KEYCORP /NEW/
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 4, 2026
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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.
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.
Figure 19. Capital Components and Risk-Weighted Assets
| Dollars in millions · June 30, 2026 · December 31, 2025 | ||||
|---|---|---|---|---|
| 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.
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