Introduction This section reviews the financial condition and results of operations of KeyCorp and its subsidiaries for the quarterly periods ended June 30, 2026, and June 30, 2025. Some tables may include additional periods to comply with disclosure requirements or to illustrate trends in greater depth. When you read this discussion, you should also refer to the consolidated financial statements and related notes in this report. The page locations of specific sections and notes that we refer to are presented in the Table of Contents. References to our “2025 Form 10-K” refer to our Form 10-K for the year ended December 31, 2025, which has been filed with the SEC and is available on its website (www.sec.gov) and on our website (www.key.com/ir). Terminology Throughout this discussion, references to “Key,” “we,” “our,” “us,” and similar terms refer to the consolidated entity consisting of KeyCorp and its subsidiaries. “KeyCorp” refers solely to the parent holding company, and “KeyBank” refers solely to KeyCorp’s subsidiary bank, KeyBank National Association. “KeyBank (consolidated)” refers to the consolidated entity consisting of KeyBank and its subsidiaries. We want to explain some industry-specific terms at the outset so you can better understand the discussion that follows. •We use the phrase continuing operations in this document to mean all of our businesses other than our government-guaranteed and private education lending business, which are accounted for as discontinued operations. •We engage in capital markets activities primarily through business conducted by our Commercial Bank segment. These activities encompass a variety of products and services. Among other things, we trade securities as a dealer, enter into derivative contracts (both to accommodate clients’ financing needs and to mitigate certain risks), and conduct transactions in foreign currencies (to accommodate clients’ needs). •For regulatory purposes, capital is divided into Common Equity Tier 1 capital, Tier 1 capital, and Tier 2 capital. These components of regulatory capital serve as bases for several measures of capital adequacy, which is an important indicator of financial stability and condition. The “Capital” section of this report under the heading “Capital adequacy” provides more information on total capital, Tier 1 capital, and the Regulatory Capital Rules, including Common Equity Tier 1, and describes how these measures are calculated. 4 Table of contents The acronyms and abbreviations identified below are used in the Management’s Discussion & Analysis of Financial Condition & Results of Operations as well as in the Notes to Consolidated Financial Statements (Unaudited). You may find it helpful to refer back to this page as you read this report. ABO: Accumulated benefit obligation.ALCO: Asset/Liability Management Committee.ALLL: Allowance for loan and lease losses.A/LM: Asset/liability management.AML: Anti-money laundering.AOCI: Accumulated other comprehensive income (loss).ASC: Accounting Standards Codification.ASU: Accounting Standards Update.ATMs: Automated teller machines.BSA: Bank Secrecy Act.BHCA: Bank Holding Company Act of 1956, as amended.BHCs: Bank holding companies.Board: KeyCorp Board of Directors.CAPM: Capital Asset Pricing Model.CCAR: Comprehensive Capital Analysis and Review.CECL: Current Expected Credit Losses.CFPB: Consumer Financial Protection Bureau, also known as the Bureau of Consumer Financial Protection.CFTC: Commodities Futures Trading Commission.CMBS: Commercial mortgage-backed securities.CMO: Collateralized mortgage obligation.Common Shares: KeyCorp common shares, $1 par value.DCF: Discounted cash flow.DIF: Deposit Insurance Fund of the FDIC.Dodd-Frank Act: Dodd-Frank Wall Street Reform andConsumer Protection Act of 2010.EAD: Exposure at default.EBITDA: Earnings before interest, taxes, depreciation, andamortization.EPS: Earnings per share.ERBA: Expanded risk-based approach.ERISA: Employee Retirement Income Security Act of 1974.ERM: Enterprise risk management.EVE: Economic value of equity.FASB: Financial Accounting Standards Board.FDIA: Federal Deposit Insurance Act, as amended.FDIC: Federal Deposit Insurance Corporation.Federal Reserve: Board of Governors of the Federal ReserveSystem.FHLB: Federal Home Loan Bank of Cincinnati.FHLMC: Federal Home Loan Mortgage Corporation.FICO: Fair Isaac Corporation.FINRA: Financial Industry Regulatory Authority.FNMA: Federal National Mortgage Association.FSOC: Financial Stability Oversight Council.FTP: Funds transfer pricing. FVA: Fair value of employee benefit plan assets.GAAP: U.S. generally accepted accounting principles.GNMA: Government National Mortgage Association.IDI: Insured depository institution.IRS: Internal Revenue Service.ISDA: International Swaps and Derivatives Association.KBCM: KeyBanc Capital Markets, Inc.KCC: Key Capital Corporation.KCDC: Key Community Development Corporation.KCIC: Key Community Investment Capital LLC.LCR: Liquidity coverage ratio.LGD: Loss given default.LIHTC: Low-income housing tax credit.LTV: Loan-to-value.Moody’s: Moody’s Investor Services, Inc.MTRM: Market & Treasury Risk Management.N/A: Not applicable.NAV: Net asset value.NFA: National Futures Association.N/M: Not meaningful.NMTC: New market tax credit.NYSE: New York Stock Exchange.OBBBA: One Big Beautiful Bill Act.OCC: Office of the Comptroller of the Currency.OCI: Other comprehensive income (loss).OREO: Other real estate owned.PBO: Projected benefit obligation.PCCR: Purchased credit card relationship.PCD: Purchased credit deteriorated.PD: Probability of default.RMBS: Residential mortgage-backed securities.S&P: Standard and Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc.SEC: U.S. Securities & Exchange Commission.Scotiabank: The Bank of Nova ScotiaSIFIs: Systemically important financial institutions, including large, interconnected BHCs and nonbank financial companies designated by FSOC for supervision by the Federal Reserve.SOFR: Secured Overnight Financing Rate.TE: Taxable-equivalent.TROC: Treasury Risk Oversight Committee.U.S. Treasury: United States Department of the Treasury.VaR: Value at risk.VEBA: Voluntary Employee Beneficiary Association.VIE: Variable interest entity. Forward-looking Statements From time to time, we have made or will make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not relate strictly to historical or current facts. Forward-looking statements usually can be identified by the use of words such as “goal,” “objective,” “plan,” “expect,” “assume,” “anticipate,” “intend,” “project,” “believe,” “estimate,” “will,” “would,” “should,” “could,” or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results or aspirations. Our disclosures in this report contain forward-looking statements. We may also make forward-looking statements in other documents filed with or furnished to the SEC. In addition, we may make forward-looking statements orally to analysts, investors, representatives of the media and others. Forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, many of which are outside of our control. Our actual results may differ materially from those set forth in our forward-looking statements. There is no assurance that any list of risks and uncertainties or risk factors is complete. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this report 5 Table of contents can or will be achieved. Factors that could cause our actual results to differ from those described in forward-looking statements include, but are not limited to: •the extensive regulation of the U.S. financial services industry; •complex and evolving laws and regulations regarding privacy and cybersecurity; •operational or risk management failures by us or critical third parties; •breaches of security or failures of our technology systems due to technological or other factors and cybersecurity threats; •an ineffective risk management framework; •negative outcomes from claims, litigation, arbitration, investigations, or governmental proceedings; •failure or circumvention of our controls and procedures; •our exposure to a wide range of climate-related physical risks across different geographical areas; •evolving capital and liquidity standards under applicable regulatory rules; •disruption of the U.S. and global financial system and markets, including the impact of inflation, tariffs or other trade policies, political instability, a prolonged shutdown of the U.S. government, a potential global economic downturn or recession, and extended military conflicts; •unanticipated changes in our liquidity position, including but not limited to, changes in our access to or the cost of funding and our ability to secure alternative funding sources; •our ability to receive dividends from our subsidiaries, including KeyBank; •downgrades in our credit ratings or those of KeyBank; •a worsening of the U.S. economy due to financial, political or other shocks; •our ability to anticipate interest rate changes and manage interest rate risk; •deterioration of economic conditions in the geographic regions where we operate; •the soundness of other financial institutions, including instability in the financial industry; •our concentrated credit exposure in commercial and industrial loans; •deterioration of commercial real estate market fundamentals; •defaults by our loan clients or counterparties; •adverse changes in credit quality trends; •declining asset prices; •deterioration of asset quality and an increase in credit losses; •geopolitical destabilization, including ongoing military conflicts; •labor shortages, increases in unemployment rates, and supply chain constraints; •our ability to develop and effectively use the quantitative models we rely upon in our business planning; •our ability to timely and effectively implement our strategic initiatives; •damage to our reputation; •increased competitive pressure; •our ability to adapt our products and services to industry standards and consumer preferences; •our ability to attract and retain talented executives and employees; •unanticipated adverse effects of strategic partnerships or acquisitions and dispositions of assets or businesses; •the potential impact of Scotiabank’s significant equity interest in our business; •inaccurate assumptions or estimates underlying our consolidated financial statements; •changes in accounting policies, standards, and interpretations; and •impairment of goodwill. Any forward-looking statements made by us or on our behalf speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement to reflect the impact of subsequent events or circumstances, except as required by applicable securities laws. Before making an investment decision, you should carefully consider all risks and uncertainties disclosed in our 2025 Form 10-K, in Part II, Item 1A. "Risk Factors" of this report, and in any subsequent reports filed with the SEC by Key, as well as our registration statements under the Securities Act of 1933, as amended, all of which are or will upon filing be accessible on the SEC’s website at www.sec.gov and on our website at www.key.com/ir. 6 Table of contents Executive Overview Key reported $472 million in net income from continuing operations attributable to Key common shareholders, or diluted earnings per share of $0.44, in the second quarter of 2026. Our actions and results during the second quarter of 2026 support our corporate strategy described in the “Introduction” section under the “Corporate strategy” heading on page 51 of our 2025 Form 10-K. •Relationship households increased approximately 3% year-over-year and commercial clients increased approximately 2% year-over-year, reflecting continued client acquisition and relationship deepening. •Our priority fee-based businesses — investment banking, commercial payments, and wealth management – continued to contribute to revenue diversification, collectively growing 8% in the first half of 2026 compared with the prior-year period. •We announced an agreement to acquire Clearwater U.K., which is expected to expand our middle-market mergers and acquisitions (“M&A”) advisory capabilities internationally and further support our priority fee-based business growth strategy. •Our Assets Under Management were $74.2 billion for the second quarter of 2026, up 15.5% year-over-year, reflecting favorable market impacts as well as continued momentum in our wealth management business. •Our continuous focus on maintaining our risk discipline has and should continue to position us to perform well through all business cycles. While nonperforming assets increased from idiosyncratic exposures, the broader portfolio performance remained within management’s expectations. Net charge-offs were 42 basis points in the second quarter and year-to-date charge-offs remained at the low end of the full-year outlook. •We continued to deploy capital in a disciplined manner to support organic client growth, invest in the franchise, and return capital to shareholders. During the second quarter, we repurchased $341 million of common shares and remained on pace to complete at least $1.3 billion of share repurchases in 2026, while maintaining a strong capital position with a CET1 ratio of 11.2%(a), which positions us to continue to support existing and prospective clients. (a) June 30, 2026 capital ratios are estimates Business outlook We increased our full-year 2026 outlook for revenue, net interest income, average loans, and average commercial loans to reflect stronger-than-expected commercial loan growth through the first half of the year, continued client acquisition and relationship expansion, and healthy commercial loan pipelines. Our outlook also assumes a stable competitive deposit environment, continued benefit from fixed-rate asset repricing and swap maturities, and disciplined deposit and balance sheet management. Actual results may differ from this outlook due to changes in interest rates, deposit pricing, client activity, credit performance, capital markets activity, and broader macroeconomic conditions. Consistent with the forward guidance we provided on July 21, 2026, we expect these current year results, that is, full year 2026 vs. full year 2025: Category 2025 Baseline FY2026 (vs FY 2025)(a) Revenue (TE)(b) $7,513 Million up 7 - 8% (previously up ~7%) Net interest income (TE) (b) $4,671 Million up 9 - 11% (previously up 9 - 10%) Net interest margin 4Q exit rate: 3.00 - 3.05%(c) Noninterest income $2,842 Million up 3 - 4% Noninterest income on an adjusted basis(b)(d) $2,495 Million up 5 - 6% Adjusted noninterest expense(b) $4,729 Million up 3 - 4% Average loans $105.7 Billion up 4 - 5% (previously up 2 - 4%) Average Commercial Loans $74.5 Billion up 8 - 10% (previously up 6 - 8%) Net charge-offs to average loans 40 to 45 basis points Effective tax rate ~22% Tax-equivalent Effective Rate(e) ~23% (a) Ranges are shown on an operating basis. (b) Key is unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly related GAAP financial measures due to the difficulty in forecasting when future amounts may occur. Such unavailable information could be significant for future results. (c) Average earning assets growing $1Bn - $2Bn from 2Q26 (previously shown as 4Q exit rate: ~3.05% and average earning assets stable to 1Q26). (d) Excluding commercial mortgage servicing fees, operating lease income and other leasing gains, other income, and net securities gains (losses). (e) Reflects the estimated full year taxable-equivalent adjustment. 7 Table of contents We have established the following medium-term targets reflecting expected run rates by the end of 2027: Return on tangible common equity(a) 15.0%+ Net Interest Margin 3.25%+ (a) Key is unable to provide a reconciliation of forward-looking non-GAAP financial measures to their most directly related GAAP financial measures due to the difficulty in forecasting when future amounts may occur. Such unavailable information could be significant for future results. Demographics Our management structure and basis of presentation is divided into two business segments, Consumer Bank and Commercial Bank. Note 17 (“Business Segment Reporting”) describes the products and services offered by each of these business segments and provides more detailed financial information pertaining to the segments. The Consumer Bank serves individuals and small businesses throughout our 15-state branch footprint and through our digital brand by offering a variety of deposit and investment products, personal finance and financial wellness services, lending, student loan refinancing, mortgage and home equity, credit card, treasury services, and business advisory services. In addition, wealth management and investment services are offered to assist non-profit and high-net-worth clients with their banking, trust, portfolio management, charitable giving, and related needs. The Commercial Bank consists of the Commercial and Institutional operating segments. The Commercial operating segment is a full-service, commercial banking platform that focuses primarily 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 in 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 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. Supervision and regulation The following discussion provides a summary of recent regulatory developments and should be read in conjunction with the disclosure included in our 2025 Form 10-K under the heading “Supervision and Regulation” in Item 1. Business and under the heading “V. Compliance Risk” in Item 1A. Risk Factors as well as the disclosure included in Part II, Item 1A. "Risk Factors" of this report. Regulatory capital requirements KeyCorp and KeyBank are subject to regulatory capital requirements that are based largely on the Basel III international capital framework (“Basel III”). The Basel III capital framework and the U.S. implementation of the Basel III capital framework (“Regulatory Capital Rules”) are discussed in more detail in Item 1. Business of our 2025 Form 10-K under the heading “Supervision and Regulation — Regulatory Capital and Liquidity Requirements.” Under the Regulatory Capital Rules, standardized approach banking organizations, such as KeyCorp and KeyBank, are required to meet the minimum capital and leverage ratios set forth in Figure 1 below. At June 30, 2026, KeyCorp’s ratios under the fully phased-in Regulatory Capital Rules were as set forth in Figure 1. Figure 1. Minimum Capital Ratios and KeyCorp Ratios Under the Regulatory Capital Rules Ratios (including stress capital buffer) Regulatory Minimum Requirement Stress Capital Buffer (b) Regulatory Minimum Stress Capital Buffer KeyCorpJune 30, 2026 (c) Common Equity Tier 1 4.50 % 3.20 % 7.70 % 11.17 % Tier 1 Capital 6.00 3.20 9.20 12.78 Total Capital 8.00 3.20 11.20 14.82 Leverage (a) 4.00 N/A 4.00 10.32 (a)As a Category IV banking organization, KeyCorp is not subject to the 3% supplementary leverage ratio requirement. (b)Stress capital buffer must consist of Common Equity Tier 1 capital. As a Category IV banking organization, KeyCorp is not subject to the countercyclical capital buffer of up to 2.5% imposed upon an advanced approaches banking organization or a Category III banking organization under the Regulatory Capital Rules. KeyCorp’s buffer is 3.20% as of October 1, 2025. (c)June 30, 2026 capital ratios are estimates. 8 Table of contents Revised prompt corrective action framework The federal Prompt Corrective Action (“PCA”) framework under the FDIA groups FDIC-insured depository institutions into one of five prompt corrective action capital categories: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” In addition to implementing the Basel III capital framework in the United States, the Regulatory Capital Rules also revised the PCA capital category threshold ratios applicable to FDIC-insured depository institutions such as KeyBank. The revised PCA framework table in Figure 2 identifies the capital category threshold ratios for a “well capitalized” and an “adequately capitalized” institution under the PCA framework. Figure 2. "Well Capitalized" and "Adequately Capitalized" Capital Category Ratios under Revised Prompt Corrective Action Framework Prompt Corrective Action Capital Category Ratio Well Capitalized (a) Adequately Capitalized Common Equity Tier 1 Risk-Based 6.50 % 4.50 % Tier 1 Risk-Based 8.00 6.00 Total Risk-Based 10.00 8.00 Tier 1 Leverage (b) 5.00 4.00 (a)A “well capitalized” institution also must not be subject to any written agreement, order, or directive to meet and maintain a specific capital level for any capital measure. (b)As a Category IV national bank, KeyBank is not subject to the 3% supplementary leverage ratio requirement. As of June 30, 2026, KeyBank (consolidated) satisfied the risk-based and leverage capital requirements necessary to be considered “well capitalized” for purposes of the revised PCA framework. However, investors should not regard this determination as a representation of the overall financial condition or prospects of KeyBank because the PCA framework is intended to serve a limited supervisory function. Moreover, it is important to note that the PCA framework does not apply to BHCs, like KeyCorp. CAMELS Rating System On May 19, 2026, the Federal Financial Institutions Examination Council issued proposed revisions to the Uniform Financial Institutions Rating System, commonly known as CAMELS, that applies to certain financial institutions, including KeyBank. The proposal is intended to better focus ratings issued under CAMELS on factors that materially affect an institution’s financial condition and risk profile, and to improve transparency by more clearly articulating expectations for financial institutions. FDIC Resolution Planning Requirements On June 25, 2026, the FDIC proposed revisions to the resolution plan rules applicable to KeyBank and certain other insured depository institutions. Under the proposal, KeyBank would continue to file a full resolution plan with the FDIC every three years, but would no longer be required to file an interim supplement in years in which a full resolution plan is not required. The content requirements applicable to full resolution plan filings would also be modified and streamlined, to allow the FDIC to focus on information that most directly supports the FDIC’s ability to resolve an institution in a cost-effective manner. In connection with the proposal, the FDIC also approved an exemption from 2026 or 2027 FDIC resolution plan filing requirements for all insured depository institutions, including KeyBank. FDIC Deposit Insurance Assessments On June 25, 2026, the FDIC proposed revisions to its deposit insurance assessment regulations. The proposal would decrease KeyBank’s initial base assessment rate by one basis point, and would provide for a further decrease of up to an additional one basis point based on a “resolution readiness adjustment.” The resolution readiness adjustment would be voluntary and would have two components: (1) a virtual data room component that would test KeyBank’s ability to quickly populate a virtual data room with complete, timely and accurate information and (2) a data access component under which KeyBank would agree to provide the FDIC with access to KeyBank’s service providers and/or internal systems. For each component, compliance would result in a 0.5 basis point reduction in KeyBank’s initial base assessment rate. Because the two components would be considered separately, KeyBank could elect to voluntarily comply with one of them without being required to comply with the other. 9 Table of contents Results of Operations Earnings overview The following chart provides a reconciliation of net income (loss) from continuing operations attributable to Key common shareholders for the three months ended June 30, 2025, to the three months ended June 30, 2026 (dollars in millions): Net interest income One of our principal sources of revenue is net interest income. Net interest income is the difference between interest income received on earning assets (such as loans and securities) and loan-related fee income, and interest expense paid on deposits and borrowings. There are several factors that affect net interest income, including: •the volume, pricing, mix, and maturity of earning assets and interest-bearing liabilities; •the volume and value of net free funds, such as noninterest-bearing deposits and equity capital; •the use of derivative instruments to manage interest rate risk; •interest rate fluctuations and competitive conditions within the marketplace; •asset quality; and •fair value accounting of acquired earning assets and interest-bearing liabilities. To make it easier to compare both the results across several periods and the yields on various types of earning assets (some taxable, some not), we present net interest income in this discussion on a “TE basis” (i.e., as if all income were taxable and at the same rate). For example, $100 of tax-exempt income would be presented as $126, an amount that, if taxed at the statutory federal income tax rate of 21%, would yield $100. 10 Table of contents Net interest income (TE) was $1.26 billion for the second quarter of 2026 and the net interest margin was 2.89%. Compared to the second quarter of 2025, net interest income (TE) increased $108 million and net interest margin increased by 23 basis points. These increases were driven by a reduction in deposit costs as a result of declining interest rates and proactive deposit beta management, the reinvestment of proceeds from maturing low-yielding investment securities and fixed-rate swaps into higher yielding investments, and a shift in the balance sheet composition to a more favorable mix of higher-yielding commercial and industrial loans. These benefits were partially offset by the impact of lower interest rates on repricing earning assets. For the six months ended June 30, 2026, net interest income (TE) was $2.5 billion and the net interest margin was 2.88%. Compared to the same period in 2025, net interest income (TE) increased $233 million and net interest margin increased by 26 basis points. These increases were driven by a reduction in deposit costs as a result of declining interest rates and proactive deposit beta management, the reinvestment of proceeds from maturing low-yielding investment securities and fixed-rate swaps into higher yielding investments, and a shift in the balance sheet composition to a more favorable mix of higher-yielding commercial and industrial loans, partially offset by the impact of lower interest rates on repricing earning assets. Average loans were $110.1 billion for the second quarter of 2026, an increase of $4.4 billion compared to the second quarter of 2025. Average commercial loans increased by $6.7 billion, primarily due to an increase in commercial and industrial loans. Average consumer loans declined by $2.3 billion, reflective of the intentional run-off of low-yielding loans. Average deposits totaled $147.6 billion for the second quarter of 2026, an increase of $131 million compared to the year-ago quarter, reflecting growth in demand deposits, partially offset by a decline in time deposits. Figure 3 shows the various components of our balance sheet that affect interest income and expense and their respective yields or rates for the current period and comparative year-ago period. This figure also presents a reconciliation of TE net interest income to net interest income reported in accordance with GAAP for each of those quarters. The net interest margin, which is an indicator of the profitability of the earning assets portfolio less the cost of funding, is calculated by dividing annualized TE net interest income by average earning assets. 11 Table of contents Figure 3. Consolidated Average Balance Sheets, Net Interest Income, and Yields/Rates and Components of Net Interest Income Changes from Continuing Operations(g) Three months ended June 30, 2026 Three months ended June 30, 2025 Change in Net interest income due to Dollars in millions AverageBalance Interest (a) Yield/Rate (a) Average Balance Interest (a) Yield/ Rate (a) Volume Yield/Rate Total ASSETS Loans (b), (c) Commercial and industrial (d) $ 62,134 $ 896 5.78 % $ 55,604 $ 838 6.04 % $ 95 $ (37) $ 58 Real estate — commercial mortgage 13,911 197 5.68 13,311 200 6.02 9 (12) (3) Real estate — construction 2,816 46 6.53 2,873 50 6.95 (1) (3) (4) Commercial lease financing 2,117 20 3.77 2,524 22 3.59 (4) 2 (2) Total commercial loans 80,978 1,159 5.73 74,312 1,110 5.99 99 (50) 49 Real estate — residential mortgage 18,305 153 3.35 19,446 162 3.34 (10) 1 (9) Home equity loans 5,470 73 5.33 6,091 86 5.63 (8) (5) (13) Other consumer loans 4,410 57 5.18 4,946 63 5.09 (7) 1 (6) Credit cards 909 29 12.67 920 31 13.44 — (2) (2) Total consumer loans 29,094 312 4.29 31,403 342 4.36 (25) (5) (30) Total loans 110,072 1,471 5.35 105,715 1,452 5.51 74 (55) 19 Loans held for sale 1,085 15 5.68 770 11 5.72 4 — 4 Securities available for sale (b), (e) 38,518 367 3.58 40,714 411 3.76 (22) (22) (44) Held-to-maturity securities (b) 9,425 95 4.05 7,038 61 3.46 23 11 34 Trading account assets 797 10 5.30 1,259 16 5.32 (6) — (6) Short-term investments 10,705 101 3.79 13,489 157 4.67 (29) (27) (56) Other investments 1,214 8 2.66 1,015 8 3.41 1 (1) — Total earning assets 171,816 2,067 4.75 170,000 2,116 4.90 45 (94) (49) Allowance for loan and lease losses (1,442) (1,424) Accrued income and other assets 17,926 18,224 Discontinued assets 192 239 Total assets $ 188,492 $ 187,039 LIABILITIES Money market deposits $ 42,843 $ 225 2.11 % $ 42,586 $ 276 2.60 % $ 2 $ (53) $ (51) Demand deposits 61,013 280 1.84 57,155 309 2.17 20 (49) (29) Savings deposits 4,406 1 0.04 4,631 1 0.06 — — — Time deposits 11,749 94 3.21 15,601 144 3.70 (32) (18) (50) Total interest-bearing deposits 120,011 600 2.01 119,973 730 2.44 (10) (120) (130) Federal funds purchased and securities sold under repurchase agreements 2,002 19 3.71 415 4 4.28 15 — 15 Bank notes and other short-term borrowings 4,179 35 3.33 3,288 34 4.27 8 (7) 1 Long-term debt (f) 10,694 155 5.84 12,088 198 6.55 (22) (21) (43) Total interest-bearing liabilities 136,886 809 2.37 135,764 966 2.86 (9) (148) (157) Noninterest-bearing deposits 27,566 27,473 Accrued expense and other liabilities 3,901 4,295 Discontinued liabilities (f) 192 239 Total liabilities 168,545 167,771 EQUITY Key shareholders’ equity 19,947 19,268 Total liabilities and equity $ 188,492 $ 187,039 Interest rate spread (TE) 2.38 % 2.04 % Net interest income (TE) and net interest margin (TE) $ 1,258 2.89 % $ 1,150 2.66 % $ 54 $ 54 108 TE adjustment (b) 8 9 Net interest income, GAAP basis $ 1,250 $ 1,141 (a)Results are from continuing operations. Interest excludes the interest associated with the liabilities referred to in (f) below, calculated using a matched funds transfer pricing methodology. (b)Interest income on tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory federal income tax rate of 21% for the three months ended June 30, 2026, and June 30, 2025. (c)For purposes of these computations, nonaccrual loans are included in average loan balances. (d)Commercial and industrial average balances include $209 million and $218 million of assets from commercial credit cards for the three months ended June 30, 2026, and June 30, 2025, respectively. (e)Yield presented is calculated on the basis of amortized cost excluding fair value hedge basis adjustments. The average amortized cost for securities available for sale was $41.0 billion and $43.8 billion for the three months ended June 30, 2026 and June 30, 2025, respectively. Yield based on the fair value of securities available for sale was 3.81% and 4.03% for the three months ended June 30, 2026 and June 30, 2025, respectively. (f)A portion of long-term debt and the related interest expense is allocated to discontinued liabilities as a result of applying our matched funds transfer pricing methodology to discontinued operations. (g)Average balances presented are based on daily average balances over the respective stated period. 12 Table of contents Figure 3. Consolidated Average Balance Sheets, Net Interest Income, and Yields/Rates and Components of Net Interest Income Changes from Continuing Operations(g) Six months ended June 30, 2026 Six months ended June 30, 2025 Change in Net interest income due to Dollars in millions Average Balance Interest (a) Yield/Rate (a) Average Balance Interest (a) Yield/ Rate (a) Volume Yield/Rate Total ASSETS Loans (b), (c) Commercial and industrial (d) $ 60,650 $ 1,739 5.77 % $ 54,680 $ 1,638 6.04 % $ 173 $ (72) $ 101 Real estate — commercial mortgage 13,906 395 5.72 13,187 392 5.99 21 (18) 3 Real estate — construction 2,810 91 6.52 2,889 99 6.91 (3) (5) (8) Commercial lease financing 2,165 41 3.79 2,588 46 3.55 (8) 3 (5) Total commercial loans 79,531 2,266 5.73 73,344 2,175 5.98 183 (92) 91 Real estate — residential mortgage 18,448 308 3.35 19,591 327 3.34 (19) — (19) Home equity loans 5,539 147 5.34 6,169 172 5.62 (17) (8) (25) Other consumer loans 4,483 115 5.17 5,016 126 5.05 (14) 3 (11) Credit cards 910 59 12.95 919 62 13.74 (1) (2) (3) Total consumer loans 29,380 629 4.30 31,695 687 4.35 (51) (7) (58) Total loans 108,911 2,895 5.34 105,039 2,862 5.49 132 (99) 33 Loans held for sale 1,088 29 5.33 792 25 6.23 8 (4) 4 Securities available for sale (b), (e) 38,958 737 3.58 40,021 803 3.73 (21) (45) (66) Held-to-maturity securities (b) 9,112 181 3.98 7,156 124 3.46 37 20 57 Trading account assets 831 21 5.13 1,277 33 5.26 (11) (1) (12) Short-term investments 10,918 204 3.77 14,345 331 4.65 (71) (56) (127) Other investments 1,145 13 2.33 975 17 3.57 3 (7) (4) Total earning assets 170,963 4,080 4.73 169,605 4,195 4.88 77 (192) (115) Allowance for loan and lease losses (1,431) (1,413) Accrued income and other assets 17,748 18,254 Discontinued assets 198 246 Total assets $ 187,478 $ 186,692 LIABILITIES Money market deposits $ 42,788 $ 448 2.12 % $ 42,298 $ 551 2.63 % $ 6 $ (109) $ (103) Demand deposits 61,244 559 1.84 57,307 619 2.18 41 (101) (60) Savings deposits 4,392 2 .04 4,620 2 .06 — — — Time deposits 11,763 189 3.23 16,110 311 3.90 (75) (47) (122) Total interest-bearing deposits 120,187 1,198 2.01 120,335 1,483 2.49 (28) (257) (285) Federal funds purchased and securities sold under repurchase agreements 1,772 33 3.70 258 5 4.22 28 — 28 Bank notes and other short-term borrowings 3,386 55 3.28 2,784 61 4.47 12 (18) (6) Long-term debt (f) 10,442 306 5.90 11,934 391 6.58 (46) (39) (85) Total interest-bearing liabilities 135,787 1,592 2.36 135,311 1,940 2.89 (34) (314) (348) Noninterest-bearing deposits 27,251 27,655 Accrued expense and other liabilities 4,073 4,528 Discontinued liabilities (f) 198 246 Total liabilities 167,309 167,740 EQUITY Key shareholders’ equity 20,169 18,952 Total liabilities and equity $ 187,478 $ 186,692 Interest rate spread (TE) 2.37 % 1.99 % Net interest income (TE) and net interest margin (TE) $ 2,488 2.88 % $ 2,255 2.62 % $ 111 $ 122 $ 233 TE adjustment (b) 16 18 Net interest income, GAAP basis $ 2,472 $ 2,237 (a)Results are from continuing operations. Interest excludes the interest associated with the liabilities referred to in (f) below, calculated using a matched funds transfer pricing methodology. (b)Interest income on tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory federal income tax rate of 21% for the six months ended June 30, 2026, and June 30, 2025, respectively. (c)For purposes of these computations, nonaccrual loans are included in average loan balances. (d)Commercial and industrial average balances include $207 million and $216 million of assets from commercial credit cards for the six months ended June 30, 2026, and June 30, 2025, respectively. (e)Yield presented is calculated on the basis of amortized cost excluding fair value hedge basis adjustments. The average amortized cost for securities available for sale was $41.3 billion and $43.2 billion for the six months ended June 30, 2026, and June 30, 2025, respectively. Yield based on the fair value of securities available for sale was 3.78% and 4.01% for the six months ended June 30, 2026, and June 30, 2025, respectively. (f)A portion of long-term debt and the related interest expense is allocated to discontinued liabilities as a result of applying our matched funds transfer pricing methodology to discontinued operations. (g)Average balances presented are based on daily average balances over the respective stated period. 13 Table of contents Provision for credit losses Key’s provision for credit losses was $92 million for the three months ended June 30, 2026, compared to $138 million for the three months ended June 30, 2025. The provision for credit losses was $198 million for the six months ended June 30, 2026, compared to $256 million for the six months ended June 30, 2025. The decrease compared to the prior year periods was primarily driven by reserve builds recorded in 2025 in response to more adverse and uncertain economic conditions, while the outlook in 2026 has been more resilient. The provision for credit losses in the second quarter of 2026 reflected net loan charge-offs of $115 million and a net reserve release of $23 million, as the favorable impact of an improved commercial portfolio mix more than offset the effects of loan growth, credit migration, and economic uncertainty. Noninterest income As shown in Figure 4, noninterest income was $706 million for the second quarter of 2026, compared to $690 million for the year-ago quarter. Noninterest income was $1.4 billion for the six months ended June 30, 2026, compared to $1.4 billion for the six months ended June 30, 2025. The following discussion explains the composition of certain elements of our noninterest income and the factors that caused those elements to change. Figure 4. Noninterest Income Three Months Ended June 30, Percent Change Six Months Ended June 30, Percent Change Dollars in millions 2026 2025 2026 2025 Trust and investment services income $ 159 $ 146 8.9 % $ 316 $ 285 10.9 % Investment banking and debt placement fees 169 178 (5.1) 366 353 3.8 Cards and payments income 94 85 10.6 180 167 7.8 Service charges on deposit accounts 77 73 5.5 154 142 8.5 Corporate services income 80 76 5.3 151 141 7.1 Commercial mortgage servicing fees 49 70 (30.0) 111 146 (24.0) Corporate-owned life insurance income 33 32 3.1 67 65 3.1 Consumer mortgage income 17 15 13.3 30 28 7.1 Operating lease income and other leasing gains 10 14 (28.6) 18 23 (21.7) Other income 15 1 N/M 33 8 N/M Net securities gains (losses) 3 — N/M 3 — N/M Total noninterest income $ 706 $ 690 2.3 % $ 1,429 $ 1,358 5.2 % N/M = Not Meaningful Trust and investment services income Trust and investment services income consists of brokerage commissions, trust and asset management fees, and insurance income. The assets under management or administration that primarily generate certain trust and asset management fees are shown in Figure 5. For the three months ended June 30, 2026, trust and investment services income was up $13 million, or 8.9%, compared to the same period one year ago. For the six months ended June 30, 2026, trust and investment services income was up $31 million, or 10.9%, compared to the same period one year ago. These increases were primarily attributable to higher investment management and trust income and brokerage income, reflecting higher assets under management and favorable market performance. 14 Table of contents A significant portion of our trust and investment services income depends on the value and mix of assets under management. As shown in Figure 5, at June 30, 2026, our bank, trust, and registered investment advisory subsidiaries had assets under management of $74.2 billion, up 15.5% compared to June 30, 2025. The increase was driven by constructive market performance. Figure 5. Assets Under Management or Administration Dollars in millions June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 Discretionary assets under management by investment type: Equity $ 40,763 $ 37,071 $ 37,433 $ 37,919 $ 35,987 Fixed income 16,514 16,100 15,500 15,183 14,591 Money market 6,099 7,180 8,144 6,595 6,420 Total discretionary assets under management 63,376 60,351 61,077 59,697 56,998 Non-discretionary assets under administration 10,828 9,405 8,887 8,158 7,246 Total $ 74,204 $ 69,756 $ 69,964 $ 67,855 $ 64,244 Investment banking and debt placement fees Investment banking and debt placement fees consist of syndication fees, debt and equity securities underwriting fees, merger and acquisition and financial advisory fees, gains on sales of commercial mortgages, and agency origination fees. For the three months ended June 30, 2026, investment banking and debt placement fees were down $9 million, or 5.1%, compared to the same period a year ago due to lower merger and acquisition advisory fees, commercial mortgage gains on sale, and loan syndication fees, partially offset by higher debt and equity origination activity. The decline also reflected uneven middle-market transaction activity and delays in M&A closings. For the six months ended June 30, 2026, investment banking and debt placement fees increased $13 million, or 3.8%, driven by stronger first-quarter activity and year-to-date growth in investment banking pipelines, despite softer second-quarter M&A activity. Cards and payments income Cards and payments income, which consists of debit card, prepaid card, consumer and commercial credit card, and merchant services income, increased $9 million or 10.6% for the three months ended June 30, 2026, compared to the same period one year ago. For the six months ended June 30, 2026, cards and payments income increased $13 million, or 7.8%, from the same period a year ago. The increases were driven by higher commercial payments activity, including growth in merchant services, embedded banking, purchase card volume, and prepaid card-related fees, as well as higher consumer debit and credit card spend volumes. These increases were partially offset by lower interchange fees in certain consumer card categories and higher rewards costs. Service charges on deposit accounts Service charges on deposit accounts increased $4 million, or 5.5%, for the three months ended June 30, 2026, compared to the same period one year ago. For the six months ended June 30, 2026, service charges on deposit accounts increased by $12 million, or 8.5%, from the same period one year ago. The increases were primarily driven by higher account analysis fees, reflecting growth in fee-equivalent revenue, partially offset by higher deposit premiums and lower consumer overdraft-related fees. Other noninterest income Other noninterest income includes operating lease income and other leasing gains, corporate services income, corporate-owned life insurance income, consumer mortgage income, commercial mortgage servicing fees, net securities gains (losses), and other income. Net other noninterest income for the three months ended June 30, 2026, decreased $1 million, or .5%, from the year-ago quarter. This net change resulted from lower commercial mortgage servicing fees reflective of lower special servicing and other miscellaneous ancillary fees offset by higher corporate services income reflective of growth in loan commitment fees, and non-yield loan fees. For the six months ended June 30, 2026, other noninterest income increased $2 million, or 0.5%, from the same period a year ago, driven by higher corporate services income reflective of growth in loan commitment fees, foreign exchange trading gains, and non-yield loan fees, coupled with higher other noninterest income from increases in deposit network fees 15 Table of contents and lower realized losses on non-customer derivatives activity. Partially offsetting this net increase were lower commercial mortgage servicing fees reflective of lower special servicing and other miscellaneous ancillary fees. Noninterest expense As shown in Figure 6, noninterest expense was $1.2 billion for the second quarter of 2026, compared to $1.2 billion for the second quarter of 2025. Noninterest expense was $2.4 billion for the six months ended June 30, 2026, compared to $2.3 billion for the six months ended June 30, 2025. The following discussion explains the composition of certain elements of our noninterest expense and the factors that caused those elements to change. Figure 6. Noninterest Expense Three Months Ended June 30, Percent Change Six Months Ended June 30, Percent Change Dollars in millions 2026 2025 2026 2025 Personnel $ 786 $ 705 11.5 % $ 1,529 $ 1,385 10.4 % Net occupancy 68 69 (1.4) 136 136 — Computer processing 108 107 0.9 219 214 2.3 Business services and professional fees 46 48 (4.2) 82 88 (6.8) Equipment 22 21 4.8 41 41 — Operating lease expense 7 10 (30.0) 14 21 (33.3) Marketing 22 24 (8.3) 40 45 (11.1) Other expense 158 170 (7.1) 337 355 (5.1) Total noninterest expense $ 1,217 $ 1,154 5.5 % $ 2,398 $ 2,285 4.9 % Personnel Personnel expense, the largest category of our noninterest expense, increased by $81 million, or 11.5%, for the three months ended June 30, 2026, compared to the same period one year ago. For the six months ended June 30, 2026, personnel expense was up $144 million, or 10.4%, compared to the same period one year ago. The increases were driven by higher salaries, incentive and stock-based compensation reflective of current year merit increases, higher headcount and growth in the fee businesses. Figure 7. Personnel Expense Dollars in millions Three Months Ended June 30, Percent Change Six Months Ended June 30, Percent Change 2026 2025 2026 2025 Salaries and contract labor $ 448 $ 427 4.9 % $ 887 $ 832 6.6 % Incentive and stock-based compensation (a) 194 168 15.5 366 326 12.3 Employee benefits 140 108 29.6 267 217 23.0 Severance 4 2 100.0 9 10 (10.0) Total personnel expense $ 786 $ 705 11.5 % $ 1,529 $ 1,385 10.4 % (a)Excludes directors’ stock-based compensation of $2 million and $2 million for the three months ended June 30, 2026, and June 30, 2025, respectively, and $3 million and $2 million for the six months ended June 30, 2026 and June 30, 2025, respectively, reported as “other expense” in Figure 6. Nonpersonnel expense Other nonpersonnel expense includes net occupancy, computer processing, business services and professional fees, equipment, operating lease expense, marketing, and other miscellaneous expense categories. Other nonpersonnel expense for the three months ended June 30, 2026, decreased $18 million, or 4.0%, from the year-ago quarter. For the six months ended June 30, 2026, other nonpersonnel expense decreased $31 million, or 3.4%, from the six months ended June 30, 2025. The decreases were driven by lower business services and professional fees, operating lease expense, marketing expense, and other miscellaneous expense categories, partially offset by slight increases in computer processing and equipment. Lower professional fees reflected reduced consulting and legal services in several areas, while lower operating lease expense reflected continued runoff of the operating lease portfolio. Income taxes We recorded tax expense of $139 million for the second quarter of 2026 and tax expense of $116 million for the second quarter of 2025. We recorded tax expense of $275 million for the six months ended June 30, 2026, compared to $225 million for the six months ended June 30, 2025. 16 Table of contents Our federal tax expense and effective tax rate differs from the amount that would be calculated using the federal statutory tax rate, primarily due to investments in tax-advantaged assets, such as corporate-owned life insurance, tax credits associated with low-income housing investments, and periodic adjustments to our tax reserves. Additional information pertaining to how our tax expense (benefit) and the resulting effective tax rates were derived is included in Note 13 (“Income Taxes”) beginning on page 153 of our 2025 Form 10-K. 17 Table of contents Business Segment Results This section summarizes the financial performance of our two major business segments (operating segments): Consumer Bank and Commercial Bank. Note 17 (“Business Segment Reporting”) describes the products and services offered by each of these business segments and provides more detailed financial information pertaining to the segments. For more information on the segment imperatives and market and business overview, see “Business Segment Results” beginning on page 59 of our 2025 Form 10-K. Dollars in the charts are presented in millions. Consumer Bank Summary of operations Three Months Ended June 30, Percent Dollars in millions 2026 2025 Change Summary of operations Net interest income (TE) $ 757 $ 731 3.6 % Noninterest income 253 235 7.7 Total revenue (TE) 1,010 966 4.6 Provision for credit losses 26 55 (52.7) Noninterest expense 716 693 3.3 Income (loss) before income taxes (TE) 268 218 22.9 Allocated income taxes (benefit) and TE adjustments 65 53 22.6 Net income (loss) attributable to Key $ 203 $ 165 23.0 % Average loans and leases Real estate — residential mortgage $ 18,302 $ 19,440 (5.9) % Home equity loans 5,424 6,057 (10.5) Other consumer loans 4,423 4,938 (10.4) Credit cards 909 920 (1.2) Commercial loans 4,205 4,782 (12.1) Total loans and leases $ 33,263 $ 36,138 (8.0) % Average deposits Money market deposits $ 36,116 $ 34,524 4.6 % Demand deposits 22,861 22,784 .3 Savings deposits 4,238 4,406 (3.8) Time deposits 10,102 11,907 (15.2) Noninterest-bearing deposits 14,082 14,381 (2.1) Total deposits $ 87,399 $ 88,002 (.7) % Credit-related statistics Nonperforming assets at period end $ 253 $ 269 Net loan charge-offs 45 40 Net loan charge-offs to average total loans 0.54 % 0.44 % •Net income attributable to Key of $203 million for the second quarter of 2026, compared to $165 million for the year-ago quarter •Taxable-equivalent net interest income attributable to the Consumer Bank increased $26 million, or 3.6%, compared to the second quarter of 2025 •Average loans and leases decreased $2.9 billion, or 8.0%, from the second quarter of 2025, reflective of the intentional run-off of low-yielding loans •Average deposits decreased $603 million, or 0.7%, from the second quarter of 2025, driven by lower time deposits, partially offset by an increase in money market deposits •Provision for credit losses decreased $29 million compared to the second quarter of 2025, primarily driven by favorable economic assumptions and portfolio credit trends •Noninterest income increased $18 million, or 7.7%, from the second quarter of 2025, primarily driven by higher trust and investment services income •Noninterest expense increased $23 million, or 3.3%, from the second quarter of 2025, primarily driven by higher personnel expense 18 Table of contents Commercial Bank Summary of operations Three Months Ended June 30, Percent Dollars in millions 2026 2025 Change Summary of operations Net interest income (TE) $ 697 $ 649 7.4 % Noninterest income 411 425 (3.3) Total revenue (TE) 1,108 1,074 3.2 Provision for credit losses 67 84 (20.2) Noninterest expense 503 451 11.5 Income (loss) before income taxes (TE) 538 539 (.2) Allocated income taxes (benefit) and TE adjustments 115 116 (.9) Net income (loss) attributable to Key $ 423 $ 423 — % Average loans and leases Commercial and industrial $ 58,676 $ 51,819 13.2 % Real estate — commercial mortgage 12,729 11,986 6.2 Real estate — construction 2,719 2,769 (1.8) Commercial lease financing 2,108 2,506 (15.9) Other loans 6 9 (33.3) Total loans and leases $ 76,238 $ 69,089 10.3 % Average deposits Money market deposits $ 6,726 $ 8,026 (16.2) % Demand deposits 38,714 34,692 11.6 Other deposits 412 559 (26.3) Noninterest-bearing deposits 13,043 12,649 3.1 Total deposits $ 58,895 $ 55,927 5.3 % Credit-related statistics Nonperforming assets at period end $ 565 $ 438 Net loan charge-offs 71 62 Net loan charge-offs to average total loans 0.37 % 0.36 % •Net income attributable to Key of $423 million for the second quarter of 2026, compared to $423 million for the year-ago quarter •Taxable-equivalent net interest income attributable to the Commercial Bank increased $48 million or 7.4%, compared to the second quarter of 2025 •Average loan and lease balances increased $7.1 billion, or 10.3%, compared to the second quarter of 2025, driven by an increase in commercial and industrial loans •Average deposit balances increased $3.0 billion, or 5.3%, compared to the second quarter of 2025, driven by higher client deposits •Provision for credit losses decreased $17 million compared to the second quarter of 2025, driven by the impact to reserves due to improved economic assumptions •Noninterest income decreased $14 million, or 3.3%, from the second quarter of 2025, primarily driven by a decrease in commercial mortgage servicing fees •Noninterest expense increased $52 million, or 11.5%, compared to the second quarter of 2025, driven by an increase in personnel expense and support and overhead expense 19 Table of contents Financial Condition Loans and loans held for sale Figure 8. Composition of Loans at June 30, 2026 June 30, 2026 December 31, 2025 Dollars in millions Amount Percent of Total Amount Percent of Total COMMERCIAL Commercial and industrial (a) $ 62,734 56.8 % $ 57,688 54.1 % Commercial real estate: Commercial mortgage 13,941 12.7 13,707 12.9 Construction 2,896 2.6 2,844 2.7 Total commercial real estate loans 16,837 15.3 16,551 15.6 Commercial lease financing 1,997 1.8 2,270 2.1 Total commercial loans 81,568 73.9 76,509 71.8 CONSUMER Real estate — residential mortgage 18,178 16.5 18,732 17.6 Home equity loans 5,408 4.9 5,703 5.3 Other consumer loans 4,349 3.9 4,644 4.4 Credit cards 927 0.8 953 0.9 Total consumer loans 28,862 26.1 30,032 28.2 Total loans (b) $ 110,430 100.0 % $ 106,541 100.0 % (a)Loan balances include $208 million and $205 million of commercial credit card balances at June 30, 2026, and December 31, 2025, respectively. (b)Total loans exclude loans of $182 million at June 30, 2026, and $205 million at December 31, 2025, related to the discontinued operations of the education lending business. At June 30, 2026, total loans outstanding from continuing operations were $110.4 billion, compared to $106.5 billion at December 31, 2025. For more information on balance sheet carrying value, see Note 1 (“Summary of Significant Accounting Policies”) under the headings “Loans” and “Loans Held for Sale” on page 108 of our 2025 Form 10-K. Commercial loan portfolio Commercial loans outstanding were $81.6 billion at June 30, 2026, an increase of $5.1 billion, or 6.6%, compared to December 31, 2025, primarily driven by growth in the commercial and industrial loan portfolios. 20 Table of contents Figure 9 provides our commercial loan portfolios by industry classification at June 30, 2026, and December 31, 2025. Figure 9. Commercial Loans by Industry June 30, 2026 Commercial and industrial Commercialreal estate Commerciallease financing Total commercialloans Percent oftotal Dollars in millions Industry classification: Agriculture $ 988 $ 106 $ 72 $ 1,166 1.4 % Automotive 2,370 643 2 3,015 3.7 Business services 3,536 239 100 3,875 4.8 Commercial real estate 8,910 12,235 1 21,146 25.9 Construction materials and contractors 2,516 259 128 2,903 3.6 Consumer goods 3,803 587 153 4,543 5.6 Consumer services 4,383 739 246 5,368 6.6 Equipment 1,692 158 37 1,887 2.3 Finance 13,473 121 106 13,700 16.8 Healthcare 2,509 1,257 102 3,868 4.7 Materials and extraction 2,136 254 93 2,483 3.0 Oil and gas 2,048 55 11 2,114 2.6 Public exposure 1,717 3 265 1,985 2.4 Technology 1,454 16 62 1,532 1.9 Transportation 1,116 129 286 1,531 1.9 Utilities 9,767 — 333 10,100 12.4 Other 316 36 — 352 0.4 Total $ 62,734 $ 16,837 $ 1,997 $ 81,568 100.0 % December 31, 2025 Commercial and industrial Commercialreal estate Commerciallease financing Total commercialloans Percent oftotal Dollars in millions Industry classification: Agriculture $ 908 $ 110 $ 76 $ 1,094 1.4 % Automotive 2,475 610 — 3,085 4.0 Business services 3,228 227 85 3,540 4.6 Commercial real estate 8,124 12,045 1 20,170 26.4 Construction materials and contractors 1,978 238 153 2,369 3.1 Consumer goods 3,541 547 213 4,301 5.6 Consumer services 4,081 799 251 5,131 6.7 Equipment 1,586 153 45 1,784 2.3 Finance 12,165 96 167 12,428 16.3 Healthcare 2,714 1,334 133 4,181 5.5 Materials and extraction 2,105 177 104 2,386 3.1 Oil and gas 2,051 28 13 2,092 2.7 Public exposure 1,654 7 306 1,967 2.6 Technology 1,009 17 82 1,108 1.5 Transportation 1,022 121 276 1,419 1.9 Utilities 8,686 — 358 9,044 11.8 Other 361 42 7 410 0.5 Total $ 57,688 $ 16,551 $ 2,270 $ 76,509 100.0 % Commercial and industrial. Commercial and industrial loans are the largest component of our loan portfolio, representing 57% of our total loan portfolio at June 30, 2026, and 54% at December 31, 2025. This portfolio is approximately 93% variable rate and consists of loans originated primarily to large corporate, middle market, and small business clients. Commercial and industrial loans totaled $62.7 billion at June 30, 2026, an increase of $5.0 billion, or 8.7%, compared to December 31, 2025. The increase was broad-based across multiple industry categories. Commercial real estate loans. Our commercial real estate portfolio includes project loans primarily focused in market-rate and affordable multi-family housing loans, owner-occupied commercial and industrial operating company buildings, and community center grocer-anchored retail centers. These three commercial real estate segments make up 71% of our commercial real estate portfolio. Our non-owner-occupied portfolio is focused on operators of commercial real estate who not only utilize our loan products, but also utilize our broader industry-focused products and services and provide consistent pipelines into our agency, CMBS, and other long-term market take out products. This focus ensures our relationship clients foster and build portfolios with stable, recurring cash flows, with adequate, balanced cash reserves to support our balance sheet exposures through the economic cycle. At June 30, 2026, commercial real estate loans totaled $16.8 billion, which includes $13.9 billion of mortgage loans and $2.9 billion of construction loans. Compared to December 31, 2025, this portfolio increased $286 million, or 1.7%. Nonowner-occupied properties, generally properties for which at least 50% of the debt service is provided by 21 Table of contents rental income from nonaffiliated third parties, represented 80% of total commercial real estate loans outstanding at June 30, 2026. Our overall construction loans constitute 17% of commercial real estate loans as of June 30, 2026 and December 31, 2025, respectively. Construction loans provide a stream of funding for properties not fully leased at origination to support debt service payments over the term of the contract or project. As of June 30, 2026, 75% of our construction portfolio are multi-family project loans. Our office exposure only represents 4% of commercial real estate loans at period end. As shown in Figure 10, our commercial real estate loan portfolio includes various property types and geographic locations of the underlying collateral. These loans include commercial mortgage and construction loans in both Consumer Bank and Commercial Bank. Figure 10. Commercial Real Estate Loans Geographic Region Total Percent ofTotal Construction CommercialMortgage Dollars in millions West Southwest Central Midwest Southeast Northeast National June 30, 2026 Nonowner-occupied: Data Center $ — $ — $ 211 $ — $ 41 $ — $ 514 $ 766 4.5 % $ 385 $ 381 Diversified 1 — — 29 — 7 198 235 1.4 — 235 Industrial 38 1 89 160 264 174 269 995 5.9 62 933 Land & Residential 9 5 3 3 3 19 — 42 0.2 25 17 Lodging 1 — — 4 28 87 66 186 1.1 — 186 Medical Office 14 2 30 1 — 71 — 118 0.7 17 101 Multifamily 1,205 291 1,318 1,285 1,799 1,221 427 7,546 44.8 2,167 5,379 Office 71 — 79 57 84 195 113 599 3.6 — 599 Retail 95 40 131 210 101 179 249 1,005 6.0 25 980 Self Storage 27 13 — 32 16 104 192 1.1 3 189 Senior Housing 106 95 19 49 92 57 200 618 3.7 31 587 Skilled Nursing — — — 133 206 363 702 4.2 — 702 Student Housing 62 6 13 47 — — — 128 0.8 — 128 Other 1 9 111 39 53 27 133 373 2.2 1 372 Total nonowner-occupied 1,630 449 2,017 1,884 2,630 2,259 2,636 13,505 80.2 2,716 10,789 Owner-occupied 1,042 — 349 609 175 976 181 3,332 19.8 180 3,152 Total $ 2,672 $ 449 $ 2,366 $ 2,493 $ 2,805 $ 3,235 $ 2,817 $ 16,837 100.0 % $ 2,896 $ 13,941 Nonperforming loans $ 7 $ — $ 24 $ 99 $ 113 $ 13 $ — $ 256 N/M $ — $ 256 Accruing loans past due 90 days or more 2 — 1 1 — 5 — 9 N/M 1 8 Accruing loans past due 30 through 89 days 4 — 11 2 — 11 1 29 N/M — 29 Geographic Region Total Percent ofTotal Construction CommercialMortgage Dollars in millions West Southwest Central Midwest Southeast Northeast National December 31, 2025 Nonowner-occupied: Data Center $ — $ — $ — $ — $ 24 $ — $ 671 $ 695 4.2 % $ 272 $ 423 Diversified 1 — — 29 — 10 176 216 1.3 — 216 Industrial 37 1 77 154 262 166 211 908 5.5 72 836 Land & Residential 9 6 13 3 6 19 — 56 0.3 38 18 Lodging 1 — 8 4 33 40 60 146 0.9 — 146 Medical Office 35 — 31 1 20 63 43 193 1.2 9 184 Multifamily 1,303 356 1,328 1,201 1,762 1,228 404 7,582 45.8 2,150 5,432 Office 79 1 90 70 84 200 114 638 3.9 — 638 Retail 90 40 91 226 87 185 230 949 5.7 20 929 Self Storage 36 — 15 6 50 16 157 280 1.7 20 260 Senior Housing 90 95 35 103 181 81 192 777 4.7 94 683 Skilled Nursing — — — — 181 220 242 643 3.9 — 643 Student Housing 73 6 13 46 — — — 138 0.8 — 138 Other 5 8 12 27 47 31 129 259 1.6 — 259 Total nonowner-occupied 1,759 513 1,713 1,870 2,737 2,259 2,629 13,480 81.4 2,675 10,805 Owner-occupied 1,026 — 316 519 124 929 157 3,071 18.6 169 2,902 Total $ 2,785 $ 513 $ 2,029 $ 2,389 $ 2,861 $ 3,188 $ 2,786 $ 16,551 100.0 % $ 2,844 $ 13,707 Nonperforming loans $ 8 $ — $ 25 $ 68 $ 48 $ 7 $ 1 $ 157 N/M $ — $ 157 Accruing loans past due 90 days or more — — 2 1 26 5 — 34 N/M 1 33 Accruing loans past due 30 through 89 days 1 — 1 1 56 8 — 67 N/M — 67 22 Table of contents West – Alaska, California, Hawaii, Idaho, Montana, Oregon, Washington, and Wyoming Southwest – Arizona, Nevada, and New Mexico Central – Arkansas, Colorado, Oklahoma, Texas, and Utah Midwest – Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, and Wisconsin Southeast – Alabama, Delaware, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, Washington D.C., and West Virginia Northeast – Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont National – Accounts in three or more regions N/M = not meaningful Consumer loan portfolio Consumer loans outstanding as of June 30, 2026, totaled $28.9 billion, a decrease of $1.2 billion, or 3.9%, from December 31, 2025. The decrease was driven by declines across all consumer loan categories reflective of the intentional run-off of low-yielding loans. The residential mortgage portfolio is comprised of loans originated by our Consumer Bank and is the largest segment of our consumer loan portfolio as of June 30, 2026, representing 63% of consumer loans outstanding. This is followed by our home equity portfolio representing 19% of consumer loans outstanding at June 30, 2026. We held the first lien position for approximately 62% of the home equity portfolio at June 30, 2026 and December 31, 2025, respectively. For loans with real estate collateral, we track borrower performance monthly. Regardless of the lien position, credit metrics are refreshed quarterly, including recent FICO scores as well as updated loan-to-value ratios. This information is used in establishing the ALLL. Our methodology is described in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Allowance for Loan and Lease Losses” of our 2025 Form 10-K. Figure 11 presents our consumer loans by geography. Figure 11. Consumer Loans by State Dollars in millions Real estate — residential mortgage Home equity loans Other consumer loans Credit cards Total June 30, 2026 Washington $ 3,852 $ 820 $ 191 $ 84 $ 4,947 Ohio 2,601 682 64 187 3,534 New York 579 1,520 680 318 3,097 Colorado 2,715 227 110 29 3,081 California 2,012 14 369 3 2,398 Oregon 1,116 466 81 40 1,703 Pennsylvania 358 372 278 61 1,069 Utah 748 202 50 17 1,017 Florida 650 35 316 12 1,013 Connecticut 596 189 97 28 910 Other 2,951 881 2,113 148 6,093 Total $ 18,178 $ 5,408 $ 4,349 $ 927 $ 28,862 December 31, 2025 Washington $ 4,030 $ 844 $ 202 $ 85 $ 5,161 Ohio 2,613 758 66 195 3,632 New York 626 1,587 702 326 3,241 Colorado 2,769 236 118 29 3,152 California 2,056 13 399 3 2,471 Oregon 1,145 487 85 41 1,758 Pennsylvania 378 395 296 62 1,131 Florida 675 36 343 13 1,067 Utah 759 215 53 17 1,044 Connecticut 618 200 100 29 947 Other 3,063 932 2,280 153 6,428 Total $ 18,732 $ 5,703 $ 4,644 $ 953 $ 30,032 23 Table of contents Figure 12 summarizes our loan sales for the six months ended June 30, 2026, and all of 2025. Figure 12. Loans Sold (Including Loans Held for Sale) Dollars in millions Commercial CommercialReal Estate Commercial Lease Financing ResidentialReal Estate Total 2026 Second quarter $ 77 $ 1,342 $ 42 $ 333 $ 1,794 First quarter 36 1,667 122 411 2,236 Total $ 113 $ 3,009 $ 164 $ 744 $ 4,030 2025 Fourth quarter $ 81 $ 2,804 $ 50 $ 331 $ 3,266 Third quarter 79 2,513 61 359 3,012 Second quarter 239 1,465 — 338 2,042 First quarter 89 1,355 27 260 1,731 Total $ 488 $ 8,137 $ 138 $ 1,288 $ 10,051 Figure 13 shows loans that are either administered or serviced by us, but not recorded on the balance sheet; this includes loans that were sold. Figure 13. Loans Administered or Serviced Dollars in millions June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 Commercial real estate loans $ 588,546 $ 580,860 $ 566,567 $ 569,430 $ 576,703 Residential mortgage 11,459 11,488 11,419 11,440 11,383 Education loans 136 143 152 161 170 Commercial lease financing 1,542 1,639 1,719 1,815 1,815 Commercial loans 570 572 576 585 589 Consumer direct 227 242 258 273 290 Consumer indirect 31 53 83 122 174 Total $ 602,511 $ 594,997 $ 580,774 $ 583,826 $ 591,124 In the event of default by a borrower, we are subject to recourse with respect to approximately $8.2 billion of the $602.5 billion of loans administered or serviced at June 30, 2026. These are primarily associated with commercial real estate loans administered or serviced. Additional information about this recourse arrangement is included in Note 14 (“Contingent Liabilities and Guarantees”) under the heading “Recourse agreement with FNMA.” We derive income from several sources when retaining the right to administer or service loans that are sold. We earn noninterest income (recorded as “Consumer mortgage income” and “Commercial mortgage servicing fees”) from fees for servicing or administering loans. This fee income is reduced by the amortization of related servicing assets. In addition, we earn interest income from investing funds generated by escrow deposits collected in connection with the servicing loans. Additional information about our mortgage servicing assets is included in Note 8 (“Mortgage Servicing Assets”). Securities We manage our securities portfolio according to the following priorities: 1) store of liquidity, 2) interest rate risk management tool, and 3) source of earnings. In keeping with the first priority, the portfolio provides securities to meet our pledging requirements. Our securities portfolio totaled $48.0 billion at June 30, 2026, compared to $48.2 billion at December 31, 2025. Available-for-sale securities were $38.5 billion at June 30, 2026, compared to $39.6 billion at December 31, 2025. Held-to-maturity securities were $9.5 billion at June 30, 2026, and $8.6 billion at December 31, 2025. 24 Table of contents Securities available for sale The majority of our securities available-for-sale portfolio consists of federal agency mortgage-backed securities and CMOs. CMOs are debt securities secured by a pool of mortgages or mortgage-backed securities. Figure 14 shows the composition, yields, and remaining maturities of our securities available for sale. For more information about these securities, including gross unrealized gains and losses by type of security and securities pledged, see Note 6 (“Securities”). Figure 14. Securities Available for Sale Dollars in millions U.S. Treasury, Agencies, and Corporations Agency Residential Collateralized Mortgage Obligations(a) Agency Residential Mortgage-backed Securities(a) Agency Commercial Mortgage-backed Securities(a) Total Weighted-Average Yield(c) June 30, 2026 Remaining maturity: One year or less $ 3,237 $ 4 $ 43 $ 67 $ 3,351 4.30 % After one through five years 3,728 1,108 3,331 1,144 9,311 3.37 After five through ten years 41 6,470 11,971 2,188 20,670 3.65 After ten years 69 413 4,263 382 5,127 4.12 Fair value $ 7,075 $ 7,995 $ 19,608 $ 3,781 $ 38,459 Amortized cost(b) $ 7,102 $ 9,726 $ 20,028 $ 4,148 $ 41,004 3.70 % Weighted-average yield(c) 4.11 % 1.92 % 4.59 % 2.90 % 3.70 % — Weighted-average maturity 1.3 years 7.7 years 10.3 years 6.6 years 7.8 years — December 31, 2025 Fair value $ 7,886 $ 8,565 $ 19,195 $ 3,950 $ 39,596 Amortized cost 7,842 10,269 19,451 4,284 41,846 3.67 % (a)Maturity is based upon expected average lives rather than contractual terms. (b)Excluded from the amortized cost of securities available for sale are basis adjustments for securities designated in active fair value hedges. Basis adjustments totaled $(26) million and $99 million as of June 30, 2026 and December 31, 2025, respectively. The securities being hedged are primarily U.S. Treasuries, Agency RMBS, and Agency CMBS. (c)Weighted-average yields are calculated based on amortized cost. Such yields have been adjusted to a TE basis using the statutory federal income tax rate in effect that calendar year. Held-to-maturity securities The majority of our held-to-maturity portfolio consists of Federal agency CMOs and mortgage-backed securities. This portfolio is also comprised of asset-backed securities and foreign bonds. Figure 15 shows the composition, yields, and remaining maturities of these securities. 25 Table of contents Figure 15. Held-to-Maturity Securities Dollars in millions Agency Residential Collateralized Mortgage Obligations (a) Agency Residential Mortgage-backed Securities(a) Agency Commercial Mortgage-backed Securities(a) Asset-backed securities Other Securities Total Weighted-Average Yield(b) June 30, 2026 Remaining maturity: One year or less $ 19 $ — $ 245 $ 17 $ 9 $ 290 2.94 % After one through five years 1,018 484 558 2 12 2,074 3.64 After five through ten years 2,667 3,389 191 — — 6,247 4.44 After ten years 50 62 792 — — 904 3.31 Amortized cost $ 3,754 $ 3,935 $ 1,786 $ 19 $ 21 $ 9,515 4.11 % Fair value $ 3,548 $ 3,896 $ 1,642 $ 18 $ 20 $ 9,124 Weighted-average yield(b) 3.79 % 4.92 % 3.03 % 1.88 % 4.48 % 4.11 % — Weighted-average maturity 6.3 years 6.2 years 9.3 years 0.9 years 1.2 years 6.8 years — December 31, 2025 Amortized cost $ 4,026 $ 2,374 $ 2,121 $ 77 $ 24 $ 8,622 3.87 % Fair value 3,858 2,373 1,983 75 24 8,313 (a)Maturity is based upon expected average lives rather than contractual terms. (b)Weighted-average yields are calculated based on amortized cost. Such yields have been adjusted to a TE basis using the statutory federal income tax rate in effect that calendar year. Deposits and other sources of funds Figure 16. Breakdown of Deposits at June 30, 2026 The following table presents the breakdown of our deposits by product for the noted periods. Dollars in billions June 30, 2026 December 31, 2025 Money market deposits $ 43.2 $ 42.7 Demand deposits 62.6 61.3 Savings deposits 4.4 4.4 Time deposits 12.0 12.7 Noninterest bearing deposits 30.9 27.6 Total $ 153.1 $ 148.7 Our highly diversified deposit base is our primary source of funding. At June 30, 2026, our deposits totaled $153.1 billion, an increase of $4.4 billion, compared to December 31, 2025. 26 Table of contents Uninsured deposits totaled $68.8 billion and $66.2 billion at June 30, 2026 and December 31, 2025, respectively. Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit or similar state deposit insurance regimes and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regimes. Figure 17 presents estimated uninsured deposits for the noted periods which reflect amounts disclosed in KeyBank’s Call Report adjusted for intercompany deposits, which are not customer facing and are eliminated in consolidation, and accrued interest. Figure 17. Estimated Uninsured Deposits Dollars in billions June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 Uninsured deposits(a) $ 68.8 $ 66.5 $ 66.2 $ 66.5 $ 61.8 Total deposits 153.1 147.8 148.7 150.8 146.9 Uninsured % of Deposits 45 % 45 % 45 % 44 % 42 % (a) Intercompany deposits and accrued interest excluded from uninsured deposits $ 13.3 $ 12.9 $ 12.8 $ 13.2 $ 12.5 As of June 30, 2026, approximately $13.0 billion of uninsured deposits were collateralized by government-backed securities compared to $12.0 billion as of December 31, 2025. Wholesale funds, consisting of short-term borrowings and long-term debt, totaled $14.7 billion at June 30, 2026, compared to $11.0 billion at December 31, 2025. The change primarily reflects increases in bank notes and short-term borrowings, as well as issuances of long-term debt during 2026. Wholesale funding supplements client deposit funding and may rise or fall with seasonal or other funding needs. For more information regarding our wholesale funds, see Part I, Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations under the heading “Risk Management - Liquidity risk management” of this report. Capital Our capital management objective is to maintain capital levels consistent with our risk appetite and of a sufficient amount to operate and support our clients under a wide range of economic conditions. Our current capital levels position us well to execute against our capital priorities including supporting organic growth, investing in our business, and providing an attractive return to our investors through dividends and share repurchases. The following sections discuss certain ways we have deployed our capital. For further information, see the Consolidated Statements of Changes in Equity and Note 16 (“Shareholders' Equity”). (a) Excludes shares repurchased related to equity compensation programs and share repurchase excise tax. 27 Table of contents Dividends Consistent with our capital plan, we paid a quarterly dividend of $.205 per Common Share for the second quarter of 2026. Further information regarding the capital planning process and CCAR is included under the heading “Capital planning, stress testing, and stress capital buffer” beginning on page 14 in the “Supervision and Regulation” section of our 2025 Form 10-K. Common shares outstanding Our Common Shares are traded on the NYSE under the symbol KEY with 25,066 holders of record at June 30, 2026. Our book value per Common Share was $16.19 based on 1.1 billion shares outstanding at June 30, 2026, compared to $16.27 per Common Share based on 1.1 billion shares outstanding at December 31, 2025. At June 30, 2026, our tangible book value per Common Share was $13.62, compared to $13.77 per Common Share at December 31, 2025. Figure 18 shows activities that caused the change in outstanding Common Shares over the past five quarters. Figure 18. Changes in Common Shares Outstanding 2026 2025 In thousands Second First Fourth Third Second Shares outstanding at beginning of period 1,087,293 1,102,401 1,112,952 1,112,453 1,111,986 Share repurchases (15,531) (17,969) (11,109) — — Shares issued under employee compensation plans (net of cancellations and returns) 273 2,861 558 499 467 Shares outstanding at end of period 1,072,035 1,087,293 1,102,401 1,112,952 1,112,453 In May, 2026, the Board of Directors authorized a new share repurchase program pursuant to which KeyCorp may purchase up to $3.0 billion of KeyCorp common shares. The new repurchase authorization replaces KeyCorp's existing $1.0 billion share repurchase authorization. Information on repurchases of Common Shares by KeyCorp is included in Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” of this report. As shown in Figure 18 above, Common Shares outstanding decreased by 15 million shares during the second quarter of 2026, primarily attributed to shares repurchased in the open market partially offset by shares issued under employee compensation plans. Open market share repurchases, inclusive of shares repurchased from Scotiabank, totaled approximately $341 million in the second quarter of 2026. At June 30, 2026, we had 184.7 million treasury shares, compared to 154.3 million treasury shares at December 31, 2025. The increase in treasury shares was primarily attributable to open market share repurchases. From time to time, we may reissue treasury shares in connection with stock-based compensation awards or for other corporate purposes. Capital adequacy Capital adequacy is an important indicator of financial stability and performance. All of our capital ratios remained in excess of regulatory requirements at June 30, 2026. Our capital and liquidity levels are intended to position us to weather an adverse operating environment while continuing to serve our clients’ needs, as well as to meet the Regulatory Capital Rules described in Item 1. Business of our 2025 Form 10-K under the heading “Supervision and Regulation.” Our shareholders’ equity to assets ratio was 10.3% and 11.1% at June 30, 2026, and December 31, 2025, respectively. Our tangible common equity to tangible assets ratio was 7.7% and 8.4% at June 30, 2026, and December 31, 2025, respectively. See the section entitled “GAAP to Non-GAAP Reconciliations,” which presents the computations of certain financial measures related to “tangible common equity.” The minimum capital and leverage ratios under the Regulatory Capital Rules together with the ratios of KeyCorp at June 30, 2026, are set forth in the “Supervision and regulation — Regulatory capital requirements” section in Part I, Item 2 of this report. Figure 19 represents the details of our regulatory capital positions at June 30, 2026, and December 31, 2025, under the Regulatory Capital Rules. Information regarding the regulatory capital ratios of KeyCorp’s banking subsidiaries is presented annually, with the most recent information included in Note 21 (“Shareholders' Equity”) beginning on page 169 of our 2025 Form 10-K. 28 Table of contents Figure 19. Capital Components and Risk-Weighted Assets Dollars in millions June 30, 2026 December 31, 2025 COMMON EQUITY TIER 1 Key shareholders’ equity (GAAP) $ 19,798 $ 20,381 Less: Preferred Stock (a) 2,446 2,446 Common Equity Tier 1 capital before adjustments and deductions 17,352 17,935 Less: Goodwill, net of deferred taxes 2,548 2,556 Intangible assets, net of deferred taxes 3 7 Deferred tax assets 139 136 Net unrealized gains (losses) on available-for-sale securities, net of deferred taxes (1,919) (1,789) Accumulated gains (losses) on cash flow hedges, net of deferred taxes (200) 68 Amounts in AOCI attributed to pension and postretirement benefit costs, net of deferred taxes (235) (238) Total Common Equity Tier 1 capital $ 17,016 $ 17,195 TIER 1 CAPITAL Common Equity Tier 1 $ 17,016 $ 17,195 Additional Tier 1 capital instruments and related surplus 2,446 2,446 Less: Deductions — — Total Tier 1 capital $ 19,462 $ 19,641 TIER 2 CAPITAL Tier 2 capital instruments and related surplus $ 1,390 $ 1,522 Allowance for losses on loans and liability for losses on lending-related commitments (b) 1,725 1,747 Less: Deductions — — Total Tier 2 capital 3,115 3,269 Total risk-based capital $ 22,577 $ 22,910 RISK-WEIGHTED ASSETS (d) $ 152,317 $ 145,933 AVERAGE QUARTERLY TOTAL ASSETS $ 188,501 $ 187,035 CAPITAL RATIOS (d) Tier 1 risk-based capital 12.78 % 13.46 % Total risk-based capital 14.82 % 15.70 % Leverage (c) 10.32 % 10.50 % Common Equity Tier 1 11.17 % 11.78 % (a)Net of capital surplus. (b)The ALLL included in Tier 2 capital is limited by regulation to 1.25% of the institution’s standardized total risk-weighted assets (excluding its standardized market risk-weighted assets). The ALLL includes $9 million and $11 million of allowance classified as “discontinued assets” on the balance sheet at June 30, 2026, and December 31, 2025, respectively. (c)This ratio is Tier 1 capital divided by average quarterly total assets as defined by the Federal Reserve less: (i) goodwill, (ii) the disallowed intangible and deferred tax assets, and (iii) other deductions from assets for leverage capital purposes. (d)June 30, 2026 capital ratios and risk weighted assets are estimates. 29 Table of contents Risk Management Overview Like all financial services companies, we engage in business activities that come with related risks. The most significant risks we face are credit, compliance, operational, liquidity, market, strategic, model, and technology risks. We manage such risks across the entire enterprise to maintain safety and soundness and maximize profitable growth. Certain of these risks are defined and discussed in greater detail in the remainder of this section. Our definition, philosophy, and approach to risk management have not materially changed from the discussion presented under the heading “Risk Management” beginning on page 74 of our 2025 Form 10-K. Market risk management Market risk is the risk that movements in market risk factors, including interest rates, foreign exchange rates, equity prices, commodity prices, credit spreads, and volatilities, will reduce Key’s income and the value of its portfolios. These factors influence prospective yields, values, or prices associated with the instrument. We are exposed to market risk both in our trading and nontrading activities, which include asset and liability management activities. Information regarding our fair value policies, procedures, and methodologies is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Fair Value Measurements” on page 111 of our 2025 Form 10-K and Note 5 (“Fair Value Measurements”) in this report. Trading market risk Key incurs market risk as a result of trading activities that are used in support of client facilitation and hedging activities, principally within our investment banking and capital markets businesses. Key has exposures to a wide range of risk factors including interest rates, equity prices, foreign exchange rates, credit spreads, and commodity prices, as well as the associated implied volatilities and spreads. Our primary market risk exposures are a result of trading and hedging activities in the derivative and fixed income markets, including securitization exposures. At June 30, 2026, we did not have any re-securitization positions. We maintain modest trading inventories to facilitate customer flow, make markets in securities, and hedge certain risks including but not limited to credit spread risk and interest rate risk. The risks associated with these activities are mitigated in accordance with the Market Risk policies. The majority of our positions are traded in active markets. Market risk management is an integral part of Key’s risk culture. The Joint KeyCorp and KeyBank National Association Risk Committee (“Board Risk Committee”) provides oversight of trading market risks. The ALCO and the Market Risk Committee regularly review and discuss market risk exposures and results of monitoring activities. Market risk policies and procedures have been defined and take into account our tolerance for risk and consideration for the business environment. The Market Risk Committee approves market risk policies and recommends our significant market risk policy to the ALCO and the Board Risk Committee for approval. For more information regarding monitoring of trading positions and the activities related to Market Risk Rule compliance, see “Market Risk Management” beginning on page 77 of our 2025 Form 10-K. VaR and stressed VaR. VaR is the estimate of the maximum amount of loss on an instrument or portfolio due to adverse market conditions during a given time interval within a stated confidence level. Stressed VaR is used to assess extreme conditions on market risk within our trading portfolios. MTRM calculates VaR and stressed VaR at various confidence levels daily, and the results are closely monitored. VaR and stressed VaR results are also provided to our regulators and utilized in regulatory capital calculations. For more information regarding our VaR model, its governance, and assumptions, see “Market Risk Management” on page 77 of our 2025 Form 10-K. MTRM backtests the VaR model on a daily basis to evaluate its predictive power. The test compares VaR model results at the 99% confidence level to daily held profit and loss. Backtesting exceptions occur when daily held profit and loss exceeds VaR. There was one backtesting exception for KeyCorp during the past 250 trading days ended June 30, 2026, generally caused by interest rate volatility. All KeyCorp backtesting exceptions are thoroughly reviewed in the context of VaR model use and performance. The aggregate VaR at the 99% confidence level with a one day holding period for all covered positions was less than $1 million at June 30, 2026, and $2.4 million at June 30, 2025. Figure 20 summarizes our VaR at the 99% confidence level with a one day holding period for significant portfolios of covered positions for the three months ended June 30, 2026, and June 30, 2025. 30 Table of contents Figure 20. VaR for Significant Portfolios of Covered Positions 2026 2025 Three months ended June 30, Three months ended June 30, Dollars in millions High Low Mean June 30, High Low Mean June 30, Trading account assets: Fixed income $ .6 $ 0.2 $ 0.3 $ 0.3 $ 2.3 $ 1.2 $ 1.7 $ 2.1 Derivatives: Interest rate $ 0.2 $ 0.1 $ 0.2 $ 0.2 $ 0.2 $ 0.1 $ 0.1 $ 0.2 Stressed VaR is calculated by running the portfolios through a predetermined stress period which is approved by the Market Risk Committee and is calculated at the 99% confidence level using the same model and assumptions used for general VaR. The aggregate stressed VaR for all covered positions was $1.2 million at June 30, 2026, and $4.4 million at June 30, 2025. Figure 21 summarizes our stressed VaR at the 99% confidence level with a one-day holding period for significant portfolios of covered positions for the three months ended June 30, 2026, and June 30, 2025. Changes in VaR are dependent on portfolio composition, inventory levels, and other market factors. Figure 21. Stressed VaR for Significant Portfolios of Covered Positions 2026 2025 Three months ended June 30, Three months ended June 30, Dollars in millions High Low Mean June 30, High Low Mean June 30, Trading account assets: Fixed income $ 2.1 $ .6 $ 1.0 $ .8 $ 5.2 $ 2.9 $ 3.7 $ 4.0 Derivatives: Interest rate $ 0.3 $ 0.1 $ 0.2 $ 0.2 $ 0.2 $ 0.1 $ 0.1 $ 0.2 Market risk is a component of our internal capital adequacy assessment. Our risk-weighted assets include a market risk-equivalent asset amount, which consists of a VaR component, stressed VaR component, a de minimis exposure amount, and a specific risk add-on including the securitization positions. The aggregate market value of the securitization positions as defined by the Market Risk Rule was zero at June 30, 2026. Specific risk is the price risk of individual financial instruments, which is not accounted for by changes in broad market risk factors and is measured through a standardized approach. Market risk weighted assets, including the specific risk calculations, are run quarterly by MTRM in accordance with the Market Risk Rule. Nontrading market risk Most of our nontrading market risk is derived from interest rate fluctuations and its impacts on our traditional loan and deposit products, as well as investments, hedging relationships, long-term debt, and certain short-term borrowings. Interest rate risk, which is inherent in the banking industry, is measured by the potential for fluctuations in net interest income and the EVE. Such fluctuations may result from changes in interest rates and differences in the repricing and maturity characteristics of interest-earning assets and interest-bearing liabilities. We manage the exposure to changes in net interest income and the EVE in accordance with our risk appetite and in accordance with the Board-approved ERM policy. Interest rate risk positions are influenced by a number of factors, including the balance sheet positioning that arises out of customer preferences for loan and deposit products, economic conditions, the competitive environment within our markets, changes in market interest rates that affect client activity, and our hedging, investing, funding, and capital positions. The primary components of interest rate risk exposure consist of reprice risk, basis risk, yield curve risk, and option risk. •“Reprice risk” is the exposure to changes in the level of interest rates and occurs when the volume of interest-bearing liabilities and the volume of interest-earning assets they fund (e.g., deposits used to fund loans) do not mature or reprice at the same time. •“Yield curve risk” is the exposure to nonparallel changes in the slope of the yield curve (where the yield curve depicts the relationship between the yield on a particular type of security and its term to maturity) and occurs when interest-bearing liabilities and the interest-earning assets that they fund do not price or reprice to the same term point on the yield curve. •“Option risk” is the exposure to a customer or counterparty’s ability to take advantage of the interest rate environment and terminate or reprice one of our assets, liabilities, or off-balance sheet instruments prior to 31 Table of contents contractual maturity. Option risk occurs when exposures to customer and counterparty early withdrawals or prepayments are not mitigated with an offsetting position or appropriate compensation. •“Basis risk” is the exposure to asymmetrical changes in interest rate indexes and occurs when floating-rate assets and floating-rate liabilities reprice at the same time, but in response to different market factors or indexes. The management of nontrading market risk is centralized within Corporate Treasury. The Risk Committee of our Board provides oversight of nontrading market risk. The ERM Committee, the ALCO, and the Treasury Risk Oversight Committee (“TROC”) review reports on the interest rate risk exposures described above. In addition, the ALCO and the TROC review reports on stress tests and sensitivity analyses related to interest rate risk. These committees review and monitor strategies to manage nontrading market risk and oversee compliance with established tolerance ranges. The A/LM policy provides the framework for the oversight and management of interest rate risk and is administered by the ALCO. The MTRM, as the second line of defense, provides additional oversight. Net interest income simulation analysis. The primary tool we use to measure our interest rate risk is simulation analysis. For purposes of this analysis, we estimate our net interest income based on the current and projected composition of our on- and off-balance sheet positions, accounting for recent and anticipated trends in customer activity. The analysis also incorporates assumptions for the current and projected interest rate environments and balance sheet growth projections based on a most likely macroeconomic outlook. The modeling incorporates investment portfolio and swap portfolio balances consistent with management's desired interest rate risk positioning. The simulation model estimates the amount of net interest income at risk by simulating the change in net interest income that would occur if rates were to gradually diverge from market expectations over the next 12 months (subject to a floor on market interest rates at zero). Figure 22 presents the results of the simulation analysis at June 30, 2026, and June 30, 2025. At June 30, 2026, our simulated exposure to changes in interest rates remained neutral. The exposure to declining rates has changed from (0.48)% as of June 30, 2025 to 0.15% as of June 30, 2026, while the exposure to rising rates has changed from 0.78% as of June 30, 2025 to 0.17% as of June 30, 2026. We are actively managing the balance sheet to maintain desired IRR positioning in the current environment. Tolerance levels for risk management require the development of remediation plans to maintain residual risk within tolerance if simulation modeling demonstrates that a gradual, parallel 200 basis point increase or 200 basis point decrease in interest rates over the next 12 months would reduce net interest income over the same period by more than 5.0%. Current modeled exposure is within Board-approved tolerances. Figure 22. Simulated Change in Net Interest Income June 30, 2026 June 30, 2025 Basis point change assumption -200 +200 -200 +200 Tolerance level (5.00) % (5.00) % (5.00) % (5.00) % Interest rate risk assessment 0.15 % 0.17 % (0.48) % 0.78 % Simulation analyses produce an estimate of interest rate exposure based on assumption inputs within the model. Assumptions are tailored to the specific interest rate environment and validated on a regular basis. However, actual results may differ from those derived in simulation analyses due to unanticipated changes to the balance sheet composition, consumer behavior, product pricing, market interest rates, changes in management’s desired interest rate risk positioning, investment, funding and hedging activities, or repercussions from exogenous events. Regular sensitivity analyses are performed on the model inputs that could materially change the resulting risk assessments. Assessments are performed using different yield curve shapes, including steepenings or flattenings of the curve, immediate changes in market interest rates, and changes in the relationship of money market interest rates. Assessments are also performed on changes to the following assumptions: loan and deposit balances, the pricing of deposits without contractual maturities, changes in lending spreads, prepayments on loans and securities, investment, funding and hedging activities, and liquidity and capital management strategies. The results of additional assessments indicate that net interest income could increase or decrease from the base simulation results presented in Figure 22. Net interest income is highly dependent on the timing, magnitude, frequency, and path of interest rate changes and the associated assumptions for deposit repricing relationships, lending spreads, and the balance behavior of transaction accounts. If fixed-rate assets increase by $1 billion, or 32 Table of contents fixed-rate liabilities decrease by $1 billion, then the potential benefit to declining rates would increase by approximately 21 basis points. A five percentage point increase or decrease in the interest-bearing deposit beta assumption changes the current simulation results by approximately 99 basis points. The current interest rate risk position could fluctuate to higher or lower levels of risk depending on the competitive environment and client behavior that may affect the actual volume, mix, maturity, and repricing characteristics of loan and deposit flows. Corporate Treasury’s discretionary activities related to funding, investing, and hedging may also change as a result of changes in customer business flows or changes in management’s desired interest rate risk positioning. As changes occur to both the configuration of the balance sheet and the outlook for the economy, management proactively evaluates hedging opportunities that may change the interest rate risk profile. Simulations are also conducted that measure the effect of changes in market interest rates in the second and third years of a three-year horizon. These simulations are conducted in a similar manner to those based on a 12-month horizon. To capture longer-term exposures, changes in the EVE are calculated as discussed in the following section. Economic value of equity modeling. EVE complements net interest income simulation analysis as it estimates risk exposure beyond 12-, 24-, and 36-month horizons. EVE modeling measures the extent to which the economic values of assets, liabilities, and off-balance sheet instruments may change in response to fluctuations in interest rates. EVE is calculated by subjecting the balance sheet to an immediate increase or decrease in interest rates, measuring the resulting change in the values of assets, liabilities, and off-balance sheet instruments, and comparing those amounts with the base case of the current interest rate environment. EVE policy limits are measured against a +/-200 basis point scenario subject to a floor on market interest rates at zero. This analysis is highly dependent upon assumptions applied to assets and liabilities with non-contractual maturities. Those assumptions are based on historical behaviors, as well as forward expectations. Remediation plans are similarly developed if the analysis indicates that the EVE will decrease by 15% or more in response to an instantaneous increase or decrease in interest rates. The position is within these guidelines as of June 30, 2026. Management of interest rate exposure. The results of the various interest rate risk analyses are used to formulate A/LM strategies to achieve the desired risk profile while managing to objectives for capital adequacy and liquidity risk exposures. Specifically, risk positions are managed by purchasing or selling securities, issuing term debt with floating or fixed interest rates, and using derivatives. Interest rate swaps and options are predominantly used, which modify the interest rate characteristics of certain assets and liabilities. Figure 23 shows all swap positions held for A/LM purposes. These positions are used to convert the contractual interest rate index of agreed-upon amounts of assets and liabilities (i.e., notional amounts) to another interest rate index. For example, fixed-rate debt is converted to a floating rate through a “receive fixed/pay variable” interest rate swap. The volume, maturity, and mix of portfolio swaps change frequently to reflect broader A/LM objectives and the balance sheet positions to be hedged. For more information about how interest rate swaps are used to manage the risk profile, see Note 7 (“Derivatives and Hedging Activities”). Figure 23. Portfolio Swaps by Interest Rate Risk Management Strategy June 30, 2026 Weighted-Average December 31, 2025 Dollars in millions Notional Amount Fair Value(a) Maturity (Years) Receive Rate Pay Rate Notional Amount Fair Value(a) Receive fixed/pay variable — conventional loans $ 40,250 $ (262) 1.6 3.4 % 3.6 % $ 37,050 $ 66 Receive fixed/pay variable — conventional debt 8,921 (292) 4.4 2.9 3.7 8,722 (198) Receive fixed/pay variable — forward loans 3,250 9 4.2 4.0 3.6 2,200 40 Pay fixed/receive variable — conventional debt 50 1 2.0 3.9 3.6 50 — Pay fixed/receive variable — securities 10,281 25 2.2 3.6 4.0 10,194 (100) Total portfolio swaps $ 62,752 $ (519) 2.2 3.4 % 3.7 % $ 58,216 $ (192) Floors — forward purchased $ — $ — — — % — % $ 3,250 $ — Floors — forward sold — — — — — 3,250 — Total floors $ — $ — — — % — % $ 6,500 $ — (a)Excludes accrued interest of $271 million at June 30, 2026, and accrued interest of $173 million at December 31, 2025. Liquidity risk management Liquidity risk, which is inherent in the banking industry, is measured by our ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, and fund new business opportunities at a reasonable cost, in 33 Table of contents a timely manner, and without adverse consequences. Liquidity management involves maintaining sufficient and diverse sources of funding to accommodate planned, as well as unanticipated, changes in cash flows of assets and liabilities under both normal and adverse conditions. Governance structure We manage liquidity for all of our affiliates on a consolidated basis. This approach considers the funding sources available to each entity, as well as each entity’s capacity to manage through adverse conditions. The management of consolidated liquidity risk is centralized within Corporate Treasury. Oversight and governance is provided by the Board, the ALCO, the TROC, and the Chief Risk Officer. The Asset Liability Management Policy provides the framework for the oversight and management of liquidity risk and is administered by the ALCO. The Corporate Treasury Oversight group within the MTRM, as the second line of defense, provides additional oversight. Our current liquidity risk management practices are in compliance with the Federal Reserve Board’s Enhanced Prudential Standards. These committees mentioned above regularly review liquidity and funding summaries, liquidity trends, peer comparisons, variance analyses, liquidity projections, internal liquidity stress tests, and goal tracking reports. The reviews generate a discussion of positions, trends, and directives on liquidity risk and shape a number of our decisions. When liquidity pressure is elevated, positions are monitored more closely and reporting is more frequent. To ensure that emerging issues are identified, we monitor an extensive set of systemic and idiosyncratic early warning indicators daily. Factors affecting liquidity Our liquidity could be adversely affected by both direct and indirect events. An example of a direct event would be a downgrade in our credit ratings by a rating agency. Examples of indirect events (events unrelated to us) that could impair our access to liquidity would be an act of terrorism or war, natural disasters, global pandemics, disruptive political events, or the default or bankruptcy of a major corporation, mutual fund, or hedge fund. Similarly, market speculation, or rumors about us or the banking industry in general, may adversely affect the cost and availability of normal funding sources. For a discussion of certain risks which may impact our liquidity, see Part I, Item 1A. "Risk Factors" on pages 25-43 of our 2025 Form 10-K. For more information on recent liquidity activity, see the header "Our liquidity position and recent activity" in this report below. Our credit ratings and rating agency outlooks at June 30, 2026, are shown in Figure 24. While we believe these credit ratings, under normal conditions in the capital markets, will enable KeyCorp or KeyBank to issue fixed income securities to investors, downgrades in our credit ratings could increase our cost of funds, trigger additional collateral or funding requirements, and decrease the number of investors and counterparties willing to lend to us. Figure 24. Credit Ratings June 30, 2026 Outlook Short-Term Borrowings Long-Term Deposits (a) Senior Long-Term Debt Subordinated Long-Term Debt Capital Securities Preferred Stock KEYCORP Standard & Poor’s Positive A-2 N/A BBB BBB- BB BB Moody’s Stable P-2 N/A Baa2 Baa2 Baa3 Ba1 Fitch Ratings, Inc. Stable F1 N/A A- N/A BB+ BB+ DBRS, Inc. Stable R-1 (low) N/A A (low) BBB (high) BBB (high) BBB (low) KEYBANK Standard & Poor’s Positive A-2 N/A BBB+ BBB N/A N/A Moody’s Stable P-2 P-1/A2 Baa1 Baa2 N/A N/A Fitch Ratings, Inc. Stable F1 F1/A+ A- BBB+ N/A N/A DBRS, Inc. Stable R-1 (low) A A A (low) N/A N/A (a)P-1 rating assigned by Moody’s is specific to KeyBank’s short-term bank deposit ratings. F1 assigned by Fitch Ratings, Inc. is specific to KeyBank’s short-term deposit ratings. On July 15, 2026, Moody’s upgraded all long-term ratings and assessments of KeyCorp (long-term issuer rating to “Baa1” from “Baa2”) and its subsidiaries. The upgrades also include KeyBank’s Baseline Credit Assessment (BCA) to “a3” from “baa1” and its long-term deposit rating to “A1” from “A2”. The outlook on Key’s long-term issuer and senior unsecured ratings was changed to “stable” from “ratings under review”. 34 Table of contents Managing liquidity risk Most of our liquidity risk is derived from our business model, which involves taking in deposits, many of which can be withdrawn at any time, and lending them out in the form of illiquid loan assets. The assessments of liquidity risk are measured under the assumption of normal operating conditions as well as under stressed environments. We manage these exposures in accordance with our risk appetite, and within Board-approved policy limits. We regularly monitor our liquidity position and funding sources and measure our capacity to obtain funds in a variety of hypothetical scenarios in an effort to maintain an appropriate mix of available and affordable funding. In the normal course of business, we perform a monthly internal liquidity stress test at the consolidated KeyCorp level. From time to time, we may conduct internal liquidity stress tests more frequently, and use assumptions to reflect the changed market environment. Internal liquidity stress tests analyze potential liquidity scenarios under various funding constraints and time periods. Ultimately, they determine the periodic effects that major direct and indirect events would have on our access to funding markets and our ability to fund our normal operations. To compensate for the effect of these assumed liquidity pressures, we consider alternative sources of liquidity and maturities over different time periods to project how funding needs would be managed. Our primary source of funding for KeyBank are customer deposits resulting in a consolidated loan-to-deposit ratio of 73% as of June 30, 2026. If the cash flows needed to support operating and investing activities are not satisfied by deposit balances, we rely on wholesale funding or on-balance sheet liquid reserves. Additionally, excess cash generated by operating, investing, and deposit-gathering activities may be used to repay outstanding debt or invest in liquid assets. We maintain a Contingency Funding Plan that outlines the process for addressing a liquidity crisis. As part of the plan, we maintain on-balance sheet liquid reserves referred to as our liquid asset portfolio, which consists of high quality liquid assets. During a stress period, that reserve could be used as a source of funding to provide time to develop and execute a longer-term strategy. Figure 25 shows our available contingent liquidity at June 30, 2026, and December 31, 2025. As of June 30, 2026, our secured term borrowings were $4.3 billion, an increase compared to the fourth quarter 2025. The change reflected a shift in wholesale funding mix, while overall wholesale funding continued to supplement client deposit funding to support seasonal deposit activity and strong loan growth during the quarter. Figure 25. Available Contingent Liquidity Dollars in billions June 30, 2026 December 31, 2025 Available contingent liquidity: Unpledged securities $ 29.9 $ 29.4 Net balances of federal funds sold and balances in our Federal Reserve account 11.7 9.3 Unused secured borrowing capacity at the Federal Reserve Bank of Cleveland 38.1 39.5 Unused secured borrowing capacity at the FHLB 14.4 18.9 Total $ 94.1 $ 97.0 Liquidity programs We have several liquidity programs, which are described in “Liquidity Risk Management” beginning on page 82 of our 2025 Form 10-K, that are designed to enable KeyCorp and KeyBank to raise funds in the public and private debt markets. The proceeds from most of these programs can be used for general corporate purposes, including acquisitions. These liquidity programs are reviewed from time to time by the Board and are renewed and replaced, as necessary. There are no restrictive financial covenants in any of these programs. Liquidity for KeyCorp The primary sources of liquidity for KeyCorp are dividends from KeyBank and the proceeds from the issuance of debt and capital securities. KeyCorp has sufficient liquidity when it can service its debt; support customary corporate operations and activities (including acquisitions); support occasional guarantees of subsidiaries’ obligations in transactions with third parties at a reasonable cost, in a timely manner, and without adverse consequences; and fund capital distributions in the form of dividends and share buybacks. We use a parent cash coverage months metric as the primary measure to assess parent company liquidity. The parent cash coverage months metric measures the number of months into the future where projected obligations 35 Table of contents can be met with the current quantity of liquidity. We generally issue term debt to supplement dividends from KeyBank to manage our liquidity position at or above our targeted levels. The parent company generally maintains cash and short-term investments in an amount sufficient to meet projected debt maturities and dividends for the next 24 months. At June 30, 2026, KeyCorp held $5.3 billion in cash and short-term investments, which we projected to be sufficient to meet our projected obligations, including the repayment of our maturing debt obligations for the periods prescribed by our risk tolerance. Typically, KeyCorp meets its liquidity requirements through regular dividends from KeyBank, supplemented with the proceeds from term debt issuances. 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 two previous calendar years and for the current year, up to the date of dividend declaration. During the second quarter of 2026, KeyBank paid $600 million in cash dividends to KeyCorp. As of June 30, 2026, KeyBank had regulatory capacity to pay $797 million in dividends to KeyCorp without prior regulatory approval. During the second quarter, there were no notes issued under the Medium-Term Note (“MTN”) Program. Effective June 10, 2026, a new MTN Program was established, which has $15.0 billion available for issuance as of June 30, 2026. There were no bank note issuances during the second quarter. At June 30, 2026, there is $20.0 billion available for issuance under the KeyBank Bank Note Program. Our liquidity position and recent activity Our liquid asset portfolio, which includes overnight and short-term investments, as well as unencumbered, high quality liquid securities held as protection against a range of potential liquidity stress scenarios, continues to exceed the amount that we estimate would be necessary to manage through an adverse liquidity event by providing sufficient time to develop and execute a longer-term solution. From time to time, KeyCorp or KeyBank may seek to retire, repurchase, or exchange outstanding debt, capital securities, preferred shares, or common shares through cash purchase, privately negotiated transactions or other means. Additional information on repurchases of Common Shares by KeyCorp is included in Part II, Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities beginning on page 48 of our 2025 Form 10-K and Part II, Item 2 of this report. Such transactions depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, regulatory requirements, and other factors. The amounts involved may be material, individually or collectively. The Consolidated Statements of Cash Flows summarize our sources and uses of cash by type of activity for the six-month periods ended June 30, 2026, and June 30, 2025. For more information regarding liquidity governance structure, management of liquidity risk at KeyBank and KeyCorp, long-term liquidity strategies, and other liquidity programs, see “Liquidity Risk Management” beginning on page 82 of our 2025 Form 10-K as well as the disclosure included in Part II, Item 1A. “Risk Factors” of this report. Credit risk management Credit risk is the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Like other financial services institutions, we make loans, extend credit, distribute credit risk, purchase securities, provide financial and payments products, and enter into financial derivative contracts, all of which have related credit risk. Credit policy, approval, and evaluation We manage credit risk exposure through a multifaceted program. The Credit Risk Committee recommends Significant Level 1 credit policies to the Board Risk Committee for approval. These policies are communicated throughout the organization to foster a consistent approach to granting credit. Our credit risk management team and certain individuals within our lines of business, to whom credit risk management has delegated limited credit authority, are responsible for credit approval. Individuals with assigned 36 Table of contents credit authority are authorized to grant exceptions to credit policies. It is not unusual to make exceptions to established policies when mitigating circumstances dictate, however, a corporate level tolerance has been established to keep exceptions at an acceptable level based upon portfolio and economic considerations. Our credit risk management team uses risk models to evaluate consumer loans. These models, known as scorecards, forecast the probability of serious delinquency and default for an applicant. The scorecards are embedded in the application processing system, which allows for real-time scoring and automated decisions for many of our products. We periodically validate the loan scoring processes. We maintain an active concentration management program to mitigate concentration risk in our credit portfolios. For individual obligors, we employ a sliding scale of exposure, known as hold limits, which is dictated by the type of loan and strength of the borrower. Allowance for loan and lease losses We estimate the appropriate level of the ALLL on at least a quarterly basis. The methodology used is described in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Allowance for Loan and Lease Losses” beginning on page 109 of our 2025 Form 10-K. Briefly, the ALLL estimate uses various models and estimation techniques based on our historical loss experience, current borrower characteristics, current economic conditions, reasonable and supportable forecasts, and other relevant factors. The ALLL at June 30, 2026, represents our best estimate of the lifetime expected credit losses inherent in the loan portfolio at that date. As shown in Figure 26, our ALLL from continuing operations increased by $18 million, or 1.3%, from December 31, 2025. The increase in the ALLL from continuing operations primarily reflects the addition of qualitative reserves to account for elevated economic uncertainty driven by geopolitical tensions and potential downside risks from energy price volatility. These increases were partially offset by continued improvement in the commercial portfolio mix. The commercial ALLL increased by $29 million, or 2.7%, from December 31, 2025, through June 30, 2026. Our consumer ALLL decreased $11 million, or 3.2%, from December 31, 2025, through June 30, 2026. Refer to Note 4 (“Asset Quality”) within this report for further discussion of changes in the ALLL. Figure 26. Allocation of the Allowance for Loan and Lease Losses June 30, 2026 December 31, 2025 Dollars in millions Amount Percent ofAllowance toTotal Allowance Percent ofLoan Type toTotal Loans Amount Percent ofAllowance toTotal Allowance Percent ofLoan Type toTotal Loans Commercial and industrial $ 805 55.7 % 56.8 % $ 745 52.2 % 54.1 % Commercial real estate: Commercial mortgage 242 16.7 12.7 252 17.6 12.9 Construction 37 2.6 2.6 55 3.9 2.7 Total commercial real estate loans 279 19.3 15.3 307 21.5 15.6 Commercial lease financing 23 1.6 1.8 26 1.8 2.1 Total commercial loans 1,107 76.6 73.9 1,078 75.5 71.8 Real estate — residential mortgage 67 4.7 16.5 66 4.6 17.6 Home equity loans 48 3.3 4.9 52 3.7 5.3 Other consumer loans 142 9.8 3.9 149 10.5 4.4 Credit cards 81 5.6 0.8 82 5.7 0.9 Total consumer loans 338 23.4 26.1 349 24.5 28.2 Total ALLL — continuing operations (a) $ 1,445 100.0 % 100.0 % $ 1,427 100.0 % 100.0 % (a)Excludes allocations of the ALLL related to the discontinued operations of the education lending business in the amount of $9 million at June 30, 2026, and $11 million at December 31, 2025. Net loan charge-offs Figure 27 shows the trend in our net loan charge-offs by loan type, while the composition of loan charge-offs and recoveries by type of loan is presented in Figure 29. Figure 28 shows the ratios of net charge-offs by loan category as a percentage of the respective average loan balance. Net loan charge-offs for the three months ended June 30, 2026, increased $13 million compared to the year-ago quarter. 37 Table of contents Figure 27. Net Loan Charge-offs (Recoveries) from Continuing Operations 2026 2025 Dollars in millions Second First Fourth Third Second Commercial and industrial $ 75 $ 80 $ 62 $ 66 $ 75 Commercial real estate: Commercial mortgage 19 1 19 27 5 Construction — — — — — Total commercial real estate loans 19 1 19 27 5 Commercial lease financing 1 — 4 — 2 Total commercial loans 95 81 85 93 82 Real estate — residential mortgage — (1) — (1) (1) Home equity loans — — — — (1) Other consumer loans 11 13 12 13 11 Credit cards 9 8 7 9 11 Total consumer loans 20 20 19 21 20 Total net loan charge-offs $ 115 $ 101 $ 104 $ 114 $ 102 Figure 28. Net Loan Charge-offs (Recoveries) to Average Loans from Continuing Operations 2026 2025 Dollars in millions Second First Fourth Third Second Commercial and industrial 0.48 % 0.55 % 0.43 % 0.46 % 0.54 % Commercial real estate: Commercial mortgage 0.55 0.03 0.56 0.78 0.18 Construction — — — 0.04 — Total commercial real estate loans 0.46 0.02 0.46 0.66 0.15 Commercial lease financing 0.05 0.01 0.73 0.03 0.27 Total commercial loans 0.46 0.42 0.44 0.49 0.44 Real estate — residential mortgage (0.01) (0.02) (0.01) (0.01) (0.02) Home equity loans 0.02 — 0.05 (0.04) (0.02) Other consumer loans 1.02 1.16 0.96 0.98 0.92 Credit cards 3.98 3.77 3.44 4.00 4.24 Total consumer loans 0.27 0.28 0.26 0.26 0.25 Total net loan charge-offs to average loans 0.42 % 0.38 % 0.39 % 0.42 % 0.39 % 38 Table of contents Figure 29. Summary of Loan and Lease Loss Experience from Continuing Operations Three months ended June 30, Six months ended June 30, Dollars in millions 2026 2025 2026 2025 Average loans outstanding $ 110,072 $ 105,715 $ 108,911 $ 105,039 Allowance for loan and lease losses at beginning of period $ 1,449 $ 1,429 $ 1,427 $ 1,409 Loans charged off: Commercial and industrial $ 84 $ 94 $ 174 $ 156 Commercial real estate: Commercial mortgage 20 6 21 42 Construction — — — — Total commercial real estate loans(a) 20 6 Commercial lease financing 1 2 1 2 Total commercial loans 105 102 196 200 Real estate — residential mortgage 1 — 1 1 Home equity loans — — 1 1 Other consumer loans 14 13 29 27 Credit cards 11 12 21 24 Total consumer loans 26 25 52 53 Total loans charged off 131 127 248 253 Recoveries: Commercial and industrial 9 19 19 29 Commercial real estate: Commercial mortgage 1 1 1 1 Construction — — — — Total commercial real estate loans(a) 1 1 1 1 Commercial lease financing — — — — Total commercial loans 10 20 20 30 Real estate — residential mortgage 1 1 2 2 Home equity loans — 1 1 2 Other consumer loans 3 2 5 4 Credit cards 2 1 4 3 Total consumer loans 6 5 12 11 Total recoveries 16 25 32 41 Net loan charge-offs (115) (102) (216) (212) Provision (credit) for loan and lease losses 111 119 234 249 Allowance for loan and lease losses at end of period $ 1,445 $ 1,446 $ 1,445 $ 1,446 Liability for credit losses on lending-related commitments at beginning of period $ 296 $ 278 $ 313 $ 290 Provision (credit) for losses on lending-related commitments (19) 19 (36) 7 Other — — — — Liability for credit losses on lending-related commitments at end of period(b) $ 277 $ 297 $ 277 $ 297 Total allowance for credit losses at end of period $ 1,722 $ 1,743 $ 1,722 $ 1,743 Net loan charge-offs to average total loans 0.42 % 0.39 % 0.40 % 0.41 % Allowance for loan and lease losses to period-end loans 1.31 1.36 1.31 1.36 Allowance for credit losses to period-end loans 1.56 1.64 1.56 1.64 Allowance for loan and lease losses to nonperforming loans 178.6 207.8 178.6 207.8 Allowance for credit losses to nonperforming loans 212.9 250.4 212.9 250.4 Discontinued operations — education lending business: Loans charged off $ — $ 1 $ 1 $ 1 Recoveries — — — — Net loan charge-offs $ — $ (1) $ (1) $ (1) (a)See Figure 10 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial real estate loan portfolio. (b)Included in "Accrued expense and other liabilities" on the balance sheet. 39 Table of contents Nonperforming assets Figure 30 shows the composition of our nonperforming assets. As shown in Figure 30, nonperforming assets at June 30, 2026, increased $191 million from December 31, 2025. The increase was driven by idiosyncratic exposures within select commercial and industrial industries and multifamily real estate. Management does not view this activity as indicative of broader credit deterioration, and these exposures are actively managed and appropriately reserved. See Note 1 (“Summary of Significant Accounting Policies”) of our 2025 Form 10-K under the headings “Nonperforming Loans,” “Impaired Loans,” and “Allowance for Loan and Lease Losses” for a summary of our nonaccrual and charge-off policies. Figure 30. Summary of Nonperforming Assets and Past Due Loans from Continuing Operations Dollars in millions June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 Commercial and industrial $ 358 $ 284 $ 256 $ 253 $ 280 Commercial real estate: Commercial mortgage 256 190 157 214 226 Construction — — — — — Total commercial real estate loans(a) 256 190 157 214 226 Commercial lease financing 6 6 7 — — Total commercial loans(b) 620 480 420 467 506 Real estate — residential mortgage 100 115 104 98 95 Home equity loans 79 76 80 82 84 Other consumer loans 4 4 4 4 4 Credit cards 6 7 7 7 7 Total consumer loans 189 202 195 191 190 Total nonperforming loans 809 682 615 658 696 OREO 9 10 9 10 11 Nonperforming loans held for sale — — 3 — — Other nonperforming assets — — — — — Total nonperforming assets $ 818 $ 692 $ 627 $ 668 $ 707 Accruing loans past due 90 days or more $ 85 $ 153 $ 99 $ 110 $ 74 Accruing loans past due 30 through 89 days 138 137 220 254 266 Nonperforming assets from discontinued operations — education lending business 1 2 2 2 2 Nonperforming loans to period-end portfolio loans 0.73 % 0.62 % 0.58 % 0.62 % 0.65 % Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets 0.74 0.63 0.59 0.63 0.66 (a)See Figure 10 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial real estate loan portfolio. (b)See Figure 9 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial loan portfolio. Figure 31 shows the activity that caused the change in our nonperforming loan balance during each of the last five quarters. Figure 31. Summary of Changes in Nonperforming Loans from Continuing Operations 2026 2025 Dollars in millions Second First Fourth Third Second Balance at beginning of period $ 682 $ 615 $ 658 $ 696 $ 686 Loans placed on nonaccrual status 365 253 248 210 233 Charge-offs (131) (117) (124) (140) (127) Loans sold (33) (2) (7) (13) — Payments (38) (37) (124) (68) (74) Transfers to OREO (1) (1) (1) (1) (1) Loans returned to accrual status (35) (29) (35) (26) (21) Balance at end of period $ 809 $ 682 $ 615 $ 658 $ 696 Operational and compliance risk management Like all businesses, we are subject to operational risk, which is the risk of loss resulting from human error or malfeasance, inadequate or failed internal processes and systems, and external events. These events include, among other things, threats to our cybersecurity, as we are reliant upon information systems and the internet to conduct our business activities. Operational risk intersects with compliance risk, which is the risk of loss from violations of, or noncompliance with, laws, rules and regulations, prescribed practices, and ethical standards. Under the Dodd-Frank Act, large financial companies like Key are subject to heightened prudential standards and regulation. This heightened level of regulation has increased our operational risk. While operational and compliance 40 Table of contents risk are separate risk disciplines in KeyCorp’s ERM framework, losses and/or additional regulatory compliance costs are included in operational loss reporting and could take the form of explicit charges, increased operational costs, or harm to our reputation. We seek to mitigate operational risk through identification and measurement of risk, alignment of business strategies with risk appetite and tolerance, and a system of internal controls and reporting. We continuously strive to strengthen our system of internal controls to improve the oversight of our operational risk and to ensure compliance with laws, rules, and regulations. For example, an operational event database tracks the amounts and sources of operational risk and losses. This tracking mechanism helps to identify weaknesses and to highlight the need to take corrective action. We also rely upon software programs designed to assist in assessing operational risk and monitoring our control processes. This technology has enhanced the reporting of the effectiveness of our controls to senior management and the Board. The Operational Risk Management Program provides the framework for the structure, governance, roles, and responsibilities, as well as the content, to manage operational risk for Key. The Compliance Risk Management Program serves the same function in managing compliance risk for Key. The Operational Risk Committee and the Compliance Risk Committee support the ERM Committee by identifying early warning events and trends, escalating emerging risks, and discussing forward-looking assessments. Both the Operational Risk Committee and the Compliance Risk Committee include attendees from each of the Three Lines of Defense. Primary responsibility for managing and monitoring internal control mechanisms lies with the managers of our various lines of business. The Operational Risk Committee and Compliance Risk Committee are senior management committees that oversee our level of operational and compliance risk and direct and support our operational and compliance infrastructure and related activities. These committees and the Operational Risk Management and Compliance Risk Management functions are an integral part of our ERM Program. Our Internal Audit function regularly assesses the overall effectiveness of our Operational Risk Management and Compliance Risk Management Programs and our system of internal controls. Internal Audit reports the results of reviews on internal controls and systems to senior management and the Audit Committee and updates the Risk Committee, as appropriate, on matters related to the oversight of these controls. Cybersecurity For information on our cybersecurity risk management and governance practices, please see Item 1C. Cybersecurity beginning on page 44 of our 2025 Form 10-K. GAAP to Non-GAAP Reconciliations Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, nor as a substitute for analyses of results as reported under GAAP. The tangible common equity ratio and the return on tangible common equity ratio have been a focus for some investors, and management believes that these ratios may assist investors in analyzing Key’s capital position without regard to the effects of intangible assets and preferred stock. Since analysts and banking regulators may assess our capital adequacy using tangible common equity, we believe it is useful to enable investors to assess our capital adequacy on these same bases. 41 Table of contents Three months ended Six months ended Dollars in millions 6/30/2026 3/31/2026 12/31/2025 9/30/2025 6/30/2025 6/30/2026 6/30/2025 Net interest income (GAAP) $ 1,250 $ 1,222 $ 1,215 $ 1,184 $ 1,141 $ 2,472 $ 2,237 Add: Taxable-equivalent adjustment 8 8 8 9 9 16 18 Noninterest income (GAAP) 706 723 782 702 690 1,429 1,358 Less: Noninterest expense (GAAP) 1,217 1,181 1,241 1,177 1,154 2,398 2,285 Pre-provision net revenue from continuing operations (non-GAAP) $ 747 $ 772 $ 764 $ 718 $ 686 $ 1,519 $ 1,328 Net income (loss) attributable to Key common shareholders (GAAP) $ 473 $ 486 $ 475 $ 453 $ 389 $ 959 $ 758 Average Key shareholders’ equity (GAAP) $ 19,947 $ 20,392 $ 20,388 $ 19,664 $ 19,268 $ 20,169 $ 18,952 Less: Intangible assets (average) 2,756 2,758 2,762 2,767 2,772 2,757 2,774 Preferred stock (average) 2,500 2,500 2,500 2,500 2,500 2,500 2,500 Average tangible common equity (non-GAAP) (A) $ 14,691 $ 15,134 $ 15,126 $ 14,397 $ 13,996 $ 14,912 $ 13,678 Key shareholders’ equity (GAAP) $ 19,798 $ 19,987 $ 20,381 $ 20,102 $ 19,484 Less: Intangible assets 2,755 2,757 2,760 2,765 2,770 Preferred stock (a) 2,446 2,446 2,446 2,446 2,446 Tangible common equity (non-GAAP) (B) $ 14,597 $ 14,784 $ 15,175 $ 14,891 $ 14,268 Total assets (GAAP) $ 191,317 $ 188,663 $ 184,381 $ 187,409 $ 185,499 Less: Intangible assets 2,755 2,757 2,760 2,765 2,770 Tangible assets (non-GAAP) (C) $ 188,562 $ 185,906 $ 181,621 $ 184,644 $ 182,729 Tangible common equity to tangible assets ratio (non-GAAP) (B/C) 7.7 % 8.0 % 8.4 % 8.1 % 7.8 % Income (loss) from continuing operations attributable to Key common shareholders (GAAP) (D) $ 472 $ 486 $ 474 $ 454 $ 387 $ 958 $ 757 Return on average tangible common equity from continuing operations (non-GAAP) (D/A) 12.9 % 13.0 % 12.4 % 12.5 % 11.1 % 13.0 % 11.2 % (a)Net of capital surplus. Adjusted noninterest expense and adjusted noninterest income are non-GAAP measures in that they are adjusted to exclude the impact of significant or unusual items. Management believes adjusting for significant or unusual items provide investors with useful information to gain a better understanding of ongoing operations and enhance comparability of results with prior periods, as well as demonstrate the effects of the financial impacts related to those selected items. Three months ended Six months ended Dollars in millions 6/30/2026 3/31/2026 12/31/2025 9/30/2025 6/30/2025 6/30/2026 6/30/2025 Adjusted noninterest expense Noninterest expense (GAAP) $ 1,217 $ 1,181 $ 1,241 $ 1,177 $ 1,154 $ 2,398 $ 2,285 Adjustments: FDIC special assessment (other expense) — — 21 5 — — — Adjusted noninterest expense (non-GAAP) $ 1,217 $ 1,181 $ 1,262 $ 1,182 $ 1,154 $ 2,398 $ 2,285 Critical Accounting Policies and Estimates Our business is dynamic and complex. Consequently, we must exercise judgment in choosing and applying accounting policies and methodologies. These choices are critical – not only are they necessary to comply with GAAP, they also reflect our view of the appropriate way to record and report our overall financial performance. All accounting policies are important, and all policies described in Note 1 (“Summary of Significant Accounting Policies”) beginning on page 91 of our 2025 Form 10-K should be reviewed for a greater understanding of how we record and report our financial performance. Note 1 (“Basis of Presentation and Accounting Policies”) of this report should also be reviewed for more information on accounting standards that have been adopted during the period. In our opinion, some accounting policies are more likely than others to have a critical effect on our financial results and to expose those results to potentially greater volatility. These policies apply to areas of relatively greater business importance, or require us to exercise judgment and to make assumptions and estimates that affect amounts reported in the financial statements. Because these assumptions and estimates are based on current circumstances, they may prove to be inaccurate, or we may find it necessary to change them. We rely heavily on the use of judgment, assumptions, and estimates to make a number of core decisions, including accounting for the ALLL and assets and liabilities that involve valuation methodologies. In addition, we may employ outside valuation experts to assist us in determining fair values of certain assets and liabilities. A brief discussion of each of these areas appears on pages 91 through 95 of our 2025 Form 10-K. During the three and six months ended June 30, 2026, we did not significantly alter the manner in which we applied our critical accounting policies or developed related assumptions and estimates. 42 Table of contents Accounting and Reporting Developments Accounting Guidance Pending Adoption at June 30, 2026 Standard Required Adoption Description Effect on Financial Statements or Other Significant Matters ASU 2024-03 and ASU 2025-01 Income Statement— Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220-40) January 1, 2027 Early adoption is permitted. The guidance requires public companies disclose additional information about certain types of costs and expenses. The guidance could be applied on a prospective or retrospective basis. The guidance is not expected to have a material impact on Key’s disclosures. ASU 2025-08 Financial Instruments—Credit Losses (Topic 326): Purchased Loans January 1, 2027 Early adoption is permitted. This guidance expands the types of acquired financial assets that must use the gross‑up approach under ASC 326. Certain non‑PCD loans considered “seasoned” are now accounted for using the gross‑up approach at acquisition. All non‑PCD loans acquired in a business combination are considered “seasoned” and other acquired loans are considered “seasoned” if they were purchased at least 90 days after origination and the acquirer did not originate the loans. This guidance must be applied prospectively to loans that are acquired on or after the initial application date. Adoption of this ASU will impact our financial condition and results of operations on a prospective basis only when loans are acquired. ASU 2025-09 Derivatives and Hedging (Topic 815) Hedge Accounting Improvements January 1, 2027 Early adoption is permitted. The accounting update expands cash flow hedge accounting by allowing the grouping of forecasted transactions with similar risk exposures. It introduces a model that allows entities to hedge forecasted interest payments on certain variable rate debt using simplified assumptions. The guidance also broadens hedge accounting for nonfinancial forecasted transactions, permitting eligible components of spot and forward purchases or sales to be designated as hedged risks. The amendments update hedge accounting for net written options to better reflect changes in interest rate markets proceeding the discontinuation of LIBOR. Further, this new guidance improves accounting for dual hedge strategies involving foreign currency debt by eliminating recognition mismatches and better reflecting the economics of combined interest rate and foreign exchange risk management. The guidance should be applied on a prospective basis. We will early adopt this guidance in 2026 and do not expect it to have a material impact on our financial condition or results of operations. ASU 2025-06 - Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40) January 1, 2028 Early adoption permitted. The guidance revises the accounting for internal-use software by replacing prescriptive development stage guidance with a principle-based capitalization threshold. Entities are required to begin capitalizing costs when management commits funding and it is probable the software will be completed and used as intended. This guidance may be applied on a prospective, retrospective or modified retrospective basis. Key is currently evaluating the impact of this guidance on its financial condition and results of operations. 43 Table of contents