KEYCORP /NEW/

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

(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.

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

(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.