accounting policy for intangible assets is summarized in this note under the heading “Goodwill and Other Intangible Assets.” Securities Financing Activities We enter into repurchase agreements to finance overnight customer sweep deposits. We also enter into repurchase and reverse repurchase agreements to settle other securities obligations. We account for these securities financing agreements as collateralized financing transactions. Repurchase and reverse repurchase agreements are recorded on the balance sheet at the amounts that the securities will be subsequently sold or repurchased. Securities borrowed transactions are recorded on the balance sheet at the amounts of cash collateral advanced. While our securities financing agreements incorporate a right of set off, the assets and liabilities are reported on a gross basis. Reverse repurchase agreements and securities borrowed transactions are included in “short-term investments” on the balance sheet; repurchase agreements are included in “federal funds purchased and securities sold under repurchase agreements.” Fees received in connection with these transactions are recorded in interest income; fees paid are recorded in interest expense. Contingencies and Guarantees We recognize liabilities for the fair value of our obligations under certain guarantees issued. These liabilities are included in “accrued expense and other liabilities” on the balance sheet. If we receive a fee for a guarantee requiring liability recognition, the amount of the fee represents the initial fair value of the “stand ready” obligation. If there is no fee, the fair value of the stand ready obligation is determined using expected present value measurement techniques, unless observable transactions for comparable guarantees are available. The subsequent accounting for these stand ready obligations depends on the nature of the underlying guarantees. We account for our release from risk under a particular guarantee when the guarantee expires or is settled, or by a systematic and rational amortization method, depending on the risk profile of the guarantee. Contingent aspects of certain guarantees are assessed a reserve under CECL if required. Contingent liabilities may result from litigation, claims and assessments, loss or damage to Key. We recognize liabilities from contingencies when a loss is probable and can be reasonably estimated. Additional information regarding contingencies and guarantees is included in Note 19 (“Commitments, Contingent Liabilities, and Guarantees”). 115 Table of contents Revenue Recognition We recognize revenues as they are earned based on contractual terms, as transactions occur, or as services are provided and collectability is reasonably assured. Our principal source of revenue is interest income from loans and investments. We also earn noninterest income from various banking and financial services offered through both the Commercial and Consumer banks. Interest Income. The largest source of revenue for us is interest income. Interest income is primarily recognized on an accrual basis according to nondiscretionary formulas in written contracts, such as loan agreements or securities contracts. Noninterest Income. We earn noninterest income through a variety of financial and transaction services provided to commercial and consumer clients. Revenue is recorded for noninterest income based on the contractual terms for the service or transaction performed. In certain circumstances, noninterest income is reported net of associated expenses. Trust and Investment Services Income. Trust and investment services revenues include brokerage commissions trust and asset management commissions. Revenue from trade execution and brokerage services is earned through commissions from trade execution on behalf of clients. Revenue from these transactions is recognized at the trade date. Any ongoing service fees are recognized on a monthly basis as services are performed. Trust and asset management services include asset custody and investment management services provided to individual and institutional customers. Revenue is recognized monthly based on a minimum annual fee, and the market value of assets in custody. Additional fees are recognized for transactional activity at a point in time. Investment Banking and Debt Placement Fees. Investment banking and debt placement fees consist of syndication fees, debt and equity underwriting fees, financial advisor fees, gains on sales of commercial mortgages, and agency origination fees. Revenues for these services are recorded at a point in time, upon completion of a contractually identified transaction, or when an advisory opinion is provided. Investment banking and debt placement costs are reported on a gross basis within other expense on the income statement. Service Charges on Deposit Accounts. Revenue from service charges on deposit accounts is earned through cash management, wire transfer, and other deposit-related services as well as overdraft, non-sufficient funds, account management and other deposit-related fees. Revenue is recognized for these services either over time, corresponding with deposit accounts’ monthly cycle, or at a point in time for transactional related services and fees. Certain reward costs are netted within revenues from service charges on deposits. Corporate Services Income. Corporate services income includes various ancillary service revenue including letter of credit fees, loan fees, non-hedging derivatives gains and losses, and certain capital market fees. Revenue from these fees is recorded in a manner that reflects the timing of when transactions occur, and as services are provided. Cards and Payments Income. Cards and payments income consists of debit card, consumer and commercial credit card, and merchant services income. Revenue sources include interchange fees from credit and debit cards processed through card association networks, merchant services, and other card related services. Interchange rates are generally set by the credit card associations and based on purchase volumes and other factors. Interchange fees are recognized as transactions occur. Certain card network costs and reward costs are netted within interchange revenues. Merchant services income represents account management fees and transaction fees charged to merchants for the processing of card association network transactions. Merchant services revenue is recognized as transactions occur, or as services are performed. Corporate-Owned Life Insurance Income. Income from corporate-owned life insurance primarily represents changes in the cash surrender value of life insurance policies held on certain key employees. Revenue is recognized in each period based on the change in the cash surrender value during the period. 116 Table of contents Stock-Based Compensation Stock-based compensation is measured using the fair value method of accounting on the grant date. The measured cost is recognized over the period during which the recipient is required to provide service in exchange for the award. We estimate expected forfeitures when stock-based awards are granted and record compensation expense only for awards that are expected to vest. Compensation expense related to awards granted to employees is recorded in “personnel expense” on the Consolidated Statements of Income while compensation expense related to awards granted to directors is recorded in “other expense.” We recognize compensation expense for stock-based, mandatory deferred incentive compensation awards using the accelerated method of amortization over a period of approximately five years (the current year performance period and a four-year vesting period, which generally starts in the first quarter following the performance period). We estimate the fair value of options granted using the Black-Scholes option-pricing model, as further described in Note 15 (“Stock-Based Compensation”). Employee stock options typically become exercisable at the rate of 25 % per year, beginning one year after the grant date. Options expire no later than 10 years after their grant date. We recognize stock-based compensation expense for stock options with graded vesting using an accelerated method of amortization. We use shares repurchased under our annual capital plan submitted to our regulators (treasury shares) for share issuances under all stock-based compensation programs. Income Taxes Deferred tax assets and liabilities are determined based on temporary differences between financial statement asset and liability amounts and their respective tax bases and are measured using enacted tax laws and rates that are expected to apply in the periods in which the deferred tax assets or liabilities are expected to be realized. Deferred tax assets are also recorded for any tax attributes, such as tax credit and net operating loss carryforwards. The net balance of deferred tax assets and liabilities is reported in “Accrued income and other assets” or “Accrued expense and other liabilities” in the consolidated balance sheets, as appropriate. Subsequent changes in the tax laws require adjustment to these assets and liabilities with the cumulative effect included in the provision for income taxes for the period in which the change is enacted. A valuation allowance is recognized for a deferred tax asset if, based on the weight of available evidence, it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. We use the proportional amortization method for LIHTC and certain NMTC investments, whereby the associated investment tax credits are recognized as a reduction to tax expense. Certain federal tax credits that are nonrefundable and transferable under applicable regulations are accounted for as government grants and recorded as a reduction to the amortized cost or net investment in the applicable asset generating the credit, generally within “Accrued income and other assets” or “Loans, net of unearned income”. Amounts are amortized through depreciation or as an adjustment to yield over the estimated life of the asset. Any gain or loss on the transfer of a tax credit is recorded within noninterest income. Earnings Per Share Basic net income per common share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each share of common stock and participating securities according to dividends declared (distributed earnings) and participation rights in undistributed earnings. Distributed and undistributed earnings are allocated between common and participating security shareholders based on their respective rights to receive dividends. Nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are considered participating securities (e.g., nonvested service-based restricted stock units). Undistributed net losses are not allocated to nonvested restricted shareholders, as these shareholders do not have a contractual obligation to fund the incurred losses. Net income attributable to common shares is then divided by the weighted-average number of common shares outstanding during the period. Diluted net income per common share is calculated using the more dilutive of either the treasury method or the two-class method. The dilutive calculation considers the potential dilutive effect of common stock equivalents determined under the treasury stock method. Common stock equivalents include stock options and service- and performance-based restricted stock and stock units granted under our stock plans. Net income attributable to 117 Table of contents common shares is then divided by the total of weighted-average number of common shares and common stock equivalents outstanding during the period. Accounting Guidance Adopted in 2025 Standard Date of Adoption Description Effect on Financial Statements or Other Significant Matters ASU 2023-09 Income Taxes (Topic 740) Annual periods beginning January 1, 2025 Early adoption is permitted. This guidance requires certain tax disclosures related to rate reconciliation and income taxes paid. The guidance should be applied on a prospective or retrospective basis. The guidance did not have a material impact on Key’s disclosures. See Note 13 (“Income Taxes”) for enhanced disclosures. 2. Earnings Per Common Share Basic earnings per share is the amount of earnings (adjusted for dividends declared on our preferred stock) available to each Common Share outstanding during the reporting periods. Diluted earnings per share is the amount of earnings available to each Common Share outstanding during the reporting periods adjusted to include the effects of potentially dilutive Common Shares. Potentially dilutive Common Shares include stock options and other stock-based awards. Potentially dilutive Common Shares are excluded from the computation of diluted earnings per share in the periods where the effect would be antidilutive. Our basic and diluted earnings per Common Share are calculated as follows: Year ended December 31, Dollars in millions, except per share amounts 2025 2024 2023 EARNINGS Income (loss) from continuing operations $ 1,828 $ ( 163 ) $ 964 Less: Dividends on preferred stock 143 143 143 Income (loss) from continuing operations attributable to Key common shareholders 1,685 ( 306 ) 821 Income (loss) from discontinued operations, net of taxes 1 2 3 Net income (loss) attributable to Key common shareholders $ 1,686 $ ( 304 ) $ 824 WEIGHTED-AVERAGE COMMON SHARES Weighted-average Common Shares outstanding (000) 1,098,558 949,561 927,217 Effect of common share options and other stock awards (a) 9,436 — 5,542 Weighted-average common shares and potential Common Shares outstanding (000) (b) 1,107,994 949,561 932,759 EARNINGS PER COMMON SHARE Income (loss) from continuing operations attributable to Key common shareholders $ 1.53 $ ( .32 ) $ .88 Income (loss) from discontinued operations, net of taxes — — — Net income (loss) attributable to Key common shareholders (c) 1.53 ( .32 ) .89 Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution 1.52 ( .32 ) .88 Income (loss) from discontinued operations, net of taxes — assuming dilution — — — Net income (loss) attributable to Key common shareholders — assuming dilution (c) 1.52 ( .32 ) .88 (a) 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. (b) Assumes conversion of Common Share options and other stock awards and/or convertible preferred stock, as applicable. (c) EPS may not foot due to rounding. 118 Table of contents 3. Loan Portfolio Loan Portfolio by Portfolio Segment and Class of Financing Receivable (a) December 31, Dollars in millions 2025 2024 Commercial and industrial (b)(c) $ 57,688 $ 52,909 Commercial real estate: Commercial mortgage 13,707 13,310 Construction 2,844 2,936 Total commercial real estate loans 16,551 16,246 Commercial lease financing (c) 2,270 2,736 Total commercial loans 76,509 71,891 Real estate — residential mortgage 18,732 19,886 Home equity loans 5,703 6,358 Other consumer loans 4,644 5,167 Credit cards 953 958 Total consumer loans 30,032 32,369 Total loans (d) $ 106,541 $ 104,260 (a) Accrued interest of $ 459 million and $ 456 million at December 31, 2025, and December 31, 2024, respectively, is presented in "Accrued income and other assets" on the Consolidated Balance Sheets and is excluded from the amortized cost basis disclosed in this table. (b) Loan balances include $ 205 million and $ 212 million of commercial credit card balances at December 31, 2025, and December 31, 2024, respectively. (c) Commercial and industrial includes receivables held as collateral for a secured borrowing of $ 211 million at December 31, 2024. Commercial lease financing includes receivables of $ 1 million and $ 3 million held as collateral for a secured borrowing at December 31, 2025, and December 31, 2024, respectively. Principal reductions are based on the cash payments received from these related receivables. Additional information pertaining to this secured borrowing is included in Note 17 (“Borrowings”). (d) Total loans exclude loans of $ 205 million at December 31, 2025, and $ 257 million at December 31, 2024, related to the discontinued operations of the education lending business. These amounts are included within “Discontinued assets” on the Consolidated Balance Sheet. We have access to secured borrowings from the Federal Reserve and advances from the FHLB. As of December 31, 2025 and December 31, 2024, loans and leases totaling $ 71.0 billion and $ 67.5 billion, respectively, were pledged to the FRB and FHLB for access to these contingent funding sources. 4. Asset Quality ALLL We estimate the appropriate level of the ALLL on at least a quarterly basis. The methodology is described in Note 1 ("Summary of Significant Accounting Policies") under the heading "Allowance for Loan and Lease Losses" of this report. The ALLL at December 31, 2025, represents our current estimate of lifetime credit losses inherent in the loan portfolio at that date. The changes in the ALLL by loan category for the periods indicated are as follows: Twelve Months Ended December 31, 2025: Dollars in millions December 31, 2024 Provision Charge-offs Recoveries December 31, 2025 Commercial and Industrial $ 639 $ 361 $ ( 312 ) $ 57 $ 745 Commercial real estate: Real estate — commercial mortgage 320 19 ( 94 ) 7 252 Real estate — construction 51 4 — — 55 Total commercial real estate loans 371 23 ( 94 ) 7 307 Commercial lease financing 27 5 ( 6 ) — 26 Total commercial loans 1,037 389 ( 412 ) 64 1,078 Real estate — residential mortgage 90 ( 26 ) ( 2 ) 4 66 Home equity loans 70 ( 19 ) ( 2 ) 3 52 Other consumer loans 136 61 ( 56 ) 8 149 Credit cards 76 43 ( 45 ) 8 82 Total consumer loans 372 59 ( 105 ) 23 349 Total ALLL — continuing operations 1,409 448 (a) ( 517 ) 87 1,427 Discontinued operations 13 — ( 3 ) 1 11 Total ALLL — including discontinued operations $ 1,422 $ 448 $ ( 520 ) $ 88 $ 1,438 (a) Excludes a provision related to reserves on lending-related commit ments of $ 23 million. 119 Table of contents Twelve Months Ended December 31, 2024 : Dollars in millions December 31, 2023 Provision Charge-offs Recoveries December 31, 2024 Commercial and Industrial $ 556 $ 388 $ ( 363 ) $ 58 $ 639 Commercial real estate: Real estate — commercial mortgage 419 ( 61 ) ( 40 ) 2 320 Real estate — construction 52 ( 1 ) — — 51 Total commercial real estate loans 471 ( 62 ) ( 40 ) 2 371 Commercial lease financing 33 ( 4 ) ( 7 ) 5 27 Total commercial loans 1,060 322 ( 410 ) 65 1,037 Real estate — residential mortgage 162 ( 74 ) ( 3 ) 5 90 Home equity loans 86 ( 16 ) ( 2 ) 2 70 Other consumer loans 122 70 ( 64 ) 8 136 Credit cards 78 39 ( 47 ) 6 76 Total consumer loans 448 19 ( 116 ) 21 372 Total ALLL — continuing operations 1,508 341 (a) ( 526 ) 86 1,409 Discontinued operations 16 — ( 4 ) 1 13 Total ALLL — including discontinued operations $ 1,524 $ 341 $ ( 530 ) $ 87 $ 1,422 (a) Excludes a credit related to reserves on lending-related commitments of $ 6 million. Twelve Months Ended December 31, 2023 Dollars in millions December 31, 2022 Provision Charge-offs Recoveries December 31, 2023 Commercial and industrial $ 601 $ 99 $ ( 188 ) $ 44 $ 556 Commercial real estate: Real estate — commercial mortgage 203 253 ( 39 ) 2 419 Real estate — construction 28 23 — 1 52 Total commercial real estate loans 231 276 ( 39 ) 3 471 Commercial lease financing 32 ( 4 ) — 5 33 Total commercial loans 864 371 ( 227 ) 52 1,060 Real estate — residential mortgage 196 ( 37 ) ( 1 ) 4 162 Home equity loans 98 ( 13 ) ( 2 ) 3 86 Other consumer loans 113 52 ( 51 ) 8 122 Credit cards 66 42 ( 37 ) 7 78 Total consumer loans 473 44 ( 91 ) 22 448 Total ALLL — continuing operations 1,337 415 (a) ( 318 ) 74 1,508 Discontinued operations 21 ( 2 ) ( 4 ) 1 16 Total ALLL — including discontinued operations $ 1,358 $ 413 $ ( 322 ) $ 75 $ 1,524 (a) Excludes a provision related to reserves on lending-related commitments of $ 74 million . As described in Note 1 ("Summary of Significant Accounting Policies"), we estimate the ALLL using relevant available information, from internal and external sources, relating to past events, current economic and portfolio conditions, and reasonable and supportable forecasts. In our estimation of expected credit losses, we use a two year reasonable and supportable period across all products. Following this two year period in which supportable forecasts can be generated, for all modeled loan portfolios, we revert expected credit losses to a level that is consistent with our historical information by reverting the macroeconomic variables (model inputs) to their long run average. We revert to historical loss rates for less complex estimation methods for smaller portfolios. A 20-year fixed length look back period is used to calculate the long run average of the macroeconomic variables. A four quarter reversion period is used where the macroeconomic variables linearly revert to their long run average following the two year reasonable and supportable period. We develop our reasonable and supportable forecasts using relevant data including, but not limited to, changes in economic output, unemployment rates, property values, and other factors associated with the credit losses on financial assets. Some macroeconomic variables apply to all portfolio segments, while others are more portfolio specific. The following table discloses key macroeconomic variables for each loan portfolio. 120 Table of contents Segment Portfolio Key Macroeconomic Variables (a) Commercial Commercial and industrial BBB corporate bond rate (spread), fixed investment, business bankruptcies, GDP, industrial production, unemployment rate, and Producer Price Index Commercial real estate Property & real estate price indices, unemployment rate, business bankruptcies, GDP, and SOFR Commercial lease financing BBB corporate bond rate (spread), GDP, and unemployment rate Consumer Real estate — residential mortgage GDP, home price index, unemployment rate, 30 year mortgage rate and U.S. household income Home equity Home price index, unemployment rate, and 30 year mortgage rate Other consumer Unemployment rate, prime rate and U.S. household income Credit cards Unemployment rate and U.S. household income Discontinued operations Unemployment rate (a) Variables include all transformations and interactions with other risk drivers. Additionally, variables may have varying impacts at different points in the economic cycle. In addition to macroeconomic drivers, portfolio attributes such as remaining term, outstanding balance, risk ratings, utilization, FICO, LTV, and delinquency also drive ALLL changes. Our ALLL models were designed to capture the correlation between economic and portfolio changes. As such, evaluating shifts in individual portfolio attributes and macroeconomic variables in isolation may not be indicative of past or future performance. Economic Outlook As of December 31, 2025, the economy in 2025 has unfolded better than expected and the outlook is for continued, but slowing, expansion in 2026. As growth weakens and inflationary pressures continue, policy uncertainty adds significant economic strain. We utilized the Moody’s November 2025 Consensus forecast as the baseline forecast to estimate our expected credit losses as of December 31, 2025. This baseline scenario reflects slowing growth over the next two years, but no recession. U.S. GDP is forecasted to grow at an annual rate of 1.8% for 2026 and 2.0% for 2027. The labor market is weakening and the National Unemployment Rate is expected to increase modestly over 2026. The U.S. Consumer Price Index is forecasted to remain at 3% for 2026. The Federal Funds Rate decreases to 3.0-3.25% by late 2026. Tariffs and the geopolitical environment remain uncertain, which poses potential downside-risks to the economic outlook over the next two years. These economic uncertainty considerations continue to be addressed through a qualitative reserve adjustment, which leverages downside economic assumptions. As a result of the current economic uncertainty, our future loss estimates may vary considerably from our December 31, 2025 assumptions. Commercial Loan Portfolio The commercial ALLL increased by $ 41 million, or 4.0 %, from December 31, 2024, through December 31, 2025. The change in the reserve levels is reflective of the elevated economic uncertainty and loan growth. The reserve build due to these drivers was partly offset by a reserve release due to the net impacts of improving credit quality trends, particularly in commercial real estate. Consumer Loan Portfolio The consumer ALLL decreased $ 23 million, or 6.2 %, from December 31, 2024, through December 31, 2025. The decrease is driven by the impact of ongoing loan reductions and continued strong credit performance, particularly for the residential mortgage loan book which represents the largest segment of the consumer portfolio. 121 Table of contents Credit Risk Profile The prevalent risk characteristic for both commercial and consumer loans is the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Evaluation of this risk is stratified and monitored by the loan risk rating grades assigned for the commercial loan portfolios and the refreshed FICO score assigned for the consumer loan portfolios. The internal risk grades assigned to loans follow our definitions of Pass and Criticized, which are consistent with published definitions of regulatory risk classifications. Loans with a pass rating represent those loans not classified on our rating scale for credits, as minimal credit risk has been identified. Criticized loans are those loans that either have a potential weakness deserving management's close attention or have a well-defined weakness that may put full collection of contractual cash flows at risk. Borrower FICO scores provide information about the credit quality of our consumer loan portfolio as they provide an indication as to the likelihood that a debtor will repay its debts. The scores are obtained from a nationally recognized consumer rating agency and are presented in the tables below at the dates indicated. Most extensions of credit are subject to loan grading or scoring. Loan grades are assigned at the time of origination, verified by credit risk management, and periodically re-evaluated thereafter. This risk rating methodology blends our judgment with quantitative modeling. Commercial loans generally are assigned two internal risk ratings. The first rating reflects the probability that the borrower will default on an obligation; the second rating reflects expected recovery rates on the credit facility. Default probability is determined based on, among other factors, the financial strength of the borrower, an assessment of the borrower’s management, the borrower’s competitive position within its industry sector, and our view of industry risk in the context of the general economic outlook. Types of exposure, transaction structure, and collateral, including credit risk mitigants, affect the expected recovery assessment. Commercial Credit Exposure Credit Risk Profile by Creditworthiness Category and Vintage (a)(b) As of December 31, 2025 Term Loans Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Amortized Cost Basis Amortized Cost Basis by Origination Year and Internal Risk Rating Dollars in millions 2025 2024 2023 2022 2021 Prior Total Commercial and Industrial Risk Rating: Pass $ 9,473 $ 5,864 $ 2,263 $ 5,313 $ 2,648 $ 4,115 $ 24,267 $ 174 $ 54,117 Criticized (Accruing) 139 218 171 463 259 493 1,535 37 3,315 Criticized (Nonaccruing) 1 14 18 54 21 33 115 — 256 Total commercial and industrial 9,613 6,096 2,452 5,830 2,928 4,641 25,917 211 57,688 Current period gross write-offs 13 27 22 27 8 28 187 — 312 Real estate — commercial mortgage Risk Rating: Pass 3,246 826 651 1,911 1,519 2,997 1,366 29 12,545 Criticized (Accruing) 8 99 60 326 237 246 20 9 1,005 Criticized (Nonaccruing) — 16 3 95 31 9 3 — 157 Total real estate — commercial mortgage 3,254 941 714 2,332 1,787 3,252 1,389 38 13,707 Current period gross write-offs 19 14 1 18 29 10 3 — 94 Real estate — construction Risk Rating: Pass 468 565 771 262 130 72 296 2 2,566 Criticized (Accruing) — — 20 95 36 127 — — 278 Criticized (Nonaccruing) — — — — — — — — — Total real estate — construction 468 565 791 357 166 199 296 2 2,844 Current period gross write-offs — — — — — — — — — Commercial lease financing Risk Rating: Pass 322 228 293 433 249 609 — — 2,134 Criticized (Accruing) 5 4 26 55 18 21 — — 129 Criticized (Nonaccruing) — — 5 2 — — — — 7 Total commercial lease financing 327 232 324 490 267 630 — — 2,270 Current period gross write-offs — — 3 1 — 2 — — 6 Total commercial loans $ 13,662 $ 7,834 $ 4,281 $ 9,009 $ 5,148 $ 8,722 $ 27,602 $ 251 $ 76,509 Total commercial loan current period gross write-offs $ 32 $ 41 $ 26 $ 46 $ 37 $ 40 $ 190 $ — $ 412 122 Table of contents As of December 31, 2024 Term Loans Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Amortized Cost Basis Amortized Cost Basis by Origination Year and Internal Risk Rating Dollars in millions 2024 2023 2022 2021 2020 Prior Total Commercial and Industrial Risk Rating: Pass $ 6,345 $ 3,097 $ 7,119 $ 3,934 $ 1,617 $ 3,969 $ 22,709 $ 115 $ 48,905 Criticized (Accruing) 172 219 597 419 208 476 1,550 41 3,682 Criticized (Nonaccruing) 23 13 68 30 2 31 153 2 322 Total commercial and industrial 6,540 3,329 7,784 4,383 1,827 4,476 24,412 158 52,909 Current year gross write-offs 1 12 65 106 4 31 144 — 363 Real estate — commercial mortgage Risk Rating: Pass 1,052 748 2,818 2,202 594 3,194 1,001 41 11,650 Criticized (Accruing) 31 85 571 281 93 316 30 9 1,416 Criticized (Nonaccruing) — — 123 52 3 66 — — 244 Total real estate — commercial mortgage 1,083 833 3,512 2,535 690 3,576 1,031 50 13,310 Current year gross write-offs — — 1 6 — 32 1 — 40 Real estate — construction Risk Rating: Pass 199 846 1,021 340 87 67 42 2 2,604 Criticized (Accruing) — 17 112 58 68 77 — — 332 Criticized (Nonaccruing) — — — — — — — — — Total real estate — construction 199 863 1,133 398 155 144 42 2 2,936 Current year gross write-offs — — — — — — — — — Commercial lease financing Risk Rating: Pass 301 430 626 368 217 679 — — 2,621 Criticized (Accruing) 2 34 33 9 16 21 — — 115 Criticized (Nonaccruing) — — — — — — — — — Total commercial lease financing 303 464 659 377 233 700 — — 2,736 Current year gross write-offs — — — — — 7 — — 7 Total commercial loans $ 8,125 $ 5,489 $ 13,088 $ 7,693 $ 2,905 $ 8,896 $ 25,485 $ 210 $ 71,891 Total commercial loan current year gross write-offs $ 1 $ 12 $ 66 $ 112 $ 4 $ 70 $ 145 $ — $ 410 (a) Accrued intere st of $ 338 million a nd $ 322 million as of December 31, 2025, and December 31, 2024, respectively, presented in “Accrued income and other assets” on the Consolidated Balance Sheets, was excluded from the amortized cost basis disclosed in these tables. (b) Gross write-off information is presented on a year-to-date basis for both the twelve months ended December 31, 2025 and December 31, 2024. 123 Table of contents Consumer Credit Exposure Credit Risk Profile by FICO Score and Vintage (a)(b) As of December 31, 2025 Term Loans Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Amortized Cost Basis Amortized Cost Basis by Origination Year and FICO Score Dollars in millions 2025 2024 2023 2022 2021 Prior Total Real estate — residential mortgage FICO Score: 750 and above $ 358 $ 224 $ 607 $ 5,342 $ 6,738 $ 3,403 $ — $ — $ 16,672 660 to 749 69 36 86 504 582 420 — — 1,697 Less than 660 2 11 23 87 73 149 — — 345 No Score 2 2 2 1 — 9 2 — 18 Total real estate — residential mortgage 431 273 718 5,934 7,393 3,981 2 — 18,732 Current period gross write-offs — — — — — 2 — — 2 Home equity loans FICO Score: 750 and above 43 26 23 117 676 1,164 1,749 179 3,977 660 to 749 18 13 13 41 149 258 718 58 1,268 Less than 660 2 3 5 15 44 109 253 21 452 No Score — — — — — 1 5 — 6 Total home equity loans 63 42 41 173 869 1,532 2,725 258 5,703 Current period gross write-offs — — — — — — 2 — 2 Other consumer loans FICO Score: 750 and above 175 73 104 986 1,032 595 81 — 3,046 660 to 749 112 48 74 220 218 179 172 — 1,023 Less than 660 17 12 21 54 52 46 54 — 256 No Score 12 8 5 10 13 6 265 — 319 Total consumer direct loans 316 141 204 1,270 1,315 826 572 — 4,644 Current period gross write-offs 4 5 7 9 9 7 15 — 56 Credit cards FICO Score: 750 and above — — — — — — 479 — 479 660 to 749 — — — — — — 364 — 364 Less than 660 — — — — — — 108 — 108 No Score — — — — — — 2 — 2 Total credit cards — — — — — — 953 — 953 Current period gross write-offs — — — — — — 45 — 45 Total consumer loans $ 810 $ 456 $ 963 $ 7,377 $ 9,577 $ 6,339 $ 4,252 $ 258 $ 30,032 Total consumer loan current period gross write-offs $ 4 $ 5 $ 7 $ 9 $ 9 $ 9 $ 62 $ — $ 105 124 Table of contents As of December 31, 2024 Term Loans Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Amortized Cost Basis Amortized Cost Basis by Origination Year and FICO Score Dollars in millions 2024 2023 2022 2021 2020 Prior Total Real estate — residential mortgage FICO Score: 750 and above $ 281 $ 669 $ 5,720 $ 7,203 $ 2,247 $ 1,510 $ — $ — $ 17,630 660 to 749 67 116 597 655 199 280 — — 1,914 Less than 660 4 13 81 63 24 134 — — 319 No Score 3 2 1 — 1 15 1 — 23 Total real estate — residential mortgage 355 800 6,399 7,921 2,471 1,939 1 — 19,886 Current period gross write-offs 1 — 1 — — 1 — — 3 Home equity loans FICO Score: 750 and above 33 31 139 775 612 731 1,886 251 4,458 660 to 749 17 17 50 181 129 186 772 80 1,432 Less than 660 2 5 15 40 31 82 263 25 463 No Score — — — — — 1 4 — 5 Total home equity loans 52 53 204 996 772 1,000 2,925 356 6,358 Current period gross write-offs — — — — — 1 1 — 2 Other consumer loans FICO Score: 750 and above 107 143 1,149 1,210 527 245 88 — 3,469 660 to 749 70 109 275 268 128 108 184 — 1,142 Less than 660 9 23 59 59 29 24 56 — 259 No Score 35 12 18 17 7 12 196 — 297 Total consumer direct loans 221 287 1,501 1,554 691 389 524 — 5,167 Current period gross write-offs — 7 17 12 7 6 15 — 64 Credit cards FICO Score: 750 and above — — — — — — 476 — 476 660 to 749 — — — — — — 372 — 372 Less than 660 — — — — — — 109 — 109 No Score — — — — — — 1 — 1 Total credit cards — — — — — — 958 — 958 Current period gross write-offs — — — — — — 47 — 47 Total consumer loans $ 628 $ 1,140 $ 8,104 $ 10,471 $ 3,934 $ 3,328 $ 4,408 $ 356 $ 32,369 Total consumer current period gross write-offs $ 1 $ 7 $ 18 $ 12 $ 7 $ 8 $ 63 $ — $ 116 (a) Accrued intere st of $ 121 million and $ 134 million as of December 31, 2025, and December 31, 2024, respectively, presente d in “Accrued income and other assets” on the Consolidated Balance Sheets, was excluded from the amortized cost basis disclosed in this table. (b) Gross write-off information is presented on a year-to-date basis for both the twelve months ended December 31, 2025 and December 31, 2024. Nonperforming and Past Due Loans Our policies for determining past due loans, placing loans on nonaccrual, applying payments on nonaccrual loans, and resuming accrual of interest for our commercial and consumer loan portfolios are disclosed in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Nonperforming Loans”. The following aging analysis of past due and current loans as of December 31, 2025, and December 31, 2024, provides further information regarding Key’s credit exposure. 125 Table of contents Aging Analysis of Loan Portfolio (a) December 31, 2025 Current (b)(c) 30-59 Days Past Due (b) 60-89 Days Past Due (b) 90 and Greater Days Past Due (b) Non-performing Loans Total Past Due and Non-performing Loans Total Loans (d) Dollars in millions LOAN TYPE (a) Commercial and industrial $ 57,336 $ 38 $ 17 $ 41 $ 256 $ 352 $ 57,688 Commercial real estate: Commercial mortgage 13,450 47 20 33 157 257 13,707 Construction 2,843 — — 1 — 1 2,844 Total commercial real estate loans 16,293 47 20 34 157 258 16,551 Commercial lease financing 2,260 3 — — 7 10 2,270 Total commercial loans $ 75,889 $ 88 $ 37 $ 75 $ 420 $ 620 $ 76,509 Real estate — residential mortgage $ 18,593 $ 21 $ 14 $ — $ 104 $ 139 $ 18,732 Home equity loans 5,593 18 7 5 80 110 5,703 Other consumer loans 4,606 15 10 9 4 38 4,644 Credit cards 926 6 4 10 7 27 953 Total consumer loans $ 29,718 $ 60 $ 35 $ 24 $ 195 $ 314 $ 30,032 Total loans $ 105,607 $ 148 $ 72 $ 99 $ 615 $ 934 $ 106,541 (a) Amounts in table represent amortized cost and exclude loans held for sale. (b) Accrued interest of $ 459 million pre sented in “Accrued income and other assets” on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table. (c) Includes balances of $ 66 million in Commercial mortgage and $ 6 million in Real estate - residential mortgage associated with loans sold to GNMA that are 90 days or more past due where Key has the right but not the obligation to repurchase and whose payments are insured by the Federal Housing Administration or guaranteed by the United States Department of Veteran Affairs. (d) Net of unearned income, net of deferred fees and costs, and unamortized discounts and premiums. December 31, 2024 Current (b)(c) 30-59 Days Past Due (b) 60-89 Days Past Due (b) 90 and Greater Days Past Due (b) Non-performing Loans Total Past Due and Non-performing Loans Total Loans (d) Dollars in millions LOAN TYPE (a) Commercial and industrial $ 52,473 $ 48 $ 21 $ 45 $ 322 $ 436 $ 52,909 Commercial real estate: Commercial mortgage 13,018 4 29 16 243 292 13,310 Construction 2,932 — — 4 — 4 2,936 Total commercial real estate loans 15,950 4 29 20 243 296 16,246 Commercial lease financing 2,728 1 6 1 — 8 2,736 Total commercial loans $ 71,151 $ 53 $ 56 $ 66 $ 565 $ 740 $ 71,891 Real estate — residential mortgage $ 19,766 $ 20 $ 8 $ — $ 92 $ 120 $ 19,886 Home equity loans 6,232 26 8 3 89 126 6,358 Other consumer loans 5,129 15 9 9 5 38 5,167 Credit cards 928 6 5 12 7 30 958 Total consumer loans $ 32,055 $ 67 $ 30 $ 24 $ 193 $ 314 $ 32,369 Total loans $ 103,206 $ 120 $ 86 $ 90 $ 758 $ 1,054 $ 104,260 (a) Amounts in table represent amortized cost and exclude loans held for sale. (b) Accrued intere st of $ 456 million prese nted in “Accrued income and other assets” on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table. (c) Includes balances of $ 75 million in Commercial mortgage and $ 7 million in Real estate - residential mortgage associated with loans sold to GNMA that are 90 days or more past due where Key has the right but not the obligation to repurchase and whose payments are insured by the Federal Housing Administration or guaranteed by the United States Department of Veteran Affairs. (d) Net of unearned income, net of deferred fees and costs, and unamortized discounts and premiums. At December 31, 2025, the carrying amount of our commercial nonperforming loans outstanding represented 76 % of their original contractual amount owed, total nonperforming loans outstanding represented 82 % of their original contractual amount owed, and nonperforming assets in total were carried at 83 % of their original contractual amount owed. Nonperforming loans reduced expected interest income by $ 49 million , $ 54 million, and $ 37 million for each of the twelve months ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively. The amortized cost basis of nonperforming loans on nonaccrual status for which there is no related allowance for credit losses was $ 386 million at December 31, 2025. 126 Table of contents Collateral-dependent Financial Assets We classify financial assets as collateral-dependent when our borrower is experiencing financial difficulty, and we expect repayment to be provided substantially through the operation or sale of the collateral. Our commercial loans have collateral that includes cash, accounts receivable, inventory, commercial machinery, commercial properties, commercial real estate construction projects, enterprise value, and stock or ownership interests in the borrowing entity. When appropriate we also consider the enterprise value of the borrower as a repayment source for collateral-dependent loans. Our consumer loans have collateral that includes residential real estate, automobiles, boats, and RVs. At December 31, 2025 and December 31, 2024, the recorded investment of consumer residential mortgage loans in the process of foreclosure was approximately $ 70 million and $ 72 million, respectively. There were no significant changes in the extent to which collateral secures our collateral-dependent financial assets during 2025 . Loan Modifications Made to Borrowers Experiencing Financial Difficulty As part of our loss mitigation activities, we may agree to modify the contractual terms of a loan to a borrower experiencing financial difficulty. Our loan modifications are handled on a case-by-case basis and are negotiated to achieve mutually agreeable terms that maximize loan collectability and meet the borrower’s financial needs. Such modifications may include an extension of maturity date, interest rate reduction, an other than insignificant payment delay, other modifications, or some combination thereof. Many factors can go into what is considered an other than insignificant payment delay such as the significance of the restricted payment amount relative to the normal loan payment or the relative significance of the delay to the original loan terms. Generally, Key considers any delay in payment of greater than 90 days in the last 12 months to be significant. The ALLL for loans modified for borrowers experiencing financial difficulty is determined based on Key’s ALLL policy as described within Note 1 (“Summary of Significant Accounting Policies”). Modifications for Borrowers Experiencing Financial Difficulty Our strategy in working with commercial borrowers is to allow them time to improve their financial position through loan modification. Commercial borrowers that are rated substandard or worse in accordance with the regulatory definition, or that cannot otherwise restructure at market terms and conditions, are considered to be experiencing financial difficulty. A modification of a loan is subject to the normal underwriting standards and processes for other similar credit extensions, both new and existing. The modified loan is evaluated to determine if it is a new loan or a continuation of the prior loan. Consumer loans in which a borrower requires a modification as a result of negative changes to their financial condition or to avoid default, generally indicate the borrower is experiencing financial difficulty. The primary modifications made to consumer loans are amortization, maturity date and interest rate changes. Consumer borrowers identified as experiencing financial difficulty are generally unable to refinance their loans through our normal origination channel or through other independent sources. The following tables show the amortized cost basis at the end of the noted reporting periods of the loans modified to borrowers experiencing financial difficulty within the past 12 months of the noted periods. The tables do not include those modifications that only resulted in an insignificant payment delay. The tables do not include consumer loans that are still within a trial modification period. Trial modifications may be done for consumer borrowers where a trial payment plan period is offered in advance of a permanent loan modification. As of December 31, 2025, there were 167 loans totaling $ 26 million in a trial modification period. As of December 31, 2024, there were 120 loans totaling $ 20 million in a trial modification period. Commitments outstanding to lend additional funds to borrowers experiencing financial difficulty whose loans were modified were $ 110 million and $ 15 million at December 31, 2025 and December 31, 2024, respectively. 127 Table of contents As of December 31, 2025 Interest Rate Reduction Term Extension Other Combination (a) Total Dollars in millions Amortized Cost Basis Amortized Cost Basis Amortized Cost Basis Amortized Cost Basis Amortized Cost Basis % of Total Loan Type LOAN TYPE Commercial and Industrial $ 2 $ 236 $ 22 $ 44 $ 304 0.53 % Commercial real estate: Commercial mortgage — 159 5 67 231 1.69 Construction — 30 — — 30 1.05 Total commercial real estate loans — 189 5 67 261 1.58 Total commercial loans $ 2 $ 425 $ 27 $ 111 $ 565 0.74 % Real estate — residential mortgage $ 3 $ 1 $ — $ 10 $ 14 0.07 % Home equity loans 4 1 — 4 9 0.16 Other consumer loans — 2 — 2 4 0.09 Credit cards — — — 3 3 0.31 Total consumer loans $ 7 $ 4 $ — $ 19 $ 30 0.10 % Total loans $ 9 $ 429 $ 27 $ 130 $ 595 0.56 % (a) Combination modifications consist primarily of loans modified with both an interest rate reduction and a term extension. As of December 31, 2024 Interest Rate Reduction Term Extension Other Combination (a) Total Dollars in millions Amortized Cost Basis Amortized Cost Basis Amortized Cost Basis Amortized Cost Basis Amortized Cost Basis % of Total Loan Type LOAN TYPE Commercial and Industrial $ — $ 118 $ 25 $ 20 $ 163 0.31 % Commercial real estate: Commercial mortgage 28 236 22 21 307 2.31 Construction — 29 — — 29 0.99 Total commercial real estate loans 28 265 22 21 336 2.07 Total commercial loans $ 28 $ 383 $ 47 $ 41 $ 499 0.69 % Real estate — residential mortgage $ 1 $ 1 $ — $ 12 $ 14 0.07 % Home equity loans 3 1 2 7 13 0.20 Other consumer loans — 2 — 3 5 0.10 Credit cards — — — 3 3 0.31 Total consumer loans $ 4 $ 4 $ 2 $ 25 $ 35 0.11 % Total loans $ 32 $ 387 $ 49 $ 66 $ 534 0.51 % (a) Combination modifications consist primarily of loans modified with both an interest rate reduction and a term extension. As of December 31, 2023 Interest Rate Reduction Term Extension Other Combination (a) Total Dollars in millions Amortized Cost Basis Amortized Cost Basis Amortized Cost Basis Amortized Cost Basis Amortized Cost Basis % of Total Loan Type LOAN TYPE Commercial and Industrial $ — $ 180 $ 49 $ 34 $ 263 0.47 % Commercial real estate: Commercial mortgage — 4 2 — 6 0.04 Construction — — — — — — Total commercial real estate loans — 4 2 — 6 0.03 Total commercial loans $ — $ 184 $ 51 $ 34 $ 269 0.35 % Real estate — residential mortgage $ — $ — $ 1 $ 9 $ 10 0.05 % Home equity loans 2 1 1 5 9 0.13 Other consumer loans — 1 — 2 3 0.05 Credit cards — — — 4 4 0.40 Total consumer loans $ 2 $ 2 $ 2 $ 20 $ 26 0.07 % Total loans $ 2 $ 186 $ 53 $ 54 $ 295 0.26 % (a) Combination modifications consist primarily of loans modified with both an interest rate reduction and a term extension. Financial Effects of Modifications to Borrowers Experiencing Financial Difficulty The following table summarizes the financial impacts of loan modifications made to specific loans for the noted periods. 128 Table of contents Twelve months ended December 31, 2025 Weighted-average Interest Rate Change Weighted-average Term Extension (in years) LOAN TYPE Commercial and Industrial ( 0.87 ) % 1.24 Commercial mortgage — % 0.96 Construction — % 0.50 Real estate — residential mortgage ( 1.86 ) % 5.85 Home equity loans ( 2.97 ) % 7.55 Other consumer loans ( 3.65 ) % 1.20 Credit cards ( 8.27 ) % 1.00 Twelve months ended December 31, 2024 Weighted-average Interest Rate Change Weighted-average Term Extension (in years) LOAN TYPE Commercial and Industrial ( 4.12 ) % 1.75 Commercial mortgage ( 1.49 ) % 0.66 Construction — % 2.87 Real estate — residential mortgage ( 1.81 ) % 6.15 Home equity loans ( 4.03 ) % 6.53 Other consumer loans ( 4.06 ) % 0.77 Credit cards ( 16.26 ) % 1.00 Twelve months ended December 31, 2023 Weighted-average Interest Rate Change Weighted-average Term Extension (in years) LOAN TYPE Commercial and Industrial ( 5.69 ) % 0.59 Commercial mortgage — % 1.37 Real estate — residential mortgage ( 1.97 ) % 7.58 Home equity loans ( 4.02 ) % 6.87 Other consumer loans ( 3.62 ) % 1.01 Credit cards ( 14.90 ) % 1.00 Amortized Cost Basis of Modified Loans That Subsequently Defaulted Key considers modifications to borrowers experiencing financial difficulty that subsequently become 90 days or more past due under modified terms as subsequently defaulted. The following table presents the amortized cost of modified loans to borrowers experiencing financial difficulty that were within 12 months of their modification and subsequently defaulted within the noted periods. Twelve months ended December 31, 2025 Interest Rate Reduction Dollars in millions Term Extension Other Combination Total LOAN TYPE Commercial and Industrial $ — $ 2 $ 5 $ — $ 7 Commercial real estate Commercial mortgage — 18 — — 18 Total commercial real estate loans — 18 — — 18 Total commercial loans $ — $ 20 $ 5 $ — $ 25 Real estate — residential mortgage $ — $ — $ — $ 1 $ 1 Home equity loans — — 1 — 1 Total consumer loans $ — $ — $ 1 $ 1 $ 2 Total loans $ — $ 20 $ 6 $ 1 $ 27 129 Table of contents Twelve months ended December 31, 2024 Interest Rate Reduction Dollars in millions Term Extension Other Combination Total LOAN TYPE Commercial and Industrial $ — $ 22 $ — $ 1 $ 23 Commercial real estate Commercial mortgage 11 — — 11 Total commercial real estate loans 11 — — — 11 Total commercial loans $ 11 $ 22 $ — $ 1 $ 34 Real estate — residential mortgage $ — $ — $ — $ 1 $ 1 Home equity loans — — — 2 2 Total consumer loans $ — $ — $ — $ 3 $ 3 Total loans $ 11 $ 22 $ — $ 4 $ 37 Twelve months ended December 31, 2023 Dollars in millions Interest Rate Reduction Term Extension Other Combination Total LOAN TYPE Commercial and Industrial $ — $ 7 $ — $ 3 $ 10 Commercial real estate Commercial mortgage — — 1 — 1 Total commercial real estate loans — 7 1 3 11 Commercial lease financing — — — — — Total commercial loans $ — $ 7 $ 1 $ 3 $ 11 Total consumer loans $ — $ — $ — $ — $ — Total loans $ — $ 7 $ 1 $ 3 $ 11 Key closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the amortized cost as of December 31, 2025, of loans modified during the 12 months then ended, by aging. As of December 31, 2025 Current 30-89 Days Past Due 90 and Greater Days Past Due Total Dollars in millions LOAN TYPE Commercial and Industrial $ 286 $ 7 $ 11 $ 304 Commercial real estate Commercial mortgage 184 42 5 231 Construction 30 — — 30 Total commercial real estate loans 214 42 5 261 Commercial lease financing — — — — Total commercial loans $ 500 $ 49 $ 16 $ 565 Real estate — residential mortgage $ 12 $ 1 $ 1 $ 14 Home equity loans 9 — — 9 Other consumer loans 4 — — 4 Credit cards 3 — — 3 Total consumer loans $ 28 $ 1 $ 1 $ 30 Total loans $ 528 $ 50 $ 17 $ 595 The following table presents the amortized cost as of December 31, 2024, of loans modified during the 12 months then ended, by aging. 130 Table of contents As of December 31, 2024 Current 30-89 Days Past Due 90 and Greater Days Past Due Total Dollars in millions LOAN TYPE Commercial and Industrial $ 154 $ 3 $ 6 $ 163 Commercial real estate Commercial mortgage 260 19 28 307 Construction 29 — — 29 Total commercial real estate loans 289 19 28 336 Total commercial loans $ 443 $ 22 $ 34 $ 499 Real estate — residential mortgage $ 12 $ 1 $ 1 $ 14 Home equity loans 11 1 1 13 Other consumer loans 5 — — 5 Credit cards 3 — — 3 Total consumer loans $ 31 $ 2 $ 2 $ 35 Total loans $ 474 $ 24 $ 36 $ 534 The following table presents the amortized cost as of December 31, 2023, of loans modified during the 12 months then ended, by aging. As of December 31, 2023 Current 30-89 Days Past Due 90 and Greater Days Past Due Total Dollars in millions LOAN TYPE Commercial and Industrial $ 238 $ 25 $ — $ 263 Commercial real estate Commercial mortgage 6 — — 6 Total commercial real estate loans $ 244 $ 25 $ — $ 269 Total commercial loans $ 244 $ 25 $ — $ 269 Real estate — residential mortgage $ 9 $ 1 $ — $ 10 Home equity loans 8 — 1 9 Other consumer loans 3 — — 3 Credit cards 3 1 — 4 Total consumer loans $ 23 $ 2 $ 1 $ 26 Total loans $ 267 $ 27 $ 1 $ 295 Liability for Credit Losses on Lending-related Commitments The liability for credit losses on lending-related commitments is included in “accrued expense and other liabilities” on the balance sheet. This includes credit risk for recourse associated with loans sold under the Fannie Mae Delegated Underwriting and Servicing program and credit losses inherent in unfunded lending-related commitments, such as letters of credit and unfunded loan commitments, and certain financial guarantees. Changes in the liability for credit losses on lending-related commitments are summarized as follows: Twelve months ended December 31, Dollars in millions 2025 2024 Balance at beginning of period $ 290 $ 296 Provision (credit) for losses on off balance sheet exposures 23 ( 6 ) Other — — Balance at end of period $ 313 $ 290 5. Fair Value Measurements In accordance with GAAP, Key measures certain assets and liabilities at fair value. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal market of the asset or liability. Additional information regarding our accounting policies for determining fair value is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Fair Value Measurements.” 131 Table of contents Assets and Liabilities Measured at Fair Value on a Recurring Basis Certain assets and liabilities are measured at fair value on a recurring basis in accordance with GAAP. For more information on the valuation techniques used to measure classes of assets and liabilities reported at fair value on a recurring basis as well as the classification of each in the valuation hierarchy, see below. The following tables present assets and liabilities measured at fair value on a recurring basis at December 31, 2025, and December 31, 2024. December 31, 2025 December 31, 2024 Dollars in millions Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total ASSETS MEASURED ON A RECURRING BASIS Trading account assets: U.S. Treasury, agencies and corporations $ — $ 674 $ — $ 674 $ — $ 930 $ — $ 930 States and political subdivisions — 60 — 60 — 127 — 127 Other mortgage-backed securities — 316 — 316 — 183 — 183 Other securities — 6 — 6 — 25 — 25 Total trading account securities — 1,056 — 1,056 — 1,265 — 1,265 Commercial loans — 5 — 5 — 18 — 18 Total trading account assets — 1,061 — 1,061 — 1,283 — 1,283 Securities available for sale: U.S. Treasury, agencies and corporations — 7,886 — 7,886 — 8,904 — 8,904 States and political subdivisions — — — — — — — — Agency residential collateralized mortgage obligations — 8,565 — 8,565 — 9,224 — 9,224 Agency residential mortgage-backed securities — 19,195 — 19,195 — 15,169 — 15,169 Agency commercial mortgage-backed securities — 3,950 — 3,950 — 4,410 — 4,410 Other securities — — — — — — — — Total securities available for sale $ — $ 39,596 $ — $ 39,596 $ — $ 37,707 $ — $ 37,707 Other investments: Principal investments: Indirect (measured at NAV) (a) $ — $ — $ — $ 9 $ — $ — $ — $ 14 Total principal investments — — — 9 — — — 14 Equity investments: Direct — — 3 3 — — 2 2 Direct (measured at NAV) (a) — — — 71 — — — 54 Indirect (measured at NAV) (a) — — — 3 — — — 3 Total equity investments — — 3 77 — — 2 59 Total other investments — — 3 86 — — 2 73 Loans, net of unearned income (residential) — — 11 11 — — 10 10 Loans held for sale (residential) — 149 — 149 — 93 — 93 Derivative assets: Interest rate — 135 ( 3 ) 132 — 114 ( 4 ) 110 Foreign exchange 39 44 — 83 93 31 — 124 Commodity — 249 — 249 — 363 — 363 Credit — — — — — — — — Other — 7 1 8 — 15 — 15 Derivative assets 39 435 ( 2 ) 472 93 523 ( 4 ) 612 Netting adjustments (b) — — — ( 297 ) — — — ( 363 ) Total derivative assets 39 435 ( 2 ) 175 93 523 ( 4 ) 249 Total assets on a recurring basis at fair value $ 39 $ 41,241 $ 12 $ 41,078 $ 93 $ 39,606 $ 8 $ 39,415 LIABILITIES MEASURED ON A RECURRING BASIS Bank notes and other short-term borrowings: Short positions $ 412 $ 409 $ — $ 821 $ 107 $ 773 $ — $ 880 Derivative liabilities: Interest rate — 577 — 577 — 965 — 965 Foreign exchange 36 44 — 80 85 32 — 117 Commodity — 237 — 237 — 343 — 343 Credit — 8 — 8 — — — — Other — 25 — 25 — 14 — 14 Derivative liabilities 36 891 — 927 85 1,354 — 1,439 Netting adjustments (b) — — — ( 274 ) — — — ( 411 ) Total derivative liabilities 36 891 — 653 85 1,354 — 1,028 Total liabilities on a recurring basis at fair value $ 448 $ 1,300 $ — $ 1,474 $ 192 $ 2,127 $ — $ 1,908 (a) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet. (b) Netting adjustments represent the amounts recorded to convert our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The net basis takes into account the impact of bilateral collateral and master netting agreements that allow us to settle all derivative contracts with a single counterparty on a net basis and to offset the net derivative position with the related cash collateral. Total derivative assets and liabilities include these netting adjustments. 132 Table of contents Qualitative Disclosures of Valuation Techniques The following table describes the valuation techniques and significant inputs used to measure the classes of assets and liabilities reported at fair value on a recurring basis, as well as the classification of each within the valuation hierarchy. Asset/liability class Valuation technique Valuation hierarchy classification(s) Securities (includes trading account assets, securities available for sale, and U.S. Treasury Bills classified as short-term investments) Fair value of level 1 securities is determined by: • Quoted market prices available in an active market for identical securities. This includes exchange-traded equity securities. Fair value of level 2 securities is determined by: • Pricing models (either by a third party pricing service or internally). Inputs include: yields, benchmark securities, bids, offers, actual trade data (i.e., spreads, credit ratings, and interest rates) for comparable assets, spread tables, matrices, high-grade scales, and option-adjusted spreads. • Observable market prices of similar securities. The valuations provided by the third-party pricing service are based on observable market inputs, which include benchmark yields, reported trades, issuer spreads, benchmark securities, bids, offers, and reference data obtained from market research publications. Inputs used by the third-party pricing service in valuing CMOs and other mortgage-backed securities also include new issue data, monthly payment information, whole loan collateral performance, and “To Be Announced” prices. In valuations of securities issued by state and political subdivisions, inputs used by the third-party pricing service also include material event notices. We regularly validate the pricing methodologies of valuations derived from a third-party pricing service to ensure the fair value determination is consistent with applicable accounting guidance and that our assets are properly classified in the fair value hierarchy. To perform this validation, we: • review documentation received from our third-party pricing service regarding the inputs used in its valuations and determine a level assessment for each category of securities; • substantiate actual inputs used for a sample of securities by comparing the actual inputs used by our third-party pricing service to comparable inputs for similar securities; and • substantiate the fair values determined for a sample of securities by comparing the fair values provided by our third-party pricing service to prices from other independent sources for the same and similar securities. We analyze variances and conduct additional research with our third-party pricing service and take appropriate steps based on our findings. Level 1 and 2 (primarily Level 2) Commercial loans (trading account assets) Fair value is based on: • Observable market price spreads for similar loans. Valuations reflect prices within the bid-ask spread that are most representative of fair value. Level 2 Principal investments (indirect) Indirect principal investments include primary and secondary investments in private equity funds engaged mainly in venture- and growth-oriented investing. These investments do not have readily determinable fair values and qualify for the practical expedient to estimate fair value based upon net asset value per share (or its equivalent, such as member units or an ownership interest in partners’ capital to which a proportionate share of net assets is attributed). Indirect principal investments are also accounted for as investment companies, whereby each investment is adjusted to fair value with any net realized or unrealized gain/loss recorded in the current period’s earnings. The fair value and related unfunded commitments of our indirect principal investments at December 31, 2025, was $ 9 million and $ 1 million, respectively. No additional financial support was provided for the years ended December 31, 2025, and December 31, 2024. At December 31, 2025, no significant liquidation of the underlying investments has been communicated to Key. NAV 133 Table of contents Asset/liability class Valuation technique Valuation hierarchy classification(s) Other direct equity investments Fair value is determined using: • Discounted cash flows • Operating performance and market/exit multiples of comparable businesses • Other unique facts and circumstances related to each individual investment For level 3 securities, increases in the discount rate applied in the discounted cash flow models would negatively affect the fair value. Increases in valuation multiples of comparable companies would positively affect the fair value. Level 3 Other direct and indirect equity investments (NAV) Certain direct and indirect investments do not have readily determinable fair values and qualify for the practical expedient in the accounting guidance that allows us to estimate fair value based upon net asset value per share. These are typically comprised of investments in venture capital funds engaged mainly in venture- and growth-oriented investing. The unfunded commitments of these investments as of December 31, 2025, totaled $ 57 million. NAV Loans held for sale and held for investment (residential) Residential mortgage loans held for sale are accounted for at fair value. Fair values are based on: • Quoted market prices, where available • Prices for other traded mortgage loans with similar characteristics • Purchase commitments and bid information received from market participants Prices are adjusted as necessary to include: • The embedded servicing value in the loans • The specific characteristics of certain loans that are priced based on the pricing of similar loans. Residential loans held for investment: Certain residential loans held for sale contain salability exceptions that make them unable to be sold into the performing loan sales market. Loans in this category are transferred to the held to maturity loan portfolio and are included in “Loans, net of unearned income” on the balance sheet. This type of loan is classified as level 3 in the valuation hierarchy as transaction details regarding sales of this type of loan are often unavailable. Fair value is based upon: • Unobservable bid information from brokers and investors Higher (lower) unobservable bid information would have resulted in higher (lower) fair value measurements. Level 2 and 3 (primarily level 2) Derivatives Certain foreign exchanged derivative instruments are able to be valued using quoted prices in active markets and are therefore classified as Level 1 instruments. The majority of our derivative positions are Level 2 and are valued using internally developed models based on market convention and observable market inputs. These derivative contracts include interest rate swaps, commodity swaps, certain options, floors, cross currency swaps, credit default swaps, and forward mortgage loan sale commitments. Significant inputs used in the valuation models include: • SOFR and Overnight Index Swap (OIS) curves, index pricing curves, foreign currency curves • Volatility surfaces (a three-dimensional graph of implied volatility against strike price and maturity) We have customized derivative instruments and risk participations that are classified as Level 3 instruments. These derivative positions are valued using internally developed models, with inputs consisting of available market data, including: • Credit spreads and interest rates The unobservable internally derived assumptions include: • Loss given default • Internal risk assessments of customers The fair value represents an estimate of the amount that the risk participation counterparty would need to pay/receive as of the measurement date based on the probability of customer default on the swap transaction and the fair value of the underlying customer swap. Therefore, for sold risk participation agreements, a higher loss probability and a lower credit rating would negatively affect the fair value of the risk participations and a lower loss probability and higher credit rating would positively affect the fair value of the risk participations. (For purchased risk participation agreements, higher loss probabilities and lower credit ratings would positively affect the fair value.) Level 1, 2, and 3 (primarily level 2) 134 Table of contents Asset/liability class Valuation technique Valuation hierarchy classification(s) Derivatives (continued) We use interest rate lock commitments for our residential mortgage business, which are classified as Level 3 instruments. The significant components of the valuation model include: • Interest rates observable in the market • Investor supplied prices for similar loans and securities • The probability of the loan closing (i.e. the "pull-through" amount, a significant unobservable input). Increases (decreases) in the probability of the loan closing would have resulted in higher (lower) fair value measurements. Valuation of residential mortgage forward sale commitments utilizes observable market prices of comparable commitments and mortgage securities (Level 2). The fair values of our derivatives include a credit valuation adjustment related to both counterparty and our own creditworthiness. The credit component considers master netting and collateral agreements and is determined by the individual counterparty based on potential future exposures, expected recovery rates, and market-implied probabilities of default. Level 1, 2, and 3 (primarily level 2) Liability for short positions This includes fixed income securities held by our broker dealer in its trading inventory. Fair value of level 1 securities is determined by: • Quoted market prices available in an active market for identical securities Fair value of level 2 securities is determined by: • Observable market prices of similar securities • Market activity, spreads, credit ratings and interest rates for each security type Level 1 and 2 We also make liquidity valuation adjustments to the fair value of certain assets to reflect the uncertainty in the pricing and trading of the instruments when we are unable to observe recent market transactions for identical or similar instruments. Liquidity valuation adjustments are based on the following factors: • the amount of time since the last relevant valuation; • whether there is an actual trade or relevant external quote available at the measurement date; and • volatility associated with the primary pricing components. Changes in Level 3 Fair Value Measurements The change in the fair values of our Level 3 financial instruments measured at fair value on a recurring basis for the years ended December 31, 2025, and December 31, 2024 was not material. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis in accordance with GAAP. The adjustments to fair value generally result from the application of accounting guidance that requires assets and liabilities to be recorded at the lower of cost or fair value, or assessed for impairment. There were no liabilities measured at fair value on a nonrecurring basis at December 31, 2025, and December 31, 2024. The following table presents our assets measured at fair value on a nonrecurring basis at December 31, 2025, and December 31, 2024: December 31, 2025 December 31, 2024 Dollars in millions Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total ASSETS MEASURED ON A NONRECURRING BASIS Collateral-dependent loans $ — $ — $ 56 $ 56 $ — $ — $ 152 $ 152 Accrued income and other assets — — 32 32 — — 14 14 Total assets on a nonrecurring basis at fair value $ — $ — $ 88 $ 88 $ — $ — $ 166 $ 166 Qualitative Disclosures of Valuation Techniques The following table describes the valuation techniques and significant inputs used to measure the significant classes of assets and liabilities reported at fair value on a nonrecurring basis, as well as the classification of each within the valuation hierarchy. 135 Table of contents Asset/liability class Valuation technique Valuation hierarchy classification(s) Collateral-dependent loans When a loan is collateral-dependent, the fair value of the loan is determined based on the fair value of the underlying collateral less estimated selling costs. Level 3 OREO, other repossessed personal properties, and right-of-use assets (a) OREO, other repossessed properties, and right-of-use assets are valued based on: • Appraisals and third-party price opinions, less estimated selling costs Generally, we classify these assets as Level 3, but OREO and other repossessed properties for which we receive binding purchase agreements are classified as Level 2. Returned lease inventory is valued based on market data for similar assets and is classified as Level 2. Level 2 and 3 Other equity investments We have other investments in equity securities that do not have readily determinable fair values and do not qualify for the practical expedient to measure the investment using a net asset value per share. We have elected to measure these securities at cost less impairment plus or minus adjustments due to observable orderly transactions. Impairment is recorded when there is evidence that the expected fair value of the investment has declined to below the recorded cost. At each reporting period, we assess if these investments continue to qualify for this measurement alternative. At December 31, 2025, and December 31, 2024, the carrying amount of equity investments recorded under this method was $ 467 million and $ 394 million, respectively. We recorded no impairment for the year ended December 31, 2025. We recorded $ 5 million impairment for the year ended December 31, 2024. Level 3 Mortgage Servicing Rights (a) Refer to Note 8 (“Mortgage Servicing Assets”) Level 3 (a) Asset classes included in “Accrued income and other assets” on the Consolidated Balance Sheets Quantitative Information about Level 3 Fair Value Measurements The range and weighted-average of the significant unobservable inputs used to measure the fair value our material Level 3 recurring and nonrecurring assets at December 31, 2025, and December 31, 2024, along with the valuation techniques used, are shown in the following table: Level 3 Asset (Liability) Valuation Technique Significant Unobservable Input Range (Weighted-Average) (a) Dollars in millions December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Recurring Loans, net of unearned income (residential) $ 11 $ 10 Market comparable pricing Comparability factor 74.30 %- 99.00 % ( 84.99 %) 68.00 - 95.00 % ( 77.48 %) Derivative instruments: Interest rate ( 3 ) ( 4 ) Discounted cash flows Probability of default .02 - 100 % ( 4.40 %) .02 - 100 % ( 5.00 %) Loss given default 0 - 1 ( .49 ) 0 - 1 ( .50 ) Insignificant level 3 assets, net of liabilities (b) 4 2 Nonrecurring Collateral dependent loans 56 152 Fair value of underlying collateral Liquidity discount 0 - 100.00 % ( 40.00 %) 0 - 100.00 % ( 33.00 %) Accrued income and other assets: (c) OREO and other assets 8 14 Appraised value Appraised value N/M N/M (a) The weighted average of significant unobservable inputs is calculated using a weighting relative to fair value. (b) Represents the aggregate amount of Level 3 assets and liabilities measured at fair value on a recurring basis that are individually and in the aggregate insignificant. The amount includes certain equity investments and certain financial derivative assets and liabilities. (c) Excludes $ 24 million pertaining to mortgage servicing assets measured as of December 31, 2025. Refer to Note 8 (“Mortgage Servicing Assets”) for significant unobservable inputs pertaining to these assets. Fair Value Disclosures of Financial Instruments The carrying amounts and estimated fair value for certain financial instruments that are not recorded at fair value in the consolidated balance sheet as of December 31, 2025, and December 31, 2024, are shown in the following table. 136 Table of contents December 31, 2025 Carrying Amount Fair Value Dollars in millions Level 1 Level 2 Level 3 Total FINANCIAL ASSETS Cash and short-term investments (a) $ 11,450 $ 11,450 $ — $ — $ 11,450 Held-to-maturity securities (b) 8,622 — 8,313 — 8,313 Other investments (c) 863 — — 863 863 Loans, net of unearned income (d) 105,103 — — 101,946 101,946 Loans held for sale (c) 928 — — 928 928 FINANCIAL LIABILITIES Time deposits (e) $ 12,680 $ — $ 12,731 $ — $ 12,731 Short-term borrowings (a) 263 — 263 — 263 Long-term debt (e) 9,917 9,318 729 — 10,047 Deposits with no stated maturity (a) 136,033 — 136,033 — 136,033 December 31, 2024 Carrying Amount Fair Value Dollars in millions Level 1 Level 2 Level 3 Total FINANCIAL ASSETS Cash and short-term investments (a) $ 19,247 $ 19,247 $ — $ — $ 19,247 Held-to-maturity securities (b) 7,395 — 6,837 — 6,837 Other investments (c) 967 — — 967 967 Loans, net of unearned income (d) 102,841 — — 99,105 99,105 Loans held for sale (c) 704 — — 704 704 FINANCIAL LIABILITIES Time deposits (e) $ 16,952 $ — $ 17,068 $ — $ 17,068 Short-term borrowings (a) 1,264 — 1,264 — 1,264 Long-term debt (e) 12,105 11,430 $ 477 — 11,907 Deposits with no stated maturity (a) 132,808 — 132,808 — 132,808 Valuation Methods and Assumptions (a) Fair value equals or approximates carrying amount. The fair value of deposits with no stated maturity does not take into consideration the value ascribed to core deposit intangibles. (b) Fair values of held-to-maturity securities are determined by using models that are based on security-specific details, as well as relevant industry and economic factors. The most significant of these inputs are quoted market prices, interest rate spreads on relevant benchmark securities, and certain prepayment assumptions. We review the valuations derived from the models to ensure that they are reasonable and consistent with the values placed on similar securities traded in the secondary markets. (c) Information pertaining to our methodology for measuring the fair values of these assets and liabilities is included in the sections entitled “Qualitative Disclosures of Valuation Techniques” and “Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis” in this Note. (d) The fair value of loans is based on the present value of the expected cash flows. The projected cash flows are based on the contractual terms of the loans, adjusted for prepayments and use of a discount rate based on the relative risk of the cash flows, taking into account the loan type, maturity of the loan, liquidity risk, servicing costs, and a required return on debt and capital. In addition, an incremental liquidity discount is applied to certain loans, using historical sales of loans during periods of similar economic conditions as a benchmark. The fair value of loans includes lease financing receivables at their aggregate carrying amount, which is equivalent to their fair value. (e) Fair values of time deposits and non-publicly traded long-term debt are based on discounted cash flows utilizing relevant market inputs. We determine fair value based on assumptions pertaining to the factors that a market participant would consider in valuing the asset. A substantial portion of our fair value adjustments are related to liquidity. During 2025 and 2024, the fair values of our loan portfolios generally remained stable, primarily due to sustained liquidity in the loan markets. If we were to use different assumptions, the fair values shown in the preceding table could change. Discontinued assets - education lending business . Our discontinued assets include government-guaranteed and private education loans originated through our education lending business that was discontinued in September 2009. This portfolio consists of loans recorded at carrying value with appropriate valuation reserves and loans recorded at fair value. All of these loans were excluded from the table above as follows: • Loans at carrying value, net of allowance, of $ 205 million ($ 155 million at fair value) at December 31, 2025, and $ 257 million ($ 192 million at fair value) at December 31, 2024 These loans are classified as Level 3 because we rely on unobservable inputs when determining fair value since observable market data is not available. 6. Securities The amortized cost, unrealized gains and losses, and approximate fair value of our securities available for sale and held-to-maturity securities are presented in the following tables. Gross unrealized gains and losses represent the difference between the amortized cost and the fair value of securities on the balance sheet as of the dates indicated. Accordingly, the amount of these gains and losses may change in the future as market conditions change. 137 Table of contents 2025 2024 December 31, Dollars in millions Amortized Cost (a)(b) Gross Unrealized Gains Gross Unrealized Losses Fair Value Amortized Cost (a)(b) Gross Unrealized Gains Gross Unrealized Losses Fair Value SECURITIES AVAILABLE FOR SALE U.S. Treasury, agencies, and corporations $ 7,842 $ 61 $ 17 $ 7,886 $ 8,928 $ 20 $ 44 $ 8,904 Agency residential collateralized mortgage obligations 10,269 4 1,708 8,565 11,409 8 2,193 9,224 Agency residential mortgage-backed securities 19,451 201 457 19,195 16,038 3 872 15,169 Agency commercial mortgage-backed securities 4,284 1 335 3,950 4,927 — 517 4,410 Total securities available for sale $ 41,846 $ 267 $ 2,517 $ 39,596 $ 41,302 $ 31 $ 3,626 $ 37,707 HELD-TO-MATURITY SECURITIES Agency residential collateralized mortgage obligations $ 4,026 $ 8 $ 176 $ 3,858 $ 4,577 $ 3 $ 332 $ 4,248 Agency residential mortgage-backed securities 2,374 12 13 2,373 151 — 17 134 Agency commercial mortgage-backed securities 2,121 1 139 1,983 2,333 — 203 2,130 Asset-backed securities (c) 77 — 2 75 308 — 8 300 Other securities 24 — — 24 26 — 1 25 Total held-to-maturity securities $ 8,622 $ 21 $ 330 $ 8,313 $ 7,395 $ 3 $ 561 $ 6,837 (a) Amortized cost amounts exclude accrued interest receivable which is recorded within “ other assets ” on the balance sheet. At December 31, 2025 , accrued interest receivable on available for sale securities and held-to-maturit y securities totaled $ 121 million and $ 26 million, respectively. At December 31, 2024, accrued interest receivable on available for sale securities and held-to-maturity securities totaled $ 109 million and $ 21 million, respectively. (b) Excluded from the amortized cost of securities available for sale are basis adjustments for securities designated in active fair value hedges. Basis adjustments totaled $ 99 million and $( 6 ) million as of December 31, 2025 and December 31, 2024, respectively. The securities being hedged are primarily U.S Treasuries, Agency RMBS, and Agency CMBS. (c) Amortized costs includes $ 74 million of securities as of December 31, 2025, and $ 303 million of securities as of December 31, 2024, related to the purchase of senior notes from a securitization collateralized by sold indirect auto loans. The following table summarizes securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of December 31, 2025, and December 31, 2024: Duration of Unrealized Loss Position Less than 12 Months 12 Months or Longer Total Dollars in millions Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses December 31, 2025 Securities available for sale: U.S. Treasury, agencies, and corporations $ — $ — $ 525 $ 17 $ 525 $ 17 Agency residential collateralized mortgage obligations — — 7,677 1,708 7,677 1,708 Agency residential mortgage-backed securities 1,226 7 5,583 450 6,809 457 Agency commercial mortgage-backed securities 7 — 3,777 335 3,784 335 Held-to-maturity securities: Agency residential collateralized mortgage obligations 240 2 3,023 174 3,263 176 Agency residential mortgage-backed securities 526 2 125 11 651 13 Agency commercial mortgage-backed securities — — 1,914 139 1,914 139 Asset-backed securities — — 75 2 75 2 Other securities 5 — 6 — 11 — Total securities in an unrealized loss position $ 2,004 $ 11 $ 22,705 $ 2,836 $ 24,709 $ 2,847 December 31, 2024 Securities available for sale: U.S. Treasury, agencies, and corporations $ 3,647 $ 8 $ 508 $ 36 $ 4,155 $ 44 Agency residential collateralized mortgage obligations 91 — 8,108 2,193 8,199 2,193 Agency residential mortgage-backed securities 11,364 254 3,145 618 14,509 872 Agency commercial mortgage-backed securities 50 1 4,360 516 4,410 517 Held-to-maturity securities: Agency residential collateralized mortgage obligations 569 18 3,387 314 3,956 332 Agency residential mortgage-backed securities — — 134 17 134 17 Agency commercial mortgage-backed securities — — 2,060 203 2,060 203 Asset-backed securities — — 300 8 300 8 Other securities 7 — 8 1 15 1 Total securities in an unrealized loss position $ 15,728 $ 281 $ 22,010 $ 3,906 $ 37,738 $ 4,187 Based on our evaluation at December 31, 2025, an allowance for credit losses has not been recorded nor have unrealized losses been recognized into income. The issuers of the securities are of high credit quality and have a history of no credit losses, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely attributed to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments. 138 Table of contents The following table presents gross realized gains and losses associated with our securities available for sale portfolio for the noted periods. Realized losses for the year ended December 31, 2024, relate primarily to the strategic repositioning completed in the third and fourth quarters of 2024. Year ended December 31, Dollars in millions 2025 2024 2023 Securities available for sale Realized gains $ — $ — $ 4 Realized (losses) — ( 1,863 ) ( 8 ) At December 31, 2025, securities available-for-sale and held-to-maturity securities totaling $ 18.7 billion were pledged to secure securities sold under repurchase agreements, to secure public and trust deposits, to facilitate access to secured funding, and for other purposes required or permitted by law. The following table shows our securities by remaining maturity at December 31, 2025. CMOs, other mortgage-backed securities, and asset-backed securities in the available for sale portfolio and held-to-maturity portfolio are presented based on their expected average lives. The remaining securities, in both the available-for-sale and held-to-maturity portfolios, are presented based on their remaining contractual maturity. Actual maturities may differ from expected or contractual maturities since borrowers have the right to prepay obligations with or without prepayment penalties. Securities Available for Sale Held-to-Maturity Securities December 31, 2025 Amortized Cost Fair Value Amortized Cost Fair Value Dollars in millions Due in one year or less $ 3,070 $ 3,085 $ 472 $ 467 Due after one through five years 10,796 10,504 2,231 2,176 Due after five through ten years 21,855 20,214 4,796 4,671 Due after ten years 6,125 5,793 1,123 999 Total $ 41,846 $ 39,596 $ 8,622 $ 8,313 7. Derivatives and Hedging Activities We are a party to various derivative instruments, mainly through our subsidiary, KeyBank. The primary derivatives that we use are interest rate swaps, caps, floors, forwards, and futures; foreign exchange contracts; commodity derivatives; and credit derivatives. Generally, these instruments help us manage exposure to interest rate risk, mitigate the credit risk inherent in our loan portfolio, hedge against changes in foreign currency exchange rates, and facilitate client financing and hedging needs. Additional information regarding our accounting policies for derivatives is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Derivatives and Hedging.” Derivatives Designated in Hedge Relationships Net interest income and the EVE change in response to changes in the mix of assets, liabilities, and off-balance sheet instruments and the associated interest rates tied to each instrument. In addition, differences in the repricing and maturity characteristics of interest-earning assets and interest-bearing liabilities cause net interest income and the EVE to fluctuate. We utilize derivatives that have been designated as part of a hedge relationship in accordance with the applicable accounting guidance to manage net interest income and EVE to within our stated risk tolerances. The primary derivative instruments used to manage interest rate risk are interest rate swaps. We designate certain “receive fixed/pay variable” interest rate swaps as fair value hedges. These contracts convert certain fixed-rate long-term debt into variable-rate obligations, thereby modifying our exposure to changes in interest rates. As a result, we receive fixed-rate interest payments in exchange for making variable-rate payments over the lives of the contracts without exchanging the notional amounts. Similarly, we designate certain “receive fixed/pay variable” interest rate swaps as cash flow hedges. These contracts effectively convert certain floating-rate loans into fixed-rate loans to reduce the potential adverse effect of interest 139 Table of contents rate decreases on future interest income. Again, we receive fixed-rate interest payments in exchange for making variable-rate payments over the lives of the contracts without exchanging the notional amounts. We designate interest rate floors as cash flow hedges. Interest rate floors also reduce the potential adverse effect of interest rate decreases on future interest income. We receive interest payments when the reference rate specified in the contracts falls below a strike price or floor rate in exchange for an upfront premium. We designate certain “pay fixed/receive variable” interest rate swaps as fair value hedges. These swaps convert certain fixed-rate securities into floating rate securities. The swaps reduce the potential adverse effects from higher interest rates on valuations and future interest income. We designate certain “pay fixed/receive variable” interest rate swaps as cash flow hedges. These swaps convert certain floating-rate debt into fixed-rate debt. We also use these swaps to manage the interest rate risk associated with anticipated sales of certain commercial real estate loans. The swaps protect against the possible short-term decline in the value of the loans that could result from changes in interest rates between the time they are originated and the time they are sold. Derivatives Not Designated in Hedge Relationships We may enter into interest rate swap contracts to manage economic risks but do not designate the instruments in hedge relationships. Excluding contracts addressing customer exposures, the amount of derivatives hedging risks on an economic basis at December 31, 2025, was not significant. Like other financial services institutions, we originate loans and extend credit, both of which expose us to credit risk. We actively manage our overall loan portfolio and the associated credit risk in a manner consistent with asset quality objectives and concentration risk tolerances to mitigate portfolio credit risk. Purchasing credit protection through default swaps and risk participation agreements enables us to transfer to a third party a portion of the credit risk associated with a particular extension of credit, including situations where there is a forecasted sale of loans. We purchase credit default swaps to reduce the credit risk associated with the debt securities held in our trading portfolio. We also enter into derivative contracts for other purposes, including: • interest rate swap, cap, and floor contracts entered into generally to accommodate the needs of commercial loan clients; • energy and base metal swap and option contracts entered into to accommodate the needs of clients; • foreign exchange forward and option contracts entered into primarily to accommodate the needs of clients; and • futures contracts and positions with third parties that are intended to offset or mitigate the interest rate or market risk related to client positions discussed above. Fair Values, Volume of Activity, and Gain/Loss Information Related to Derivative Instruments The following table summarizes the fair values of our derivative instruments on a gross and net basis as of December 31, 2025, and December 31, 2024. The change in the notional amounts of these derivatives by type from December 31, 2024, to December 31, 2025, indicates the volume of our derivative transaction activity during 2025. The notional amounts are not affected by bilateral collateral and master netting agreements. The derivative asset and liability balances are presented on a gross basis, prior to the application of bilateral collateral and master netting agreements. Total derivative assets and liabilities are adjusted to take into account the impact of legally enforceable master netting agreements that allow us to settle all derivative contracts with a single counterparty on a net basis and to offset the net derivative position with the related cash collateral. Where master netting agreements are not in effect or are not enforceable under bankruptcy laws, we do not adjust those derivative assets and liabilities with counterparties. Securities collateral related to legally enforceable master netting agreements is not offset on the balance sheet. Our derivative instruments are included in “accrued income and other assets” or “accrued expenses and other liabilities” on the Consolidated Balance Sheets, as indicated in the following table: 140 Table of contents December 31, 2025 December 31, 2024 Fair Value (a) Fair Value (a) Dollars in millions Notional Amount Derivative Assets Derivative Liabilities Notional Amount Derivative Assets Derivative Liabilities Derivatives designated as hedging instruments: Interest rate $ 64,228 $ ( 13 ) $ 4 $ 64,701 $ ( 4 ) $ 3 Derivatives not designated as hedging instruments: Interest rate 74,994 145 573 72,215 114 962 Foreign exchange 5,767 83 80 6,516 124 117 Commodity 5,553 249 237 8,778 363 343 Credit 107 — 8 60 — — Other (b) 4,217 8 25 3,145 15 14 Total derivatives not designated as hedging instruments: 90,638 485 923 90,714 616 1,436 Total 154,866 472 927 155,415 612 1,439 Netting adjustments (c) — ( 297 ) ( 274 ) — ( 363 ) ( 411 ) Net derivatives in the balance sheet 154,866 175 653 155,415 249 1,028 Other collateral (d) — ( 22 ) ( 1 ) — — ( 1 ) Net derivative amounts $ 154,866 $ 153 $ 652 $ 155,415 $ 249 $ 1,027 (a) We take into account bilateral collateral and master netting agreements that allow us to settle all derivative contracts held with a single counterparty on a net basis, and to offset the net derivative position with the related cash collateral when recognizing derivative assets and liabilities. As a result, we could have derivative contracts with negative fair values included in derivative assets and contracts with positive fair values included in derivative liabilities. (b) Other derivatives include interest rate lock commitments related to our residential and commercial banking activities, forward sale commitments related to our residential mortgage banking activities, forward purchase and sales contracts consisting of contractual commitments associated with “to be announced” securities and when-issued securities, and other customized derivative contracts. (c) Netting adjustments represent the amounts recorded to convert our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. As of December 31, 2025, excess collateral that has not been offset against net derivative instrument positions totaled $ 165 million of cash collateral and $ 218 million of securities collateral posted as well as $ 3 million of cash collateral and $ 78 million of securities collateral held. As of December 31, 2024, excess collateral that has not been offset against net derivative instrument positions totaled $ 168 million of cash collateral and $ 215 million of securities collateral posted as well as $ 13 million of cash collateral and $ 32 million of securities collateral held. (d) Other collateral represents the amount that cannot be used to offset our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The other collateral consists of securities and is exchanged under bilateral collateral and master netting agreements that allow us to offset the net derivative position with the related collateral. The application of the other collateral cannot reduce the net derivative position below zero. Therefore, excess other collateral, if any, is not reflected above. Fair value hedges. During the year ended December 31, 2025, we did not exclude any portion of fair value hedging instruments from the assessment of hedge effectiveness. The following tables summarize the amounts that were recorded on the balance sheet as of December 31, 2025 and December 31, 2024, related to cumulative basis adjustments for fair value hedges. December 31, 2025 Dollars in millions Balance sheet line item in which the hedge item is included Carrying amount of hedged item (a) Hedge accounting basis adjustment - active hedges Hedge accounting basis adjustment - discontinued hedges Interest rate contracts Long-term debt $ 8,504 $ ( 199 ) $ ( 3 ) Interest rate contracts Securities available for sale (b) 12,843 ( 100 ) 14 December 31, 2024 Dollars in millions Balance sheet line item in which the hedge item is included Carrying amount of hedged item (a) Hedge accounting basis adjustment - active hedges Hedge accounting basis adjustment - discontinued hedges Interest rate contracts Long-term debt $ 10,249 $ ( 490 ) $ ( 4 ) Interest rate contracts Securities available for sale (b) 12,097 5 17 (a) The carrying amount represents the portion of the asset or liability designated as the hedged item. (b) Certain amounts are designed as fair value hedges under the portfolio layer method. The carrying amount represents the amortized costs basis of the prepayable financial assets used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the relationship. At December 31, 2025 and December 31, 2024, the amortized cost of the closed portfolios used in these hedging relationships was $ 7 billion and $ 5 billion, respectively, of which $ 5 billion and $ 4 billion were designated in a portfolio layer hedging relationship. At December 31, 2025 and December 31, 2024, the cumulative basis adjustments associated with these amounts totaled $( 35 ) million and $ 41 million, which is comprised of $( 50 ) million and $ 24 million in active hedging relationships and $ 14 million and no adjustments for discontinued hedging relationships. Cash flow hedges. During the year ended December 31, 2025, we did not exclude any portion of these hedging instruments from the assessment of hedge effectiveness. Considering the interest rates, yield curves, and notional amounts as of December 31, 2025, we expect to reclassify an estimated $ 25 million of after-tax net losses on derivative instruments designated as cash flow hedges from AOCI to income during the next 12 months. In addition, we expect to reclassify approximately $ 1 million of net losses related to terminated cash flow hedges from AOCI to income during the next 12 months. These reclassified amounts could differ from actual amounts recognized due to changes in interest rates hedge de-designations and the addition of other hedges subsequent to December 31, 2025 . As of December 31, 2025, the maximum length of time over which we hedge forecasted transactio ns is 3.76 year s. 141 Table of contents The following tables summarize the effect of fair value and cash flow hedge accounting on the income statement for the years ended December 31, 2025, December 31, 2024, and December 31, 2023. Location and amount of net gains (losses) recognized in income on fair value and cash flow hedging relationships Year ended December 31, 2025 Dollars in millions Interest expense – long-term debt Interest income – loans Interest Income - securities Investment banking and debt placement fees Twelve Months Ended December 31, 2025 Total amounts presented in the consolidated statement of income $ ( 734 ) $ 5,749 $ 1,599 $ 780 Net gains (losses) on fair value hedging relationships Interest contracts Recognized on hedged items ( 296 ) — 105 — Recognized on derivatives designated as hedging instruments 126 — ( 86 ) — Net income (expense) recognized on fair value hedges $ ( 170 ) $ — $ 19 $ — Net gain (loss) on cash flow hedging relationships Realized gains (losses) (pre-tax) reclassified from AOCI into net income Interest contracts $ ( 2 ) $ ( 358 ) $ — $ — Net income (expense) recognized on cash flow hedges $ ( 2 ) $ ( 358 ) $ — $ — Location and amount of net gains (losses) recognized in income on fair value and cash flow hedging relationships Year ended December 31, 2024 Dollars in millions Interest expense – long-term debt Interest income – loans Interest Income - securities Investment banking and debt placement fees Twelve Months Ended December 31, 2024 Total amounts presented in the consolidated statement of income $ ( 1,187 ) $ 6,026 $ 1,142 $ 688 Net gains (losses) on fair value hedging relationships Interest contracts Recognized on hedged items 56 — ( 111 ) — Recognized on derivatives designated as hedging instruments ( 332 ) — 239 — Net income (expense) recognized on fair value hedges $ ( 276 ) $ — $ 128 $ — Net gain (loss) on cash flow hedging relationships Realized gains (losses) (pre-tax) reclassified from AOCI into net income Interest contracts $ ( 2 ) $ ( 733 ) $ — $ — Net income (expense) recognized on cash flow hedges $ ( 2 ) $ ( 733 ) $ — $ — Location and amount of net gains (losses) recognized in income on fair value and cash flow hedging relationships Year ended December 31, 2023 Dollars in millions Interest expense – long-term debt Interest income – loans Interest Income - securities Investment banking and debt placement fees Twelve Months Ended December 31, 2023 Total amounts presented in the consolidated statement of income $ ( 1,305 ) $ 6,219 $ 793 $ 542 Net gains (losses) on fair value hedging relationships Interest contracts Recognized on hedged items ( 119 ) — 181 — Recognized on derivatives designated as hedging instruments ( 135 ) — ( 132 ) — Net income (expense) recognized on fair value hedges $ ( 254 ) $ — $ 49 $ — Net gain (loss) on cash flow hedging relationships Realized gains (losses) (pre-tax) reclassified from AOCI into net income Interest contracts $ ( 2 ) $ ( 956 ) $ — $ 5 Net income (expense) recognized on cash flow hedges $ ( 2 ) $ ( 956 ) $ — $ 5 The following table summarizes the pre-tax effect of cash flow hedges for the years ended December 31, 2025, December 31, 2024, and December 31, 2023. Year ended December 31, Dollars in millions 2025 2024 2023 Net Gains (Losses) Recognized in OCI Interest contracts $ 309 $ ( 448 ) $ ( 289 ) Net Gains (Losses) Reclassified From AOCI Into Income Interest income — Loans $ ( 358 ) $ ( 733 ) $ ( 956 ) Interest expense — Long-term debt ( 2 ) ( 2 ) ( 2 ) Investment banking and debt placement fees — — 5 Total $ ( 360 ) $ ( 735 ) $ ( 953 ) 142 Table of contents Nonhedging instruments. The following table summarizes the pre-tax net gains (losses) on our derivatives that are not designated as hedging instruments for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, and where they are recorded on the income statement. 2025 2024 2023 Year ended December 31, Dollars in millions Corporate services income Consumer mortgage income Other income Total Corporate services income Consumer mortgage income Other income Total Corporate services income Consumer mortgage income Other income Total NET GAINS (LOSSES) Interest rate $ 51 $ — $ 6 $ 57 $ 35 $ — $ — $ 35 $ 41 $ — $ — $ 41 Foreign exchange 49 — — 49 50 — — 50 50 — — 50 Commodity 7 — — 7 12 — — 12 22 — — 22 Credit — — ( 47 ) ( 47 ) 1 — ( 58 ) ( 57 ) 2 — ( 52 ) ( 50 ) Other — — ( 7 ) ( 7 ) — 2 5 7 — ( 1 ) ( 6 ) ( 7 ) Total net gains (losses) $ 107 $ — $ ( 48 ) $ 59 $ 98 $ 2 $ ( 53 ) $ 47 $ 115 $ ( 1 ) $ ( 58 ) $ 56 Counterparty Credit Risk We enter into derivative transactions with two primary groups: broker-dealers and banks, and clients. We use several means to mitigate and manage exposure to credit risk on derivative contracts. We enter into bilateral collateral and master netting agreements that provide for the net settlement of all contracts with a single counterparty in the event of default. Additionally, we monitor counterparty credit risk exposure on each contract to determine appropriate limits on our total credit exposure across all product types. We review our collateral positions on a daily basis and exchange collateral with our counterparties in accordance with standard ISDA documentation, central clearing rules, and other related agreements. We hold collateral in the form of cash and highly rated securities issued by the U.S. Treasury, government-sponsored enterprises, or GNMA. Cash collateral of $ 103 million was netted against derivative assets on the balance sheet at December 31, 2025, compared to $ 75 million of cash collateral netted against derivative assets at December 31, 2024. The cash collateral netted against derivative liabilities totaled $ 80 million at December 31, 2025, and $ 124 million at December 31, 2024. The following table summarizes the fair value of our derivative assets by type at the dates indicated. These assets represent our net exposure to potential loss after taking into account the effects of bilateral collateral and master netting agreements and other means used to mitigate risk. December 31, Dollars in millions 2025 2024 Interest rate $ 82 $ 58 Foreign exchange 39 81 Commodity 149 170 Credit — — Other 8 15 Derivative assets before collateral 278 324 Plus (Less): Related collateral ( 103 ) ( 75 ) Total derivative assets $ 175 $ 249 Credit Derivatives We are a buyer and, under limited circumstances, may be a seller of credit protection through the credit derivative market. We purchase credit derivatives to manage the credit risk associated with specific commercial lending and swap obligations as well as exposures to debt securities. Our credit derivative portfolio was in a net liability position of $ 1 million as of December 31, 2025 and a nominal net liability position as of December 31, 2024. Our credit derivative portfolio consists of traded credit default swap indices and risk participation agreements. Our credit derivative portfolio may consist of the following: • Single-name credit default swap : A bilateral contract whereby the seller agrees, for a premium, to provide protection against the credit risk of a specific entity (the “reference entity”) in connection with a specific debt obligation. The protected credit risk is related to adverse credit events, such as bankruptcy, failure to make payments, and acceleration or restructuring of obligations, identified in the credit derivative contract. • Traded credit default swap index: Represents a position on a basket or portfolio of reference entities. • Risk participation agreement: A transaction in which the lead participant has a swap agreement with a customer. The lead participant (purchaser of protection) then enters into a risk participation agreement with a counterparty (seller of protection), under which the counterparty receives a fee to accept a portion of the lead participant’s 143 Table of contents credit risk. If the customer defaults on the swap contract, the counterparty to the risk participation agreement must reimburse the lead participant for the counterparty’s percentage of the positive fair value of the customer swap as of the default date. If the customer swap has a negative fair value, the counterparty has no reimbursement requirements. If the customer defaults on the swap contract and the seller fulfills its payment obligations under the risk participation agreement, the seller is entitled to a pro rata share of the lead participant’s claims against the customer under the terms of the swap agreement. The following table provides information on the types of credit derivatives sold by us and held on the balance sheet at December 31, 2025, and December 31, 2024. The notional amount represents the amount that the seller could be required to pay. The payment/performance risk shown in the table represents a weighted average of the default probabilities for all reference entities in the respective portfolios. These default probabilities are implied from observed credit indices in the credit default swap market, which are mapped to reference entities based on Key’s internal risk rating. 2025 2024 December 31, Dollars in millions Notional Amount Average Term (Years) Payment / Performance Risk Notional Amount Average Term (Years) Payment / Performance Risk Other $ 9 3.62 1.76 % $ 2 7.64 2.03 % Total credit derivatives sold $ 9 — — $ 2 — — Credit Risk Contingent Features We have entered into certain derivative contracts that require us to post collateral to the counterparties when these contracts are in a net liability position. The amount of collateral to be posted is based on the amount of the net liability and thresholds generally related to our long-term senior unsecured credit ratings with Moody’s and S&P. Collateral requirements also are based on minimum transfer amounts, which are specific to each Credit Support Annex (a component of the ISDA Master Agreement) that we have signed with the counterparties. In a limited number of instances, counterparties have the right to terminate their ISDA Master Agreements with us if our ratings fall below a certain level, usually investment-grade level (i.e., “Baa3” for Moody’s and “BBB-” for S&P). At December 31, 2025, KeyBank’s rating w as “ Baa1 ” with Moody’s and “ BBB+ ” with S&P, and KeyCorp’s rating was “Baa2” with Moody’s and “BBB” with S&P. Refer to the table below for the aggregate fair value of all derivative contracts with credit risk contingent features held by KeyBank that were in a net liability position. Dollars in millions December 31, 2025 December 31, 2024 Net derivative liabilities with credit-risk contingent features $ ( 49 ) $ ( 83 ) Collateral posted 49 80 As of December 31, 2025, and December 31, 2024, th e fair value of additional collateral that could be required to be posted as a result of the credit risk related contingent features being triggered was immaterial to Key’s consolidated financial statements. At December 31, 2025 and December 31, 2024, only KeyBank held derivative contacts with credit risk contingent features. 8. Mortgage Servicing Assets We originate and periodically sell commercial and residential mortgage loans but continue to service those loans for the buyers. We also may purchase the right to service commercial mortgage loans for other lenders. We record a servicing asset if we purchase or retain the right to service loans in exchange for servicing fees that exceed the going market servicing rate and are considered more than adequate compensation for servicing. Additional information pertaining to the accounting for mortgage and other servicing assets is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Servicing Assets.” 144 Table of contents Commercial Changes in the carrying amount of commercial mortgage servicing assets are summarized as follows: Year ended December 31, Dollars in millions 2025 2024 Balance at beginning of period $ 609 $ 638 Servicing retained from loan sales 83 67 Purchases 11 28 Amortization ( 125 ) ( 124 ) Balance at end of period $ 578 $ 609 Fair value at end of period $ 736 $ 819 The fair value of commercial mortgage servicing assets is determined by calculating the present value of future cash flows associated with servicing the loans. This calculation uses a number of assumptions that are based on current market conditions. The range and weighted-average of the significant unobservable inputs used to determine fair value our commercial mortgage servicing assets along with the valuation techniques, are shown in the following table: dollars in millions December 31, 2025 December 31, 2024 Valuation Technique Significant Unobservable Input Range Weighted-Average Range Weighted-Average Discounted cash flow Expected defaults 1.00 % 2.00 % 1.01 % 1.00 % 2.00 % 1.01 % Residual cash flows discount rate 6.96 % 10.84 % 10.58 % 7.00 % 10.61 % 10.31 % Escrow earn rate 3.94 % 4.09 % 4.08 % 4.62 % 4.70 % 4.69 % Prepayment rate 8.00 % 45.00 % 10.05 % 8.00 % 45.00 % 10.29 % If these economic assumptions change or prove incorrect, the fair value of commercial mortgage servicing assets may also change. Expected credit losses, escrow earn rates, and discount rates are critical to the valuation of commercial mortgage servicing assets. Estimates of these assumptions are based on how a market participant would view the respective rates and reflect historical data associated with the commercial mortgage loans, industry trends, and other considerations. Actual rates may differ from those estimated due to changes in a variety of economic factors. A decrease in the value assigned to the escrow earn rates would cause a decrease in the fair value of our commercial mortgage servicing assets. An increase in the assumed default rates of commercial mortgage loans or an increase in the assigned discount rates would cause a decrease in the fair value of our commercial mortgage servicing assets. Prepayment activity on commercial serviced loans does not significantly impact the valuation of our commercial mortgage servicing assets. Unlike residential mortgages, commercial mortgages experience significantly lower prepayments due to certain contractual restrictions impacting the borrower’s ability to prepay the mortgage. The sensitivity of the fair value of commercial mortgage servicing assets to adverse fluctuations in key assumptions as of December 31, 2025, is presented below: Dollars in millions 2025 Key assumptions: Escrow earn rate assumptions 4.08 % Effect on fair value from 10% adverse change $ ( 29 ) Effect on fair value from 20% adverse change ( 57 ) Discount rate assumptions 10.58 % Effect on fair value from 10% adverse change $ ( 19 ) Effect on fair value from 20% adverse change ( 36 ) Default rate assumptions 1.01 % Effect on fair value from 10% adverse change $ ( 2 ) Effect on fair value from 20% adverse change ( 3 ) Prepayment rate assumptions 10.05 % Effect on fair value from 10% adverse change $ ( 6 ) Effect on fair value from 20% adverse change ( 13 ) The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the 145 Table of contents effect of an adverse variation in a particular assumption on the fair value is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change. Assumptions and information for originated mortgage servicing right additions for the year ended December 31, 2025 are shown in the following table: Dollars in millions 2025 Unpaid principal balance of loans sold during the period $ 8,511 Pretax gains related to the sale of mortgage loans 131 Weighted average servicing fee rate 0.16 % Weighted average assumptions: Escrow earn rate assumption 4.88 % Discount rate assumption 9.82 % Default rate assumption 1.04 % Prepayment rate assumption 12.71 % The amortization of commercial mortgage servicing assets is determined in proportion to, and over the period of, the estimated net servicing income. The amortization of commercial servicing assets for each period, as shown in the table at the beginning of this note, is recorded as a reduction to contractual fee income. The contractual fee income from servicing commercial mortgage loans totaled $ 400 million for the year ended December 31, 2025, $ 382 million for the year ended December 31, 2024, and $ 314 million for the year ended December 31, 2023. This fee income was partially offset by $ 125 million of amortization for the year ended December 31, 2025, $ 124 million for the year ended December 31, 2024, and $ 123 million for the year ended December 31, 2023. Both the contractual fee income and the amortization are recorded, net, in “commercial mortgage servicing fees” on the income statement. Residential Changes in the carrying amount of residential mortgage servicing assets are summarized as follows: Dollars in millions 2025 2024 Balance at beginning of period $ 111 $ 108 Servicing retained from loan sales 14 13 Amortization ( 12 ) ( 11 ) Temporary recoveries (impairments) — 1 Balance at end of period $ 113 $ 111 Fair value at end of period $ 137 $ 138 The fair value of mortgage servicing assets is determined by calculating the present value of future cash flows associated with servicing the loans. This calculation uses a number of assumptions that are based on current market conditions. The range and weighted-average of the significant unobservable inputs used to fair value our mortgage servicing assets at December 31, 2025, and December 31, 2024, along with the valuation techniques, are shown in the following table: December 31, 2025 December 31, 2024 Valuation Technique Significant Unobservable Input Range Weighted-Average Range Weighted-Average Discounted cash flow Prepayment speed 6.01 % 33.07 % 8.33 % 5.42 % 46.30 % 7.69 % Discount rate 6.50 % 8.75 % 6.62 % 6.50 % 8.75 % 6.61 % Servicing cost $ 70.00 $ 4,332 $ 76.47 $ 70.00 $ 4,332 $ 75.99 If these economic assumptions change or prove incorrect, the fair value of residential mortgage servicing assets may also change. Prepayment speed, discount rates, and servicing cost are critical to the valuation of residential mortgage servicing assets. Estimates of these assumptions are based on how a market participant would view the respective rates and reflect historical data associated with the residential mortgage loans, industry trends, and other considerations. Actual rates may differ from those estimated due to changes in a variety of economic factors. An increase in the prepayment speed would cause a decrease in the fair value of our residential mortgage servicing assets. An increase in the assigned discount rates and servicing cost assumptions would cause a decrease in the fair value of our residential mortgage servicing assets. 146 Table of contents The sensitivity of the fair value of residential mortgage servicing assets to adverse fluctuations in key assumptions as of December 31, 2025, is presented below: Dollars in millions 2025 Key Assumptions: Prepayment speed 8.33 % Effect on Fair Value of a 10% adverse change $ ( 4 ) Effect on Fair Value of a 20% adverse change ( 8 ) Discount rate 6.62 % Effect on Fair Value of a 10% adverse change $ ( 4 ) Effect on Fair Value of a 20% adverse change ( 7 ) The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of an adverse variation in a particular assumption on the fair value is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change. The amortization of residential servicing assets for December 31, 2025, as shown in the table above, is recorded as a reduction to contractual fee income. The contractual fee income from servicing residential mortgage loans totaled $ 41 million for the year ended December 31, 2025, $ 40 million for the year ended December 31, 2024, and $ 38 million for the year ended December 31, 2023. This fee income was offset by $ 12 million of amortization for the year ended December 31, 2025, $ 11 million for the year ended December 31, 2024, and $ 9 million for the year ended December 31, 2023. Both the contractual fee income and the amortization are recorded, net, in “consumer mortgage income” on the income statement. 9. Leases As a lessee, we enter into leases of land, buildings, and equipment. Our real estate leases primarily relate to bank branches and office space. The leases of equipment principally relate to technology assets for data processing and data storage. As a lessor, we primarily provide financing through our equipment leasing business. Lessee Our leases are classified as either operating or financing and have remaining terms ranging from 1 to 20 years with the exception of certain ground leases that have terms over 30 years although certain leases have extension or termination options. Lease payments are discounted using Key’s incremental borrowing rate, consistent with what Key would pay to borrow on a collateralized basis over a term similar to each lease. Certain lease payments are variable and are based on a contractually defined index or transaction volume. Operating lease expense is recognized in "net occupancy" and "equipment" on the income statement. The components of lease expense and cash flows related to leases are summarized as follows: Dollars in millions December 31, 2025 December 31, 2024 December 31, 2023 Operating lease cost $ 118 $ 118 $ 122 Variable lease cost 20 21 19 Finance lease cost — 1 1 Total lease cost $ 138 $ 140 $ 142 Cash paid for amounts included in the measurement of lease liabilities $ 129 $ 134 $ 136 Right-of-use assets obtained in exchange for lease obligations 91 70 65 Additional balance sheet information related to leases is summarized as follows: Dollars in millions Balance sheet classification December 31, 2025 December 31, 2024 Right-of-use assets Accrued income and other assets $ 444 $ 453 Operating lease liabilities Accrued expense and other liabilities 484 506 147 Table of contents Information pertaining to the lease term and weighted-average discount rate, and m aturities of operating lease liabilities are summarized as follows: Dollars in millions December 31, 2025 2026 $ 127 2027 117 2028 95 2029 72 2030 49 Thereafter 78 Total lease payments $ 538 Less imputed interest 54 Total operating lease liabilities $ 484 December 31, 2025 December 31, 2024 Weighted-average remaining lease term (years) 5.37 5.42 Weighted-average discount rate 3.72 % 3.40 % Lessor Equipment Leasing Leases may have fixed or floating rate terms. Variable payments are based on an index or other specified rate and are included in rental payments. Certain leases contain an option to extend the lease term or the option to terminate at the discretion of the lessee. Under certain conditions, lease agreements may also contain the option for a lessee to purchase the underlying asset. Interest income from sales-type and direct financing leases is recognized in "interest income — loans" on the Consolidated Statements of Income. Income related to operating leases is recognized in “operating lease income and other leasing gains” on the Consolidated Statements of Income. The components of equipment leasing income are summarized in the table below: Dollars in millions December 31, 2025 December 31, 2024 December 31, 2023 Sales-type and direct financing leases Interest income on lease receivable $ 54 $ 69 $ 78 Interest income related to accretion of unguaranteed residual asset 7 9 13 Interest income on deferred fees and costs 21 20 4 Total sales-type and direct financing lease income 82 98 95 Operating leases Operating lease income related to lease payments 43 68 84 Other operating leasing gains and (losses) — 8 8 Total operating lease income and other leasing gains 43 76 92 Total lease income $ 125 $ 174 $ 187 Equipment leasing receivables relate to sales-type and direct financing leases. The composition of the net investment in sales-type and direct financing leases is as follows: Dollars in millions December 31, 2025 December 31, 2024 Lease receivables $ 1,916 $ 2,345 Unearned income ( 276 ) ( 270 ) Unguaranteed residual value 454 421 Deferred fees and costs 5 1 Net investment in sales-type and direct financing leases $ 2,099 $ 2,497 The residual value component of a lease represents the fair value of the leased asset at the end of the lease term. We rely on industry data, historical experience, independent appraisals and the experience of the equipment leasing asset management team to value lease residuals. Relationships with a number of equipment vendors give the asset management team insight into the life cycle of the leased equipment, pending product upgrades and competing products. Key assesses net investments in leases, including residual values, for impairment and recognizes any impairment losses in accordance with the impairment guidanc e for financial instruments. The carrying amount of residual assets covered by residual value guarantees at December 31, 2025, and December 31, 2024, was $ 269 million and $ 238 million, respectively. 148 Table of contents At December 31, 2025, minimum future lease payments to be received for leases are as follows: Dollars in millions Sales-type and direct financing lease payments Operating lease payments 2026 $ 583 $ 27 2027 410 19 2028 256 10 2029 182 5 2030 141 4 Thereafter 344 14 Total lease payments $ 1,916 $ 79 The carrying amount of operating lease assets at December 31, 2025 and December 31, 2024, was $ 153 million and $ 224 million, respectively. 10. Premises and Equipment Premises and Equipment Our premises and equipment consisted of the following: December 31, Dollars in millions Useful life (in years) 2025 2024 Land Indefinite $ 111 $ 111 Buildings and improvements 15 - 40 655 644 Leasehold improvements 1 - 15 575 556 Furniture and equipment 2 - 15 757 787 Capitalized building leases 1 - 14 (a) 18 18 Construction in process N/A 42 24 Total premises and equipment 2,158 2,140 Less: Accumulated depreciation and amortization ( 1,530 ) ( 1,526 ) Premises and equipment, net $ 628 $ 614 (a) Capitalized building and equipment leases are amortized over the lesser of the useful life of asset or lease term. Depreciation and amortization expense related to premises and equipment for the years ended December 31, 2025, December 31, 2024, and December 31, 2023 was $ 87 million, $ 91 million, and $ 89 million, respectively. This includes amortization of assets under capital leases. Software Eligible costs related to computer software developed or obtained for internal use that add functionality, improve efficiency or extend the useful life of a system are capitalized. Amortization of capitalized software begins when it is ready for its intended use, which is after all substantial testing is completed. Capitalized costs are amortized using the straight-line or accelerated method over its useful life. Balances are included in “Accrued income and other assets”. Key had capitalized software assets, including internally-developed and purchased software and costs associated with certain cloud computing arrangements of $ 692 million and $ 597 million and related accumulated amortization of $ 399 million and $ 308 million as of December 31, 2025, and December 31, 2024, respectively. This includes in-process software that has not started amortizing. Amortization expense related to internal-use software for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, was $ 93 million, $ 84 million, and $ 78 million, respectively. 149 Table of contents 11. Goodwill and Other Intangible Assets Our annual goodwill impairment testing is performed as of October 1 each year, or more frequently as events occur or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. The reporting units at which goodwill is tested for impairment are the Consumer Bank, Commercial Bank and Institutional Bank reporting units. The Commercial Bank and Institutional Bank reporting units are aggregated within Key’s overall Commercial Bank reporting segment. Additional information pertaining to our accounting policy for goodwill and other intangible assets is summarized in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Goodwill and Other Intangible Assets.” During the first quarter of 2024, Key realigned its real estate capital business from its Commercial Bank reporting unit to its Institutional Bank reporting unit. The move was done to align product-based teams to the client-facing businesses they serve with the goal of reducing overhead and complexity and creating a better client experience. This reorganization was identified as a triggering event for purposes of goodwill impairment testing. As a result, interim goodwill impairment tests were performed during the first quarter of 2024 reflecting the reporting units both immediately before and immediately after the realignment, neither of which resulted in impairment. The results of the interim impairment test reflecting the realignment indicated the fair value of each of the three reporting units, Consumer Bank, Commercial Bank, and Institutional Bank, exceeded their respective carrying values by more than 10%. We utilized a combination of market and income approaches to calculate the estimated fair values of our reporting units. We determined in that interim quantitative test that the estimated fair value of the Consumer Bank reporting unit was 18 % greater than its carrying amount, the estimated fair value of the Commercial Bank reporting unit was 25 % greater than its carrying amount, and the estimated fair value of the Institutional Bank reporting unit was 34 % greater than its carrying amount. The carrying amounts of the reporting units represent the average equity based on blended capital for goodwill impairment testing and management reporting purposes. Based on the results of the 2024 interim quantitative test, there was no goodwill impairment. This was the most recent quantitative goodwill test performed by Key. For our latest annual impairment test, we conducted a qualitative test as of October 1, 2025. This test involved reviewing updated internal forecasts, evaluating market data, assessing reasonableness of critical assumptions used in the last quantitative goodwill impairment test as of February 29, 2024 and considering recent transactions and events that could impact the goodwill at each reporting unit. Key concluded it was not more likely than not that goodwill was impaired as of October 1, 2025, our annual testing date. Additionally, we monitored events and circumstances during the period from October 1, 2025 through December 31, 2025, including an evaluation of macroeconomic and market factors, industry and banking sector events, Key specific performance indicators and updated management forecasts. Based on these considerations, we concluded that it was not more-likely-than-not that goodwill was impaired as of December 31, 2025. Changes in the carrying amount of goodwill by reporting segment are presented in the following table: Dollars in millions Consumer Bank Commercial Bank Total (a) BALANCE AT DECEMBER 31, 2023 $ 1,819 $ 933 $ 2,752 BALANCE AT DECEMBER 31, 2024 1,819 933 2,752 BALANCE AT DECEMBER 31, 2025 $ 1,819 $ 933 $ 2,752 (a) There were no accumulated impairment losses related to any of Key’s reporting units at December 31, 2025, December 31, 2024, and December 31, 2023. The following table shows the gross carrying amount and the accumulated amortization of intangible assets subject to amortization: 2025 2024 December 31, Dollars in millions Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible assets subject to amortization: Core deposit intangibles $ 356 $ 352 $ 356 $ 342 PCCR intangibles 16 16 16 16 Other intangible assets 154 150 154 141 Total $ 526 $ 518 $ 526 $ 499 150 Table of contents The following table presents estimated intangible asset amortization expense for the next five years. Estimated Dollars in millions 2026 2027 2028 2029 2030 Intangible asset amortization expense $ 7 $ 1 $ — $ — $ — 12. Variable Interest Entities A VIE is a partnership, limited liability company, trust, or other legal entity that meets any one of the following criteria: • The entity does not have sufficient equity to conduct its activities without additional subordinated financial support from another party. • The entity’s investors lack the power to direct the activities that most significantly impact the entity’s economic performance. • The entity’s equity at risk holders do not have the obligation to absorb losses or the right to receive residual returns. • The voting rights of some investors are not proportional to their economic interests in the entity, and substantially all of the entity’s activities involve, or are conducted on behalf of, investors with disproportionately few voting rights. In the normal course of business, we engage in a variety of activities that involve VIEs. We evaluate our interests in VIEs to determine whether Key is the primary beneficiary and should consolidate the entity. LIHTC investments. Through KCDC, we have made investments directly and indirectly in LIHTC operating partnerships formed by third parties. As a limited partner in these operating partnerships, we are allocated tax credits and deductions associated with the underlying properties. We have determined that we are not the primary beneficiary of these investments because the general partners have the power to direct the activities that most significantly influence the economic performance of their respective partnerships and have the obligation to absorb expected losses and the right to receive residual returns. As we are not the primary beneficiary of these investments, we do not consolidate them. Through KCIC, formed as a wholly-owned subsidiary of KeyBank National Association, we create funds that hold interests in LIHTC investments. KCIC is the managing member of the fund. We have determined that we are not the primary beneficiary of the fund because although we have the power to direct the activities that most significantly influence its economic performance, we do not have benefits that could potentially be deemed significant to the fund. Therefore, we do not consolidate the fund. Our maximum exposure to loss in connection with these partnerships consists of our unamortized investment balance plus any unfunded equity commitments and tax credits claimed but subject to recapture. We had $ 2.4 billion and $ 2.5 billion of investments in LIHTC operating partnerships at December 31, 2025, and December 31, 2024, respectively. These investments are recorded in “accrued income and other assets” on our Consolidated Balance Sheets. We do not have any loss reserves recorded related to these investments because we believe the likelihood of any loss is remote. For all legally binding unfunded equity commitments, we increase our recognized investment and recognize a liability. As of December 31, 2025, and December 31, 2024, we had liabilities of $ 1.1 billion and $ 1.4 billion, respectively, related to investments in qualified affordable housing projects, which are recorded in “accrued expense and other liabilities” on our Consolidated Balance Sheets. We continue to invest in these LIHTC operating partnerships. The assets and liabilities presented in the table below convey the size of KCDC’s direct and indirect investments at December 31, 2025, and December 31, 2024. As these investments represent unconsolidated VIEs, the assets and liabilities of the investments themselves are not recorded on our Consolidated Balance Sheets. 151 Table of contents Unconsolidated VIEs Dollars in millions Total Assets Total Liabilities Maximum Exposure to Loss December 31, 2025 LIHTC investments $ 11,212 $ 5,026 $ 2,913 December 31, 2024 LIHTC investments $ 9,901 $ 4,468 $ 2,996 We had $ 18 million and $ 29 million in NMTC investments at December 31, 2025 and December 31, 2024, respectively. These investments are recorded in “accrued income and other assets” on our Consolidated Balance Sheets . We amortize our LIHTC and NMTC investments over the period that we expect to receive the tax benefits. During the twelve months ended December 31, 2025, we recognized $ 268 million of amortization, $ 258 million of tax credits and $ 65 million of other tax benefits associated with these investments within “income taxes” on our income statement. During the twelve months ended December 31, 2024, we recognized $ 234 million of amortization, $ 223 million of tax credits and $ 56 million of other tax benefits associated with these investments within “income taxes” on our income statement. Principal investments. Through our principal investing entity, KCC, we have made investments in private equity funds engaged in venture- and growth-oriented investing. As a limited partner to these funds, KCC records these investments at fair value and receives distributions from the funds in accordance with the funds’ partnership agreements. We are not the primary beneficiary of these investments as we do not hold the power to direct the activities that most significantly affect the funds’ economic performance. Such power rests with the funds’ general partners. In addition, we neither have the obligation to absorb the funds’ expected losses nor the right to receive their residual returns. Our voting rights are also disproportionate to our economic interests, and substantially all of the funds’ activities are conducted on behalf of investors with disproportionately few voting rights. Because we are not the primary beneficiary of these investments, we do not consolidate them. Our maximum exposure to loss associated with indirect principal investments consists of the investments’ fair value plus any unfunded equity commitments. The fair value of our indirect principal investments totaled $ 9 million and $ 14 million at December 31, 2025, and December 31, 2024, respectively. These investments are recorded in “other investments” on our Consolidated Balance Sheets. Additional information on indirect principal investments is provided in Note 5 (“Fair Value Measurements”). The table below reflects the size of the private equity funds in which we were invested as well as our maximum exposure to loss in connection with these investments at December 31, 2025. Unconsolidated VIEs Dollars in millions Total Assets Total Liabilities Maximum Exposure to Loss December 31, 2025 Indirect investments $ 1,858 $ 3 $ 10 December 31, 2024 Indirect investments $ 2,352 $ 3 $ 15 Through our principal investing entities, we have formed and funded operating entities that provide management and other related services to our investment company funds, which directly invest in portfolio companies. In return for providing services to our direct investment funds, these entities’ receive a minority equity interest in the funds. This minority equity ownership is recorded at fair value on the entities’ financial statements. Additional information on our direct principal investments is provided in Note 5 (“Fair Value Measurements”). While other equity investors manage the daily operations of these entities, we retain the power, through voting rights, to direct the activities of the entities that most significantly impact their economic performance. In addition, we have the obligation to absorb losses and the right to receive residual returns that could potentially be significant to these entities. As a result, we have determined that we are the primary beneficiary of these funds and have consolidated them since formation. The entities had no liabilities at December 31, 2025, and December 31, 2024, and other equity investors have no recourse to our general credit. Other unconsolidated VIEs. We are involved with other various entities in the normal course of business which we have determined to be VIEs, and include investments in Small Business Investment Companies, Historic Tax Credit Investments, certain equity method investments, and other miscellaneous investments. We have determined that 152 Table of contents we are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact their economic performance or hold a variable interest that could potentially be significant. The table below shows our assets and liabilities associated with these unconsolidated VIEs at December 31, 2025, and December 31, 2024.These assets are recorded in “accrued income and other assets,” “other investments,” “securities available for sale,” “held-to-maturity securities,” and “loans, net of unearned income” on our Consolidated Balance Sheets. Our maximum exposure to loss is equal to the value of the assets recorded. Of the total balance as of December 31, 2025, $ 74 million related to the purchase of senior notes from a securitization collateralized by sold indirect auto loans. In addition, where we only have a lending arrangement in the normal course of business with unconsolidated VIEs we present the balances related to the lending arrangements in Note 4 (“Asset Quality”). Other unconsolidated VIEs Dollars in millions Total Assets Total Liabilities December 31, 2025 Other unconsolidated VIEs $ 508 $ — December 31, 2024 Other unconsolidated VIEs $ 733 $ 1 13. Income Taxes Income taxes included in the income statement are summarized below. We file a consolidated federal income tax return. Year ended December 31, Dollars in millions 2025 2024 2023 Currently payable: Federal $ 391 $ 211 $ 257 State 82 ( 3 ) 48 Total currently payable $ 473 $ 208 $ 305 Deferred: Federal $ ( 10 ) $ ( 307 ) $ ( 84 ) State 13 ( 44 ) ( 25 ) Total deferred 3 ( 351 ) ( 109 ) Total income tax (benefit) expense (a) $ 476 $ ( 143 ) $ 196 (a) There was income tax (benefit) expense on securities transactions of $( 1 ) million in 2025, $( 445 ) million in 2024, and $( 3 ) million in 2023. Income tax expense excludes equity- and gross receipts-based taxes, which are assessed in lieu of an income tax in certain states in which we operate. These non-income taxes, which are recorded in “noninterest expense” on the income statement, totaled $ 43 million in 2025, $ 32 million in 2024, and $ 34 million in 2023. Significant components of our deferred tax assets and liabilities included in “accrued income and other assets” on our Consolidated Balance Sheets, are as follows: December 31, Dollars in millions 2025 2024 Allowance for loan and lease losses $ 422 $ 411 Employee benefits 212 209 Net unrealized securities losses 566 1,045 Federal tax credits 226 303 Non-tax accruals 79 109 Operating lease liabilities 121 127 State net operating losses and credits 5 20 Partnership investments 91 79 Other 137 149 Gross deferred tax assets 1,859 2,452 Less: Valuation Allowance 5 15 Total deferred tax assets $ 1,854 $ 2,437 Leasing transactions $ 306 $ 378 State taxes 25 76 Operating lease right-of-use assets 112 114 Goodwill 195 178 Other 67 68 Total deferred tax liabilities 705 814 Net deferred tax assets (liabilities) (a) $ 1,149 $ 1,623 (a) From continuing operations. 153 Table of contents We conduct quarterly assessments of all available evidence to determine the amount of deferred tax assets that are more-likely-than-not to be realized, and therefore recorded. The available evidence used in connection with these assessments includes taxable income in prior periods, projected future taxable income, potential tax-planning strategies, and projected future reversals of deferred tax items. These assessments involve a degree of subjectivity and may undergo significant change. At December 31, 2025, we had net capital loss carryforwards of $ 4 million for which we have recorded $ 4 million of valuation allowances. The capital loss carryforwards, if not utilized, will expire beginning in 2027. Realization of this tax benefit is dependent upon Key's ability to generate sufficient capital gain in an appropriate tax year to offset the capital loss carryforward. Currently, generation of sufficient gain income is uncertain. At December 31, 2025, we had no federal net operating loss carryforwards and federal credit carryforwards of $ 226 million. The federal credit carryforward consists of general business credits generated of $ 226 million, which expire in 2045, under the Internal Revenue Code. We currently expect to fully utilize these credits. We had state net operating loss carryforwards of $ 80 million, resulting in a net state deferred tax asset of $ 3 million, for which we have recorded $ 1 million of valuation allowances, and state credit carryforwards of $ 2 million. If not utilized, the state net operating losses and state tax credits begin to expire in 2027 and 2029, respectively. We currently do not expect to utilize the state net operating losses for which we have recorded a valuation allowance. We currently expect to fully utilize these state credits. The following table shows how our total income tax expense (benefit) and the resulting effective tax rate were derived: Year ended December 31, Dollars in millions 2025 2024 2023 Amount Rate Amount Rate Amount Rate Income (loss) before income taxes times 21% statutory federal tax rate $ 484 21.0 % $ ( 64 ) 21.0 % $ 244 21.0 % State and local income taxes, net of federal income tax effect (a) 75 3.3 ( 33 ) 10.8 13 1.1 Tax credits Low-income housing/New markets ( 252 ) ( 10.9 ) ( 211 ) 69.1 ( 196 ) ( 16.9 ) Change in valuation allowances ( 2 ) ( .1 ) 3 ( 1.0 ) — — Nontaxable or nondeductible items Tax-exempt interest income ( 27 ) ( 1.2 ) ( 27 ) 8.8 ( 35 ) ( 3.0 ) Corporate-owned life insurance income ( 29 ) ( 1.3 ) ( 29 ) 9.5 ( 28 ) ( 2.4 ) Share-based compensation expense ( 2 ) ( .1 ) 5 ( 1.6 ) 1 .1 Federal deposit insurance 20 .9 25 ( 8.2 ) 22 1.9 Amortization of tax-advantaged investments 212 9.2 185 ( 60.5 ) 171 14.7 Other permanent differences ( 3 ) ( .1 ) 7 ( 2.4 ) ( 1 ) ( .1 ) Changes in reserves of tax positions — — ( 4 ) 1.3 5 .4 Total income tax expense (benefit) $ 476 20.7 % $ ( 143 ) 46.6 % $ 196 16.9 % (a) In 2025, New York, New York City, California, and Illinois comprised the majority of the state and local income taxes, net of federal income tax effect. In 2024, New York, New York City, California, Illinois, and Oregon comprised the majority of this category. In 2023, New York, New York City, California, and Illinois comprised the majority of this category. 154 Table of contents The following table shows income taxes paid, net of refunds. Amounts presented for individual jurisdictions represented 5% or more of total income taxes paid, net of refunds, for each respective year. Year ended December 31, Dollars in millions 2025 2024 2023 U.S. Federal $ 51 $ 30 $ 119 U.S. state and local California 5 — 11 Illinois — 4 — New Jersey — 6 — New York City 7 — 9 New York State — — ( 16 ) Other 8 28 33 Total $ 71 $ 68 $ 156 Liability for Unrecognized Tax Benefits The change in our liability for unrecognized tax benefits is as follows: Year ended December 31, Dollars in millions 2025 2024 2023 Balance at beginning of year $ 39 $ 45 $ 40 Increase for other tax positions of prior years — — 5 Decrease for payments and settlements — ( 3 ) — Decrease related to tax positions taken in prior years ( 36 ) ( 3 ) — Balance at end of year $ 3 $ 39 $ 45 Each quarter, we review the amount of unrecognized tax benefits recorded in accordance with the applicable accounting guidance. Any adjustment to unrecognized tax benefits is recorded in income tax expense. The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate was $ 3 million at December 31, 2025, $ 39 million at December 31, 2024 and $ 45 million at December 31, 2023. As permitted under the applicable accounting guidance, it is our policy to record interest and penalties related to unrecognized tax benefits in income tax expense. We recorded net interest benefit of $ 16 million, less than $ 1 million, and $ 4 million in 2025, 2024, and 2023, respectively. We did no t recover any state tax penalties in 2025, 2024, or 2023. At December 31, 2025, we had $ 1 million accrued interest payable, compared to $ 1 million at December 31, 2024 and $ 0.6 million at December 31, 2023. We file federal income tax returns, as well as returns in various state and foreign jurisdictions. We are subject to income tax examination by the IRS for the tax years 2020 and forward. Currently, we are under IRS audit for tax year 2020. We are not subject to income tax examinations by other tax authorities for years prior to 2016. There were no unrecognized tax benefits presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, at December 31, 2025, and December 31, 2024, respectively. One Big Beautiful Bill Act (“OBBBA”) On July 4, 2025, new U.S. tax legislation was signed into law, OBBBA, which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. Key does not expect any material change to our ongoing tax rate or any material impact on our results of operations. Pre-1988 Bank Reserves acquired in a business combination Retained earnings of KeyBank included approximately $ 92 million of allocated bad debt deductions for which no income taxes have been recorded. Under current federal law, these reserves are subject to recapture into taxable income if KeyBank, or any successor, fails to maintain its bank status under the Internal Revenue Code or makes non-dividend distributions or distributions greater than its accumulated earnings and profits. No deferred tax liability has been established as these events are not expected to occur in the foreseeable future. 155 Table of contents 14. Discontinued Operations Discontinued operations includes our government-guaranteed and private education lending business. At December 31, 2025, and December 31, 2024, approximately $ 205 million and $ 257 million, respectively, of education loans are included in discontinued assets on our Consolidated Balance Sheets. Net interest income after provision for credit losses for this business is not material and is included in income (loss) from discontinued operations, net of taxes on the consolidated statements of income. 15. Stock-Based Compensation We mainta in several stock-based compensation plans, which are described below. Total compensation expense for these plans w as $ 132 million for 2025, $ 104 million for 2024, and $ 121 million for 2023. The total income tax benefit recognized in the income statement for these plans was $ 32 million for 2025, $ 25 million for 2024, and $ 29 million for 2023. Our compensation plans allow us to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, or other awards which may be denominated or payable in or valued by reference to our Common Shares or other factors, discounted stock purchases, and deferred compensation to eligible employees and directors. In 2019, shareholders approved the 2019 Equity Compensation Plan, under which 71,600,000 shares may be issued as equity awards. In 2023, shareholders approved an Amended and Restated 2019 Equity Compensation Plan, under which the number of shares that may be issued as equity awards was increased by 40,000,000 to 111,600,000 . The Compensation and Organization Committee has authority to approve all stock option grants but may delegate some of its authority to grant awards from time to time. The committee has delegated to our Chief Executive Officer the authority to grant equity awards, including stock options, to any employee who is not designated an “officer” for purposes of Section 16 of the Exchange Act. No more than 3,000,000 Common Shares may be issued under this authority. At December 31, 2025, we had 13,856,968 Common Shares available for future grant under our compensation plans. In accordance with a resolution adopted by the Compensation and Organization Committee of KeyCorp’s Board of Directors, we may not grant options to purchase Common Shares, restricted stock or other shares under any long-term compensation plan in an aggregate amount that exceeds 6 % of our outstanding Common Shares in any rolling three-year period. Long-Term Incentive Compensation Program Our Long-Term Incentive Compensation Program (the “Program”) rewards senior executives and other employees critical to our long-term financial success. Awards are granted annually in a variety of forms: • deferred cash payments that generally vest and are payable at the rate of 25 % per year; • time-lapsed (service condition) restricted stock units payable in stock or cash, which generally vest at the rate of 25 % per year; • performance units payable in cash, which vest at the end of the three-year performance cycle and will not vest unless Key attains defined performance levels and the service condition is met; and • stock options that generally become exercisable at the rate of 25 % per year. During 2025, no performance units vested that were payable in stock and 36,078 performance units vested that were payable in cash. The total fair value of the performance units that vested in stock and cash during 2025 was zero and $ 1 million, respectively. During 2024, 30,323 performance units vested that were payable in stock and 1,556,149 performance units vested that were payable in cash. The total fair value of the performance units that vested in stock and cash during 2024 totaled $ 1 million and $ 22 million, respectively. The following table summarizes activity and pricing information for the nonvested shares in the Program for the year ended December 31, 2025. 156 Table of contents Vesting Contingent on Service Conditions Vesting Contingent on Performance and Service Conditions - Payable in Stock Vesting Contingent on Performance and Service Conditions - Payable in Cash Number of Nonvested Shares Weighted- Average Grant-Date Fair Value Number of Nonvested Shares Weighted- Average Grant-Date Fair Value Number of Nonvested Shares Weighted- Average Grant-Date Fair Value Outstanding at December 31, 2024 14,995,501 $ 17.66 1,440,087 $ 15.42 5,420,941 $ 19.70 Granted 7,306,761 17.72 68,991 15.42 1,575,553 20.82 Vested ( 5,552,419 ) 18.82 — — ( 36,078 ) 19.02 Forfeited (a) ( 461,624 ) 17.53 — — ( 3,682,521 ) 18.52 Outstanding at December 31, 2025 16,288,219 $ 17.27 1,509,078 $ 15.42 3,277,895 $ 20.99 (a) Includes awards that did not vest The compensation cost of time-lapsed and performance-based restricted stock or unit awards granted under the Program is calculated using the closing trading price of our Common Shares on the grant date (or the prior business day if the grant date is not a business day). Unlike time-lapsed and performance-based restricted stock or units, we do not pay dividends during the vesting period for performance shares or units that may become payable in excess of targeted performance. The weighted-average grant-date fair value of awards granted under the Program was $ 18.25 during 2025, $ 13.06 during 2024, and $ 17.81 during 2023. As of December 31, 2025, unrecognized compensation cost related to nonvested shares under the Program totaled $ 113 million. We expect to recognize this cost over a weighted-average period of 2.2 years. The total fair value of shares vested was $ 105 million in 2025, $ 130 million in 2024, and $ 133 million in 2023. Stock Options Stock options granted to employees generally become exercisable at the rate of 25 % per year. No option granted by KeyCorp will be exercisable less than one year after, or expire later than ten years from, the grant date. The exercise price is 100 - 110 % of the closing price of our Common Shares on the grant date (or the prior busi ness day if the grant date is not a business day). We determine the fair value of options granted using the Black-Scholes option-pricing model. This model was originally developed to determine the fair value of exchange-traded equity options, which (unlike employee stock options) have no vesting period or transferability restrictions. Because of these differences, the Black-Scholes model does not precisely value an employee stock option, but it is commonly used for this purpose. The model assumes that the estimated fair value of an option is amortized as compensation expense over the option’s vesting period. The Black-Scholes model requires several assumptions, which we developed and update based on historical trends and current market observations. Our determination of the fair value of options is only as accurate as the underlying assumptions. The assumptions pertaining to options issued during 2025, 2024, and 2023 are shown in the following table. Year ended December 31, 2025 2024 2023 Average option life 7.0 years 7.0 years 6.7 years Future dividend yield 4.55 % 5.75 % 4.28 % Historical share price volatility .410 .422 .347 Weighted-average risk-free interest rate 4.5 % 4.2 % 3.9 % 157 Table of contents The following table summarizes activity, pricing and other information for our stock options for the year ended December 31, 2025: Number of Options Weighted-Average Exercise Price Per Option Weighted-Average Remaining Life (in years) Aggregate Intrinsic Value (a) Outstanding at December 31, 2024 4,378,773 $ 18.73 4.6 $ 5 Granted 427,986 19.49 Exercised ( 655,461 ) 12.99 Lapsed or canceled ( 281,661 ) 19.75 Outstanding at December 31, 2025 3,869,637 $ 19.71 5.1 $ 7 Expected to vest 1,157,330 19.14 7.9 3 Exercisable at December 31, 2025 2,672,495 $ 19.98 3.8 $ 4 (a) The intrinsic value of a stock option is the amount by which the fair value of the underlying stock exceeds the exercise price of the option. The weighted-average grant-date fair value of options was $ 4.93 for options granted during 2025, $ 3.43 for options granted during 2024, and $ 4.23 for options granted during 2023. Stock option exercises numbered 655,461 in 2025, 819,268 in 2024, and 134,484 in 2023. The aggregate intrinsic value of exercised options was $ 4 million for 2025, $ 3 million for 2024, and $ 1 million for 2023. As of December 31, 2025, unrecognized compensation cost related to nonvested options under the plans totaled $ 1 million. We expect to recognize this cost over a weighted-average period of 2.3 years. Cash received from options exercised was $ 8 million, $ 10 million, and $ 1 million in 2025, 2024, and 2023, respectively. The actual tax benefit realized for the tax deductions from options exercised was less than $ 1 million in 2025 and less than $ 1 million in 2024. Deferred Compensation and Other Restricted Stock Awards Our deferred compensation arrangements include voluntary and mandatory deferral programs for Common Shares awarded to certain employees and directors. Mandatory deferred incentive awards vest at the rate of 25 % per year beginning one year after the deferral date. Deferrals under the voluntary programs are immediately vested. We also may grant, upon approval by the Compensation and Organization Committee (or our Chief Executive Officer with respect to their delegated authority), other time-lapsed restricted stock or unit awards under various programs to recognize outstanding performance. The following table summarizes activity and pricing information for the nonvested shares granted under our deferred compensation plans and these other restricted stock or unit award programs for the year ended December 31, 2025. Number of Nonvested Shares Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2024 2,296,263 $ 16.28 Granted 575,556 16.61 Vested ( 854,963 ) 18.29 Forfeited ( 40,228 ) 14.05 Outstanding at December 31, 2025 1,976,628 $ 15.50 The weighted-average grant-date fair value of awards granted was $ 16.61 during 2025, $ 15.69 during 2024, and $ 12.93 during 2023. As of December 31, 2025, unrecognized compensation cost related to nonvested shares granted under our deferred compensation plans and the other restricted stock or unit award programs totaled $ 9 million. We expect to recognize this cost over a weighted-average period of 2.5 years. The total fair value of shares vested was $ 16 million in 2025, $ 18 million in 2024, and $ 20 million in 2023. 158 Table of contents Discounted Stock Purchase Plan Our Discounted Stock Purchase Plan provides employees the opportunity to purchase our Common Shares at a 10 % discount through payroll deductions. Purchases are limited to $ 10,000 in any month and $ 50,000 in any calendar year, and are immediately vested. To accommodate employee purchases, we issue treasury shares on or around the fifteenth day of the month following the month employee payments are received. We issued 430,033 Common Shares at a weighted-average cost to employees of $ 15.61 during 2025, 459,778 Common Shares at a weighted-average cost to employees of $ 13.96 during 2024, and 720,280 Common Shares at a weighted-average cost to employees of $ 10.62 during 2023. Information pertaining to our method of accounting for stock-based compensation is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Stock-Based Compensation.” 16. Employee Benefits Pension Plans and Other Postretirement Benefit Plans Key maintains a qualified cash balance pension plan and other nonqualified defined benefit plans. These plans are frozen and closed to new employees. We continue to credit participants’ existing account balances for interest until they receive their plan benefits. Plans provide benefits based upon length of service and compensation levels. We also sponsor a retiree healthcare plan in which all employees age 55 with five years of service (or employees age 50 with 15 years of service who are terminated under conditions that entitle them to a severance benefit) are eligible to participate. Participant contributions are adjusted annually. Key may provide a subsidy toward the cost of coverage for certain employees hired before 2001 with a minimum of 15 years of service at the time of termination. We use a separate VEBA trust to fund the retiree healthcare plan. Key utilizes its fiscal year-end as the measurement date for its pension and other postretirement employee benefit plans. Actuarial gains and losses are deferred and amortized over the future service periods of active employees. We determine the expected return on plan assets using a calculated market-related value of plan assets. Gain or loss amounts in AOCI are only amortized to the extent that they exceed 10% of the greater of the market-related value or the projected benefit obligation. During 2025 and 2024, Key did not recognize a settlement loss. In 2023, we recognized a settlement loss for lump sum payments made under certain pension plans. In accordance with the applicable accounting guidance for defined benefit plans, we performed a remeasurement of the affected plans in conjunction with the settlement and recognized the settlement loss reflected in the following table. Net pension cost is recorded within “other expense.” The components of net pension cost and the amount recognized in OCI for all funded and unfunded pension plans and postretirement benefit plan are as follows: Year ended December 31, Dollars in millions Pension Plans Postretirement Benefit Plan 2025 2024 2023 2025 2024 2023 Interest cost on PBO $ 43 $ 41 $ 45 $ 2 $ 2 $ 2 Expected return on plan assets ( 44 ) ( 39 ) ( 42 ) ( 2 ) ( 2 ) ( 2 ) Amortization of losses (gains) 8 9 9 ( 1 ) ( 1 ) ( 1 ) Amortization of prior service credit — — — ( 1 ) ( 1 ) ( 1 ) Settlement loss — — 18 — — — Net pension cost $ 7 $ 11 $ 30 $ ( 2 ) $ ( 2 ) $ ( 2 ) Other changes in plan assets and benefit obligations recognized in OCI: Net (gain) loss $ 6 $ 26 $ 26 $ 1 $ 1 $ 1 Amortization of (gains) ( 8 ) 6 ( 27 ) — — — Amortization of prior service credit — — — 1 1 1 Total recognized in comprehensive income $ ( 2 ) $ 32 $ ( 1 ) $ 2 $ 2 $ 2 Total recognized in net pension cost and comprehensive income $ 5 $ 43 $ 29 $ — $ — $ — The information related to our pension plans and postretirement benefit plan presented in the following tables is based on current actuarial reports using measurement dates of December 31, 2025, and December 31, 2024. 159 Table of contents The following table summarizes changes in the PBO and changes in the FVA related to our pension plans and post retirement benefit plan. Actuarial losses in 2025 associated with the postretirement benefit plan are a result of asset performance. Actuarial gains in 2024 associated with the pension plans were primarily driven by an increase in discount rates. Year ended December 31, Dollars in millions Pension Plans Postretirement Benefit Plan 2025 2024 2025 2024 PBO at beginning of year $ 846 $ 923 $ 41 $ 40 Interest cost 43 41 2 2 Actuarial losses (gains) 14 ( 34 ) 7 6 Plan participants’ contributions — — 2 1 Benefit payments ( 81 ) ( 84 ) ( 8 ) ( 8 ) PBO at end of year $ 822 $ 846 $ 44 $ 41 FVA at beginning of year $ 805 $ 827 $ 41 $ 40 Actual return on plan assets 53 $ 49 9 $ 8 Employer contributions 13 $ 13 — $ — Plan participants’ contributions — $ — 2 $ 1 Benefit payments ( 81 ) $ ( 84 ) ( 8 ) $ ( 8 ) FVA at end of year $ 790 $ 805 $ 44 $ 41 The following table summarizes the funded status of the pension plans, which equals the amounts recognized in the balance sheets at December 31, 2025, and December 31, 2024, as well as the amount of pre-tax AOCI not yet recognized as net pension cost for the pension plans and postretirement benefit plan. The postretirement benefit plan’s PBO equaled its FVA at both December 31, 2025, and December 31, 2024. Ther efore, no asset or liability was recognized on our Consolidated Balance Sheets with respect to that plan. December 31, Dollars in millions Pension Plans Postretirement Benefit Plan 2025 2024 2025 2024 Funded status (a) $ ( 32 ) $ ( 40 ) Net prepaid pension cost recognized consists of: Noncurrent assets $ 85 $ 80 Current liabilities ( 13 ) ( 13 ) Noncurrent liabilities ( 104 ) ( 107 ) Net prepaid pension cost recognized (b) $ ( 32 ) $ ( 40 ) Net unrecognized losses (gains) $ 329 $ 415 $ ( 8 ) $ ( 8 ) Net unrecognized prior service credit — — ( 8 ) ( 9 ) Total unrecognized AOCI $ 329 $ 415 $ ( 16 ) $ ( 17 ) (a) The shortage of the FVA under the PBO. (b) Represents the accrued benefit liability of the pension plans. At December 31, 2025, our primary qualified cash balance pension plan was sufficiently funded under the requirements of ERISA. Consequently, we are not required to make a minimum contribution to that plan in 2026. We also do not expect to make any significant discretionary contributions during 2026. There are no regulations that require contributions to the VEBA trust that funds our retiree healthcare plan, so there is no minimum funding requirement. We are permitted to make discretionary contributions to the VEBA trust, subject to certain IRS restrictions and limitations. We anticipate that our discretionary contributions in 2026, if any, will be minimal. At December 31, 2025, we expect to pay the benefits from all funded and unfunded pension plans and postretirement benefit plan as follows: Dollars in millions Pension Plans Postretirement Benefit Plan 2026 $ 78 $ 4 2027 77 4 2028 76 4 2029 74 4 2030 72 4 2030-2034 324 16 The ABO for all of our pension plans was $ 822 million a t December 31, 2025, and $ 845 million at December 31, 2024. As indicated in the table below, collectively our pension plans had an ABO in excess of plan assets as follows: 160 Table of contents December 31, 2025 2024 Dollars in millions Cash Balance Pension Plan Other Defined Benefit Plans Cash Balance Pension Plan Other Defined Benefit Plans PBO $ 705 $ 117 $ 725 $ 121 ABO 705 117 725 121 Fair value of plan assets 790 — 805 — To determine the actuarial present value of benefit obligations, we assumed the following weighted-average rates. December 31, 2025 2024 Pension Plans: Discount rate 5.05 % 5.33 % Weighted-average interest crediting rate 4.84 % 4.74 % Postretirement Benefit Plan: Discount rate 4.50 % 4.50 % To determine net pension cost, we assumed the following weighted-average rates. Year ended December 31, 2025 2024 2023 Pension Plans: Discount rate 5.33 % 4.68 % 4.85 % Expected return on plan assets 5.25 % 4.50 % 4.50 % Postretirement Benefit Plan: Discount rate 4.50 % 4.50 % 4.50 % Expected return on plan assets 4.50 % 4.50 % 4.50 % We estimate that we will recogniz e $ 9 million in net pension cost for 2026 related to our pension plans. We estimate that a 25 basis point increase or decrease in the expected return on plan assets would change our net pension cost for 2026 by approximately $ 2 million. Pension cost also is affected by an assumed discount rate. We estimate that a 25 basis point change in the assumed discount rate would change net pension cost for 2026 by approximately $ 1 million. We expect to recognize a $ 2 million credit in net postretirement benefit cost for 2026 related to our postretirement benefit plan. The realized net investment income for the postretirement healthcare plan VEBA trust is subject to federal income taxes, which are reflected in the weighted-average expected return on plan assets shown above. Assumed healthcare cost trend rates do not have a material impact on net postretirement benefit cost or obligations since the postretirement plan has cost-sharing provisions and benefit limitations Pension Plan Assets The expected return on plan assets for our qualified cash balance pension plan is determined by considering a number of factors, the most significant of which are: • Our expectations for returns on plan assets over the long term, weighted for the investment mix of the assets. These expectations consider, among other factors, historical capital market returns of equity, fixed income, convertible, and other securities, and forecasted returns that are modeled under various economic scenarios. • Historical returns on our plan assets. Based on an annual reassessment of current and expected future capital market returns, our expected return on plan assets for estimating the year-end pension benefit obligation of our qualified cash balance pension plan was 5.25 % for 2025, 5.25 % for 2024 and 4.5 % for 2023. We deemed a rate of 5.25 % to be appropriate in estimating 2025 pension cost. The investment objectives of the pension fund are developed to reflect the characteristics of the plan, such as pension formulas, cash lump sum distribution features, and the liability profiles of the plan’s participants. An executive oversight committee reviews the plan’s investment performance at least quarterly, and compares performance against appropriate market indices. The pension fund’s investment objectives are to balance total return objectives with a continued management of plan liabilities, and to minimize the mismatch between assets and liabilities. The following table shows the asset target allocations prescribed by the pension fund’s investment policies based on the plan’s funded status at December 31, 2025. Asset Class 2025 Global equity 16 % Fixed income 84 Total 100 % 161 Table of contents Investments consist of mutual funds, collective investment funds and insurance investments that invest in underlying assets in accordance with the target asset allocations shown above. Although the pension funds’ investment policies conditionally permit the use of derivative contracts, we have not entered into any such contracts, and we do not expect to employ such contracts in the future. The valuation methodologies used to measure the fair value of pension plan assets vary depending on the type of asset, as described below. For an explanation of the fair value hierarchy, see Note 1 (“Summary of Significant Accounting Policies”) under the heading “Fair Value Measurements.” Mutual funds. Exchange-traded mutual funds listed or traded on securities exchanges are valued at the closing price on the exchange or system where the security is principally traded. These securities are classified as Level 1 because quoted prices for identical securities in active markets are available. Non exchange-traded mutual funds are classified as Level 2. Collective investment funds. Investments in collective investment funds are valued using the net asset value practical expedient and are not classified within the fair value hierarchy. Fair value is determined based on Key’s proportionate share of total net assets in the fund. Insurance investment contracts and pooled separate accounts. Deposits under insurance investment contracts and pooled separate accounts with insurance companies do not have readily determinable fair values and are valued using a methodology that is consistent with accounting guidance that allows the plan to estimate fair value based upon net asset value per share (or its equivalent, such as member units or an ownership in partners’ capital to which a proportionate share of net assets is attributed); thus, these investments are not classified within the fair value hierarchy. The following tables show the fair values of our pension plan assets by asset class at December 31, 2025, and December 31, 2024. December 31, 2025 Dollars in millions Level 1 Level 2 Level 3 Total ASSET CLASS Mutual funds: Fixed income — U.S. $ — $ 321 $ — $ 321 Collective investment funds (measured at NAV) (a) — — — 446 Insurance investment contracts and pooled separate accounts (measured at NAV) (a) — — — 23 Total net assets at fair value $ — $ 321 $ — $ 790 (a) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the fair value of plan assets presented elsewhere within this footnote. December 31, 2024 Dollars in millions Level 1 Level 2 Level 3 Total ASSET CLASS Mutual funds: Fixed income — U.S. $ — $ 324 $ — $ 324 Collective investment funds (measured at NAV) (a) — — — 459 Insurance investment contracts and pooled separate accounts (measured at NAV) (a) — — — 22 Total net assets at fair value $ — $ 324 $ — $ 805 (a) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the fair value of plan assets presented elsewhere within this footnote. Postretirement Benefit Plan Assets We estimate the expected returns o n plan assets for the VEBA trust much the same way we estimate returns on our pension funds. The primary investment objectives of the VEBA trust are to obtain a market rate of return, take into consideration the safety and/or risk of the investment, and to diversify the portfolio in order to satisfy the trust’s anticipated liquidity requirements. The following table shows the asset target allocations prescribed by the trust’s investment policy. 162 Table of contents Target Allocation Asset Class 2025 U.S. equity securities 64 % International equity securities 16 Fixed income securities 20 Total 100 % Investments consist of mutual funds and other assets that invest in underlying assets in accordance with the target asset allocations shown above. Exchange-traded mutual funds are valued using quoted prices and, therefore, are classified as Level 1. Investments in other assets are valued using the Net Asset Value practical expedient and are not classified within the fair value hierarchy. These investments do not have readily determinable fair values and are valued using a methodology consistent with accounting guidance that allows the plan to estimate fair value based upon net asset value per share (or its equivalent, such as member units or an ownership in partners’ capital to which a proportionate share of net assets is attributed). The following tables show the fair values of our postretirement plan assets by asset class at December 31, 2025, and December 31, 2024. December 31, 2025 Dollars in millions Level 1 Level 2 Level 3 Total ASSET CLASS Mutual funds: Equity — U.S. $ 30 $ — $ — $ 30 Equity — International 5 — — 5 Fixed income — U.S. 8 — — 8 Other assets (measured at NAV) (a) — — — 1 Total net assets at fair value $ 43 $ — $ — $ 44 (a) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the fair value of plan assets presented elsewhere within this footnote. December 31, 2024 Dollars in millions Level 1 Level 2 Level 3 Total ASSET CLASS Mutual funds: Equity — U.S. $ 26 $ — $ — $ 26 Equity — International 6 — — 6 Fixed income — U.S. 8 — — 8 Other assets (measured at NAV) — — — 1 Total net assets at fair value $ 40 $ — $ — $ 41 (a) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the fair value of plan assets presented elsewhere within this footnote. Employee 401(k) Savings Plan A substantial number of our employees are covere d under a savings plan that is qualified under Section 401(k) of the Internal Revenue Code. The plan permits employees to contribute from 1 % to 100 % of eligible compensation, with up to 7 % being eligible for matching contributions in 2024 and 2025. The plan also permits us to provide a discretionary annual profit sharing contribution to eligible employees who have at least one year of service. We did not accrue profit sharing contributions for 2025, 2024 or 2023. We also maintain a deferred savings plan that provides certain employees with benefits they otherwise would not have been eligible to receive under the qualified plan once their compensation for the plan year reached the IRS contribution limits. Total expense associated with the above plans was $ 132 million in 2025, $ 145 million in 2024, and $ 99 million in 2023. 17. Borrowings The following table presents a summary of our short-term borrowings: December 31, Dollars in millions 2025 2024 Federal funds purchased $ — $ — Securities sold under repurchase agreements 13 14 Other short-term borrowings 1,071 2,130 163 Table of contents As described below KeyCorp and KeyBank have a number of programs and facilities that support our short-term financing needs. Certain subsidiaries maintain credit facilities with third parties, which provide alternative sources of funding. KeyCorp is the guarantor of some of the third-party facilities. Short-term credit facilities We maintain cash on deposit in our Federal Reserve account, which can reduce our need to obtain funds through various short-term unsecured money market products. This account, which was maintained at $ 9.3 billion at December 31, 2025 , and the unpledged securities in our investment portfolio provide a buffer to address unexpected short-term liquidity needs. We also have secured borrowing facilities at the FHLB and the Federal Reserve Bank of Cleveland to satisfy short-term liquidity requirements. As of December 31, 2025, our unused secured borrowing capacity was $ 39.5 billion at the Federal R eserve Bank of Cleveland an d $ 18.9 billion a t the FHLB. Long-term borrowings The following table presents the contractual rates and maturity dates of our long-term debt as of December 31, 2025 and the carrying values as of December 31, 2025 and December 31, 2024. We use interest rate swaps and caps, which modify the repricing characteristics of certain long-term debt, to manage interest rate risk. For more information about such financial instruments, see Note 7 (“Derivatives and Hedging Activities”). December 31, Stated Rate Maturity Carrying Value Dollars in millions 2025 2025 2025 2024 Parent Company Senior notes 2.25 % - 6.40 % 2027 - 2035 $ 4,659 $ 4,251 Junior subordinated debentures 4.99 % - 7.75 % 2028 - 2037 447 444 Other variable rate notes — 599 Total parent company $ 5,106 $ 5,294 Subsidiaries Senior notes 3.97 % - 5.85 % 2027 - 2039 $ 2,229 $ 4,540 Subordinated notes 3.40 % - 6.95 % 2026 - 2032 1,932 1,869 Federal Home Loan Bank advances 1.39 % - 7.36 % 2026 - 2042 560 79 Other long-term debt (a) 90 112 Revolving loans — 211 Total subsidiaries $ 4,811 $ 6,811 Total long-term debt $ 9,917 $ 12,105 (a) Includes debt associated with secured borrowings, investment fund financing, and capital lease obligations. Junior Subordinated Debentures We own the outstanding common stock of business trusts formed by us that issued corporation-obligated mandatorily redeemable trust preferred securities. The trusts used the proceeds from the issuance of their trust preferred securities and common stock to buy debentures issued by KeyCorp. These debentures are the trusts’ only assets; the interest payments from the debentures finance the distributions paid on the mandatorily redeemable trust preferred securities. KeyCorp does not consolidate these trusts, The outstanding common stock of these business trusts is recorded in “Other Investments” on our Consolidated Balance Sheets. We unconditionally guarantee the following payments or distributions on behalf of the trusts: • required distributions on the trust preferred securities; • the redemption price when a capital security is redeemed; and • the amounts due if a trust is liquidated or terminated The Regulatory Capital Rules require us to treat our mandatorily redeemable trust preferred securities as Tier 2 capital. The trust preferred securities must be redeemed when the related debentures mature, or earlier if provided in the governing structure. Each issue of trust preferred securities carries an interest rate identical to that of the related debenture. 164 Table of contents At December 31, 2025, scheduled principal payments on long-term debt were as follows: Dollars in millions Parent Subsidiaries Total 2026 $ — $ 1,111 $ 1,111 2027 771 1,275 2,046 2028 903 307 1,210 2029 881 345 1,226 2030 — 15 15 All subsequent years 2,551 1,758 4,309 18. Time Deposits The table below shows the total amount of time deposits at December 31, 2025, by future contractual maturity range: Dollars in millions Time Deposits 2026 $ 12,229 2027 410 2028 18 2029 8 2030 5 All subsequent years 10 Total time deposits $ 12,680 19. Commitments, Contingent Liabilities, and Guarantees Commitments to Extend Credit or Funding Loan commitments provide for financing on predetermined terms as long as the client continues to meet specified criteria. These agreements generally carry variable rates of interest and have fixed expiration dates or termination clauses. We typically charge a fee for our loan commitments. Since a commitment may expire without resulting in a loan, our aggregate outstanding commitments may significantly exceed our eventual cash outlay. Loan commitments involve credit risk not reflected on our Consolidated Balance Sheets. We mitigate exposure to credit risk with internal controls that guide how we review and approve applications for credit, establish credit limits and, when necessary, demand collateral. In particular, we evaluate the creditworthiness of each prospective borrower on a case-by-case basis and, when appropriate, adjust the allowance for credit losses on lending-related commitments. Additional information pertaining to this allowance is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Liability for Credit Losses on Lending-Related Commitments,” and in Note 4 (“Asset Quality”). We also provide financial support to private equity investments, including existing direct portfolio companies and indirect private equity funds, to satisfy unfunded commitments. These unfunded commitments are not recorded on our Consolidated Balance Sheets. Additional information on principal investing commitments is provided in Note 5 (“Fair Value Measurements”). Other unfunded equity investment commitments at December 31, 2025, and December 31, 2024, related to tax credit investments and were primarily attributable to LIHTC investments. Unfunded tax credit investment commitments are recorded on our Consolidated Balance Sheets in “other liabilities.” Additional information on LIHTC commitments is provided in Note 12 (“Variable Interest Entities”). The following table shows the remaining contractual amount of each class of commitment related to extending credit or funding principal investments. For loan commitments and commercial letters of credit, this amount represents our maximum possible accounting loss on the unused commitment if the borrower were to draw upon the full amount of the commitment and subsequently default on payment for the total amount of the then outstanding loan. 165 Table of contents December 31, Dollars in millions 2025 2024 Loan commitments: Commercial and other $ 59,731 $ 57,010 Commercial real estate and construction 3,561 2,855 Home equity 7,793 8,360 Credit cards 6,027 6,784 Total loan commitments 77,112 75,009 Commercial letters of credit 49 63 Purchase card commitments 993 1,048 Principal investing commitments 1 1 Tax credit investment commitments 1,132 1,362 Total loan and other commitments $ 79,287 $ 77,483 Legal Proceedings Litigation. From time to time, in the ordinary course of business, we and our subsidiaries are subject to various litigation, investigations, and administrative proceedings. Private, civil litigation may range from individual actions involving a single plaintiff to putative or actual class action lawsuits with potentially thousands of class members, as well as arbitrations and mass arbitrations. Investigations may involve both formal and informal proceedings, by both government agencies and self-regulatory bodies. These matters may involve claims for substantial monetary or non-monetary relief. At times, these matters may present novel claims or legal theories. Due to the complex nature of these various other matters, it may be years before some matters are resolved. While it is impossible to ascertain the ultimate resolution or range of financial liability, based on information presently known to us, we do not believe there is any matter to which we are a party, or involving any of our properties, that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on our financial condition. We continually monitor and reassess the potential materiality of these litigation matters. We note, however, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution will not exceed established accruals. As a result, the outcome of a particular matter, or a combination of matters, may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period. On at least a quarterly basis, we assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we have not accrued a liability for said loss, consistent with applicable accounting guidance. Based on information currently available to us and advice of counsel, we believe that our established accruals are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on our consolidated financial condition. Guarantees We are a guarantor in various agreements with third parties. The following table shows the types of guarantees that we had outstanding at December 31, 2025. Information pertaining to the basis for determining the liabilities recorded in connection with these guarantees is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Contingencies and Guarantees.” December 31, 2025 Maximum Potential Undiscounted Future Payments Liability Recorded Dollars in millions Financial guarantees: Standby letters of credit $ 6,453 $ 69 Recourse agreement with FNMA 8,187 57 Residential mortgage reserve 3,418 8 Written options (a) 3,524 27 Total $ 21,582 $ 161 (a) The maximum potential undiscounted future payments represent notional amounts of derivatives qualifying as guarantees. We determine the payment/performance risk associated with each type of guarantee described below based on the probability that we could be required to make the maximum potential undiscounted future payments shown in the preceding table. We use a scale of low ( 0 % to 30 % probability of payment), moderate (greater than 30 % to 70 % probability of payment), or high (greater than 70 % probability of payment) to assess the payment/performance risk, 166 Table of contents and have determined that the payment/performance risk associated with each type of guarantee outstanding at December 31, 2025, is low. Standby letters of credit. KeyBank issues standby letters of credit to address clients’ financing needs. These instruments obligate us to pay a specified third party when a client fails to repay an outstanding loan or debt instrument or fails to perform some contractual nonfinancial obligation. Any amounts drawn under standby letters of credit are treated as loans to the client; they bear interest (generally at variable rates) and pose the same credit risk to us as a loan. At December 31, 2025, our standby letters of credit had a remaining weighted-average life of 2.0 years, with remaining actual lives ranging from less than 1 year to 8.9 years. Recourse agreement with FNMA. At December 31, 2025, the outstanding commercial mortgage loans in this program had a weighted-average remaining term of 5.9 years, and the unpaid principal balance outstanding of loans sold by us as a participant was $ 25.1 billion. The maximum potential amount of undiscounted future payments that we could be required to make under this program, as shown in the preceding table, is equal to approximately 33 % of the principal balance of loans outstanding at December 31, 2025. FNMA delegates responsibility for originating, underwriting, and servicing mortgages, and we assume a limited portion of the risk of loss during the remaining term on each commercial mortgage loan that we sell to FNMA. We maintain a reserve for such potential losses of $ 57 million that we believe approximates the fair value of our liability for the guarantee as described in Note 4 (“Asset Quality”). Residential Mortgage Banking. We often originate and sell residential mortgage loans and retain the servicing rights. Our loan sales activity is generally conducted through loan sales in a secondary market sponsored by FNMA and FHLMC and through the issuance of GNMA mortgage backed securities. Subsequent to the sale of mortgage loans, we do not typically retain any interest in the underlying loans except through our relationship as the servicer of the loans. As is customary in the mortgage banking industry, we, or banks we have acquired, have made certain representations and warranties related to the sale of residential mortgage loans (including loans sold with servicing rights released) and to the performance of our obligations as servicer. The breach of any such representations or warranties could result in losses for us. Our maximum exposure to loss is equal to the outstanding principal balance of the sold loans; however, any loss would be reduced by any payments received on the loans or through the sale of collateral. At December 31, 2025, the unpaid principal balance outstanding of loans sold by us was $ 11.4 billion. The maximum potential amount of undiscounted future payments that we could be required to make under this program, as shown in the preceding table, is equal to approximately 30 % of the principal balance of loans outstanding at December 31, 2025. Our liability for estimated repurchase obligations on loans sold, which is included in “accrued expenses and other liabilities” on our Consolidated Balance Sheets, was $ 8 million at December 31, 2025. Written options. In the ordinary course of business, we “write” put options for clients that wish to mitigate their exposure to changes in interest rates and commodity prices. At December 31, 2025, our written put options had an average life of 1.7 years. These instruments are considered to be guarantees, as we are required to make payments to the counterparty (the client) based on changes in an underlying variable that is related to an asset, a liability, or an equity security that the client holds. We are obligated to pay the client if the applicable benchmark interest rate or commodity price is above or below a specified level (known as the “strike rate”). These written put options are accounted for as derivatives at fair value, as further discussed in Note 7 (“Derivatives and Hedging Activities”). We mitigate our potential future payment obligations by entering into offsetting positions with third parties. Written put options where the counterparty is a broker-dealer or bank are accounted for as derivatives at fair value but are not considered guarantees since these counterparties typically do not hold the underlying instruments. In addition, we are a purchaser and seller of credit derivatives, which are further discussed in Note 7. Other Off-Balance Sheet Risk Other off-balance sheet risk stems from financial instruments that do not meet the definition of a guarantee as specified in the applicable accounting guidance, and from other relationships. 167 Table of contents Indemnifications provided in the ordinary course of business. We provide certain indemnifications, primarily through representations and warranties in contracts that we execute in the ordinary course of business in connection with loan and lease sales and other ongoing activities, as well as in connection with purchases and sales of businesses. We maintain reserves, when appropriate, with respect to liability that reasonably could arise as a result of these indemnities. Intercompany guarantees. KeyCorp, KeyBank, and certain of our affiliates are parties to various guarantees that facilitate the ongoing business activities of other affiliates. These business activities encompass issuing debt, assuming certain lease and insurance obligations, purchasing or issuing investments and securities, and engaging in certain leasing transactions involving clients. 20. Accumulated Other Comprehensive Income The following table summarizes our changes in AOCI: Dollars in millions Unrealized gains (losses) on securities available for sale Unrealized gains (losses) on derivative financial instruments Net pension and postretirement benefit costs Total Balance at December 31, 2022 $ ( 4,895 ) $ ( 1,124 ) $ ( 276 ) $ ( 6,295 ) Other comprehensive income before reclassification, net of income taxes 702 ( 364 ) ( 18 ) 320 Amounts reclassified from accumulated other comprehensive income, net of income taxes (a) 3 725 18 746 Net current-period other comprehensive income, net of income taxes 705 361 — 1,066 Balance at December 31, 2023 $ ( 4,190 ) $ ( 763 ) $ ( 276 ) $ ( 5,229 ) Other comprehensive income before reclassification, net of income taxes 38 ( 230 ) ( 30 ) ( 222 ) Amounts reclassified from accumulated other comprehensive income, net of income taxes (a) 1,418 559 4 1,981 Net current-period other comprehensive income, net of income taxes 1,456 329 ( 26 ) 1,759 Balance at December 31, 2024 $ ( 2,734 ) $ ( 434 ) $ ( 302 ) $ ( 3,470 ) Other comprehensive income before reclassification, net of income taxes 1,018 154 61 1,233 Amounts reclassified from accumulated other comprehensive income, net of income taxes (a) — 273 4 277 Net current-period other comprehensive income, net of income taxes 1,018 427 65 1,510 Balance at December 31, 2025 $ ( 1,716 ) $ ( 7 ) $ ( 237 ) $ ( 1,960 ) (a) See table below for details about these reclassifications. Our reclassifications out of AOCI, are as follows: Twelve Months Ended December 31, Affected Line Item in the Consolidated Statement of Income Dollars in millions 2025 2024 2023 Unrealized gains (losses) on available for sale securities Realized losses $ — $ ( 1,863 ) $ ( 4 ) Net securities gains (losses) — ( 1,863 ) ( 4 ) Income (loss) from continuing operations before income taxes — ( 445 ) ( 1 ) Income taxes $ — $ ( 1,418 ) $ ( 3 ) Income (loss) from continuing operations Unrealized gains (losses) on derivative financial instruments Interest rate $ ( 358 ) $ ( 733 ) $ ( 956 ) Interest income — Loans Interest rate ( 2 ) ( 2 ) ( 2 ) Interest expense — Long-term debt Interest rate — — 5 Investment banking and debt placement fees ( 360 ) ( 735 ) ( 953 ) Income (loss) from continuing operations before income taxes ( 87 ) ( 176 ) ( 228 ) Income taxes $ ( 273 ) $ ( 559 ) $ ( 725 ) Income (loss) from continuing operations Net pension and postretirement benefit costs Amortization of losses $ ( 7 ) $ ( 8 ) $ ( 8 ) Other expense Settlement loss — — ( 18 ) Other expense Amortization of prior service credit 1 1 1 Other expense ( 6 ) ( 7 ) ( 25 ) Income (loss) from continuing operations before income taxes ( 2 ) ( 3 ) ( 7 ) Income taxes $ ( 4 ) $ ( 4 ) $ ( 18 ) Income (loss) from continuing operations 168 Table of contents 21. Shareholders' Equity Comprehensive Capital Plan On March 13, 2025, Key announced that its Board of Directors has authorized a share repurchase program pursuant to which we may purchase up to $ 1.0 billion of KeyCorp Common Shares, in the open market or in privately negotiated transactions. As contemplated by the Investment Agreement, dated as of August 12, 2024, between KeyCorp and Scotiabank, in February 2025, we entered into an agreement with Scotiabank to permit Scotiabank to participate, through a periodic “true-up” right, in any repurchase by KeyCorp of its common stock on a pro rata basis. During 2025, Key completed $ 200 million in share repurchases, all within the fourth quarter, including $ 17 million from Scotiabank pursuant to the agreement noted above. We also repurchased $ 35 million of shares related to equity compensation programs in 2025. Consistent with our capital plan, the Board declared a quarterly dividend of $ .205 per common share for each of the four quarters in 2025. These quarterly dividend payments brought our annual dividend to $ .82 per common share for 2025. Scotiabank Investment On August 12, 2024, we entered into an Investment Agreement with Scotiabank pursuant to which Scotiabank agreed to make a strategic minority investment in KeyCorp of approximately $ 2.8 billion, representing approximately 14.9 % pro forma common stock ownership of KeyCorp, for a fixed price of $ 17.17 per share. On August 30, 2024, Scotiabank completed the initial purchase of 47,829,359 of KeyCorp’s Common Shares with an investment of approximately $ 821 million in gross proceeds. With this investment, Scotiabank owned approximately 4.9 % of KeyCorp’s Common Shares. In connection with the completion of the initial purchase of the Scotiabank investment, we incurred $ 10 million in issuance costs, which are classified in shareholders’ equity and recorded against the gross proceeds received. On December 27, 2024, following the receipt of all necessary bank regulatory approvals, Scotiabank completed the final purchase of 115,042,316 of the KeyCorp’s Common Shares, contemplated under the Investment Agreement with an investment of approximately $ 2.0 billion. Following the Second Closing, Scotiabank owns approximately 14.9 % of our Common Shares. In connection with the completion of the Second Closing of the Scotiabank investment, we incurred $ 16 million in issuance costs, which are classified in shareholders’ equity and recorded against the gross proceeds received. Preferred Stock The following table summarizes our preferred stock at December 31, 2025: Preferred stock series Amount outstanding (in millions) Book value (net of capital surplus) Shares authorized and outstanding Par value Liquidation preference Ownership interest per depositary share Liquidation preference per depositary share 2025 dividends paid per depositary share 5.000 % Fixed-to-Floating Rate Perpetual Noncumulative Series D $ 525 $ 519 21,000 $ 1 $ 25,000 1/25th $ 1,000 $ 50.00 6.125 % Fixed-to-Floating Rate Perpetual Noncumulative Series E 500 490 500,000 1 1,000 1/40th 25 1.531252 5.650 % Fixed Rate Perpetual Noncumulative Series F 425 412 425,000 1 1,000 1/40th 25 1.412500 5.625 % Fixed Rate Perpetual Non-Cumulative Series G 450 435 450,000 1 1,000 1/40th 25 1.406252 6.200 % Fixed Rate Reset Perpetual Non-Cumulative Series H 600 590 600,000 1 1,000 1/40th 25 1.550000 22. Regulatory Matters Capital Adequacy 169 Table of contents KeyCorp and KeyBank (consolidated) must meet specific capital requirements imposed by federal banking regulators. Sanctions for failure to meet applicable capital requirements may include regulatory enforcement actions that restrict dividend payments, require the adoption of remedial measures to increase capital, terminate FDIC deposit insurance, and mandate the appointment of a conservator or receiver in severe cases. In addition, failure to maintain a “well capitalized” status affects how regulators evaluate applications for certain endeavors, including acquisitions, continuation and expansion of existing activities, and commencement of new activities, and could make clients and potential investors less confident. As of December 31, 2025, KeyCorp and KeyBank (consolidated) met all regulatory capital requirements. KeyBank (consolidated) qualified for the “well capitalized” prompt corrective action capital category at December 31, 2025, because its capital and leverage ratios exceeded the prescribed threshold ratios for that capital category and it was not subject to any written agreement, order, or directive to meet and maintain a specific capital level for any capital measure. Since that date, we believe there has been no change in condition or event that has occurred that would cause the capital category for KeyBank (consolidated) to change. BHCs are not assigned to any of the five prompt corrective action capital categories applicable to insured depository institutions. If, however, those categories applied to BHCs, we believe that KeyCorp would satisfy the criteria for a “well capitalized” institution at December 31, 2025, and since that date, we believe there has been no change in condition or event that has occurred that would cause such capital category to change. Because the regulatory capital categories under the prompt corrective action regulations serve a limited supervisory function, investors should not use them as a representation of the overall financial condition or prospects of KeyBank or KeyCorp. At December 31, 2025, Key and KeyBank (consolidated) had regulatory capital in excess of all current minimum risk-based capital (including all adjustments for market risk) and leverage ratio requirements as shown in the following table. Actual Regulatory Minimum Regulatory Minimum with Stress Capital Buffer Well Capitalized Dollars in millions Amount Ratio Ratio Ratio Ratio December 31, 2025 Total risk-based capital Key $ 22,910 15.70 % 8.00 % 11.20 % N/A KeyBank (consolidated) 21,198 14.71 8.00 11.20 10.00 % Common equity Tier 1 risk-based capital Key $ 17,195 11.78 % 4.50 % 7.70 % N/A KeyBank (consolidated) 18,376 12.75 4.50 7.70 6.50 % Tier 1 risk-based capital Key $ 19,641 13.46 % 6.00 % 9.20 % N/A KeyBank (consolidated) 18,376 12.75 6.00 9.20 8.00 % Leverage Key $ 19,641 10.50 % 4.00 % 4.00 % N/A KeyBank (consolidated) 18,376 9.96 4.00 4.00 5.00 % December 31, 2024 Total risk-based capital Key $ 22,336 16.15 % 8.00 % 11.10 % N/A KeyBank (consolidated) 20,518 15.12 8.00 11.10 10.00 % Common equity Tier 1 risk-based capital Key $ 16,489 11.92 % 4.50 % 7.60 % N/A KeyBank (consolidated) 17,560 12.94 4.50 7.60 6.50 Tier 1 risk-based capital Key $ 18,934 13.69 % 6.00 % 9.10 % N/A KeyBank (consolidated) 17,560 12.94 6.00 9.10 8.00 % Leverage Key $ 18,934 10.03 % 4.00 % 4.00 % N/A KeyBank (consolidated) 17,560 9.42 4.00 4.00 5.00 % Restrictions on Cash, Dividends, and Lending Activities Capital distributions from KeyBank and other subsidiaries are our principal source of cash flows for paying dividends on our common and preferred shares, servicing our debt, and financing corporate operations. Federal banking law limits the amount of capital distributions that a bank can make to its holding company without prior regulatory approval. A national bank’s dividend-paying capacity is affected by several factors, including net profits (as defined by statute) for the previous two calendar years and for the current year, up to the date the dividend is declared. 170 Table of contents During 2025, KeyBank paid $ 1.4 billion in dividends to KeyCorp. At December 31, 2025, KeyBank had $ 783 million in regulatory capacity to pay any dividends to KeyCorp without prior regulatory approval. At December 31, 2025, KeyCorp held $ 4.9 billion in cash and short-term investments, which can be used to pay dividends to shareholders, service debt, and finance corporate operations . 23. Business Segment Reporting The following is a description of the segments and their primary businesses at December 31, 2025. Consumer Bank The Consumer Bank serves individuals and small businesses throughout our 15 -state branch footprint as well as healthcare professionals nationally through our digital channel by offering a variety of deposit and investment products, personal finance and financial wellness services, lending, mortgage and home equity, student loan refinancing, credit card, treasury services, and business advisory services. In addition, wealth management and investment services are offered to assist institutional, non-profit, and high-net-worth clients with their banking, trust, portfolio management, charitable giving, and related needs. Commercial Bank The Commercial Bank is an aggregation of our Institutional and Commercial operating segments. The Commercial operating segment is a full-service corporate bank focused principally on serving the borrowing, cash management, and capital markets needs of middle market clients within Key’s 15 -state branch footprint. The Institutional operating segment operates nationally, providing lending, equipment financing, and banking products and services to large corporate and institutional clients. The industry coverage and product teams have established expertise in the following sectors: Consumer, Energy, Healthcare, Industrial, Public Sector, Real Estate, and Technology. It is also a significant, national, commercial real estate lender and third-party master and special servicer of commercial mortgage loans. The operating segment also includes the KBCM platform which provides a broad suite of capital markets products and services including syndicated finance, debt and equity underwriting, fixed income and equity sales and trading, derivatives, foreign exchange, mergers & acquisition and other advisory, and public finance. Other Other includes various corporate treasury activities such as management of our investment securities portfolio, long-term debt, short-term liquidity and funding activities, and balance sheet risk management, our principal investing unit, and various exit portfolios as well as reconciling items, which primarily represent the unallocated portion of nonearning assets of corporate support functions. Charges related to the funding of these assets are part of net interest income and are allocated to the business segments through noninterest expense. Reconciling items also include intercompany eliminations and certain items that are not allocated to the business segments because they do not reflect their normal operations. The table on the following page shows selected financial data for our reportable business segments for the years ended December 31, 2025, 2024, and 2023. The information was derived from the internal financial reporting system that we use to monitor and manage our financial performance. GAAP guides financial accounting, but there is no authoritative guidance for “management accounting” — the way we use our judgment and experience to make reporting decisions. Consequently, the line of business results we report may not be comparable to line of business results presented by other companies. The information from our internal financial reporting system is utilized by Key’s Chief Operating Decision Maker (“CODM”) in assessing performance of the business segments. Key’s CODM is composed of its Chief Executive Officer and Chief Financial Officer. The selected financial data is based on internal accounting policies designed to compile results on a consistent basis and in a manner that reflects the underlying economics of the businesses. In accordance with our policies: • Net income (loss) is the primary measure of segment profit or loss utilized by the CODM in determining segment performance and resource allocation. It is compared to both budgeted and comparative historical amounts. Drivers of any significant variations from budgeted and comparative historical amounts are assessed to determine specific areas of focus for the business as needed. 171 Table of contents • Net interest income (TE) is determined by assigning a standard cost for funds used or a standard credit for funds provided based on their assumed maturity, prepayment, and/or repricing characteristics. • The consolidated provision for credit losses is allocated among the lines of business primarily based on their actual net loan charge-offs, adjusted periodically for loan growth and changes in risk profile. The amount of the consolidated provision is based on the methodology that we use to estimate our consolidated ALLL. This methodology is described in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Allowance for Loan and Lease Losses.” • Other direct noninterest expense represents other noninterest expenses such as business and professional fees, marketing, equipment, and other expenses that are incurred by each segment directly. • Support and overhead consists of indirect expenses, such as computer servicing costs and corporate overhead, and is allocated based on assumptions regarding the extent that each line of business actually uses the services. Developing and applying the methodologies that we use to allocate items among our lines of business is a dynamic process. Accordingly, financial results may be revised periodically to reflect enhanced alignment of expense base allocation drivers, changes in the risk profile of a particular business, or changes in our organizational structure. Year ended December 31, Consumer Bank Commercial Bank Dollars in millions 2025 2024 2023 2025 2024 2023 SUMMARY OF OPERATIONS Net interest income (TE) $ 2,709 $ 2,246 $ 2,221 $ 2,294 $ 1,805 $ 1,866 Noninterest income 957 924 937 1,745 1,629 1,429 Total revenue (TE) (a) 3,666 3,170 3,158 4,039 3,434 3,295 Provision for credit losses 169 126 111 299 227 379 Personnel expense 904 850 833 779 729 697 Other direct noninterest expense 561 600 690 288 347 436 Support and overhead 1,337 1,264 1,256 838 758 673 Allocated income taxes (benefit) and TE adjustments 168 79 64 388 282 227 Income (loss) from continuing operations 527 251 204 1,447 1,091 883 Income (loss) from discontinued operations, net of taxes — — — — — — Net income (loss) $ 527 $ 251 $ 204 $ 1,447 $ 1,091 $ 883 AVERAGE BALANCES (b) Loans and leases $ 35,744 $ 38,744 $ 41,777 $ 69,407 $ 68,498 $ 75,782 Total assets (a) 38,760 41,613 44,593 78,833 77,782 85,542 Deposits 87,932 85,851 82,793 58,070 58,025 55,045 OTHER FINANCIAL DATA Expenditures for additions to long-lived assets (a), (b) $ 71 $ 75 $ 72 $ 4 $ — $ 3 Year ended December 31, Other Key Dollars in millions 2025 2024 2023 2025 2024 2023 SUMMARY OF OPERATIONS Net interest income (TE) $ ( 332 ) $ ( 241 ) $ ( 144 ) $ 4,671 $ 3,810 $ 3,943 Noninterest income 140 ( 1,744 ) 104 2,842 809 2,470 Total revenue (TE) (a) ( 192 ) ( 1,985 ) ( 40 ) 7,513 4,619 6,413 Provision for credit losses 3 ( 18 ) ( 1 ) 471 335 489 Personnel expense 1,234 1,135 1,130 2,917 2,714 2,660 Other direct noninterest expense 937 884 948 1,786 1,831 2,074 Support and overhead ( 2,175 ) ( 2,022 ) ( 1,929 ) — — — Allocated income taxes (benefit) and TE adjustments ( 45 ) ( 459 ) ( 65 ) 511 ( 98 ) 226 Income (loss) from continuing operations ( 146 ) ( 1,505 ) ( 123 ) 1,828 ( 163 ) 964 Income (loss) from discontinued operations, net of taxes 1 2 3 1 2 3 Net income (loss) $ ( 145 ) $ ( 1,503 ) $ ( 120 ) $ 1,829 $ ( 161 ) $ 967 AVERAGE BALANCES (b) Loans and leases $ 509 $ 482 $ 445 $ 105,660 $ 107,724 $ 118,004 Total assets (a) 69,171 67,420 61,492 186,764 186,815 191,627 Deposits 3,274 2,279 6,221 149,276 146,155 144,059 OTHER FINANCIAL DATA Expenditures for additions to long-lived assets (a), (b) $ 69 $ 115 $ 118 $ 144 $ 190 $ 193 (a) Substantially all revenue generated by our reportable business segments is derived from clients that reside in the United States. Substantially all long-lived assets, including premises and equipment, capitalized software, and goodwill held by our reportable business segments, are located in the United States. (b) From continuing operations. 172 Table of contents 24. Condensed Financial Information of the Parent Company CONDENSED BALANCE SHEETS December 31, Dollars in millions 2025 2024 ASSETS Cash and due from banks $ 4,868 $ 5,149 Short-term investments 28 26 Other investments 119 96 Loans to: Banks 300 300 Nonbank subsidiaries — — Total loans 300 300 Investment in subsidiaries: Banks 19,075 16,770 Nonbank subsidiaries 914 888 Total investment in subsidiaries 19,989 17,658 Accrued income and other assets 756 777 Total assets $ 26,060 $ 24,006 LIABILITIES Accrued expense and other liabilities $ 573 $ 536 Long-term debt due to: Subsidiaries 447 444 Unaffiliated companies (a) 4,659 4,850 Total long-term debt 5,106 5,294 Total liabilities 5,679 5,830 SHAREHOLDERS’ EQUITY (b) 20,381 18,176 Total liabilities and shareholders’ equity $ 26,060 $ 24,006 (a) See Note 17 (“Borrowings”) for information regarding contractual rates and maturity dates of debt that is held by the parent company. (b) See Key’s Consolidated Statements of Changes in Equity. CONDENSED STATEMENTS OF INCOME Year ended December 31, Dollars in millions 2025 2024 2023 INCOME Dividends from subsidiaries: Bank subsidiaries $ 1,375 $ 750 $ 675 Nonbank subsidiaries — — — Interest income from subsidiaries 16 20 15 Other income 16 14 24 Total income 1,407 784 714 EXPENSE Interest on long-term debt with subsidiary trusts 30 33 33 Interest on other borrowed funds 317 341 273 Personnel and other expense 84 77 111 Total expense 431 451 417 Income (loss) before income taxes and equity in net income (loss) less dividends from subsidiaries 976 333 297 Income tax (expense) benefit 80 94 95 Income (loss) before equity in net income (loss) less dividends from subsidiaries 1,056 427 392 Equity in net income (loss) less dividends from subsidiaries 773 ( 588 ) 575 NET INCOME (LOSS) $ 1,829 $ ( 161 ) $ 967 Total other comprehensive income (loss), net of tax (a) 1,510 1,759 1,066 Comprehensive income (loss) $ 3,339 $ 1,598 $ 2,033 (a) See Key’s Consolidated Statements of Comprehensive Income. 173 Table of contents CONDENSED STATEMENTS OF CASH FLOWS Year ended December 31, Dollars in millions 2025 2024 2023 OPERATING ACTIVITIES Net income (loss) attributable to Key $ 1,829 $ ( 161 ) $ 967 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in net (income) loss less dividends from subsidiaries ( 773 ) 588 ( 575 ) Other operating activities, net 329 ( 752 ) 172 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 1,385 ( 325 ) 564 INVESTING ACTIVITIES Net (increase) decrease in securities available for sale and in short-term and other investments ( 26 ) ( 19 ) ( 14 ) Advances to subsidiaries — ( 250 ) — Sale or repayments of advances to subsidiaries — 200 16 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ( 26 ) ( 69 ) 2 FINANCING ACTIVITIES Net proceeds (payments) from issuance of long-term debt ( 350 ) 1,000 — Repurchase of Treasury Shares ( 236 ) ( 28 ) ( 73 ) Net proceeds from Scotiabank investment — 2,771 — Cash dividends paid ( 1,054 ) ( 927 ) ( 912 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ( 1,640 ) 2,816 ( 985 ) NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS ( 281 ) 2,422 ( 419 ) CASH AND DUE FROM BANKS AT BEGINNING OF YEAR 5,149 2,727 3,146 CASH AND DUE FROM BANKS AT END OF YEAR $ 4,868 $ 5,149 $ 2,727 KeyCorp paid interest on borrowed funds totaling $ 244 million in 2025, $ 215 million in 2024, and $ 171 million in 2023. 174 Table of contents 25. Revenue from Contracts with Customers The following table represents a disaggregation of revenue from contracts with customers, by business segment. The development and application of the methodologies that we use to allocate items among our business segments is a dynamic process. Accordingly, financial results may be revised periodically to reflect enhanced alignment of expense base allocations drivers, changes in the risk profile of a particular business, or changes in our organizational structure. Additional details of our revenue recognition policies and components of our noninterest income line items is provided within Note 1 (“Summary of Significant Accounting Policies”) under the heading “Revenue Recognition.” Year ended December 31, 2025 Dollars in millions Consumer Bank Commercial Bank Total Contract Revenue NONINTEREST INCOME Trust and investment services income $ 483 $ 75 $ 558 Investment banking and debt placement fees — 551 551 Services charges on deposit accounts 144 151 295 Cards and payments income 175 162 337 Other noninterest income 8 — 8 Total revenue from contracts with customers $ 810 $ 939 $ 1,749 Other noninterest income (a) $ 953 Noninterest income from other segments (b) 140 Total noninterest income $ 2,842 Year ended December 31, 2024 Dollars in millions Consumer Bank Commercial Bank Total Contract Revenue NONINTEREST INCOME Trust and investment services income $ 449 $ 69 $ 518 Investment banking and debt placement fees — 521 521 Services charges on deposit accounts 135 126 261 Cards and payments income 178 153 331 Other noninterest income 12 — 12 Total revenue from contracts with customers $ 774 $ 869 $ 1,643 Other noninterest income (a) $ 910 Noninterest income from other segments (b) ( 1,744 ) Total noninterest income $ 809 Year ended December 31, 2023 Dollars in millions Consumer Bank Commercial Bank Total Contract Revenue NONINTEREST INCOME Trust and investment services income $ 410 $ 68 $ 478 Investment banking and debt placement fees — 344 344 Services charges on deposit accounts 158 111 269 Cards and payments income 187 145 332 Other noninterest income 12 — 12 Total revenue from contracts with customers $ 767 $ 668 $ 1,435 Other noninterest income (a) $ 931 Noninterest income from other segments (b) 104 Total noninterest income $ 2,470 (a) Noninterest income considered earned outside the scope of contracts with customers. (b) Other includes other segments that consists of corporate treasury, our principal investing unit, and various exit portfolios as well as reconciling items which primarily represents the unallocated portion of nonearning assets of corporate support functions. Charges related to the funding of these assets are part of net interest income and are allocated to the business segments through noninterest expense. Corporate treasury includes realized gains and loss from transaction associated with Key’s investment securities portfolio. Reconciling items also includes intercompany eliminations and certain items that are not allocated to the business segments because they do not reflect their normal operations. Refer to Note 23 (“Business Segment Reporting”) for more information. We had no material contract assets or contract liabilities for the twelve months ended December 31, 2025, and December 31, 2024. 175 Table of contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.