Good morning, and welcome to KeyCorp Third Quarter 2025 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question and answer session. If you would like to ask a question, please press star followed by one on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the conference over to Brian Mauney, KeyCorp Director of Investor Relations. Please go ahead. Brian Ma

Good morning, everyone. I'd like to thank you for joining KeyCorp's third quarter 2025 earnings conference call. I am here with Chris Gorman, our Chairman and Chief Executive Officer, Clark Khayat, our Chief Financial Officer, and Mohit Ramani, our Chief Risk Officer. As usual, we will reference our earnings presentation slides which can be found in the Investor Relations section of the key.com website. At the back of the presentation, you will find our statement on forward-looking disclosures and certain financial measures, including non-GAAP measures. This covers our earnings materials as well as remarks made on this morning's call. Actual results may differ materially from forward-looking statements and those statements speak only as of today, 10/16/2025, and will not be updated. With that, I will turn it over to Chris.

Thank you, Brian, and good morning, everyone. Our third quarter results reflect the steady progress we continue to make in achieving higher levels of both profitability and returns. We reported earnings per share of 41¢. Additionally, return on assets surpassed 1%. Pre-provision net revenue was up $33 million quarter over quarter or 5%, marking the sixth straight quarter of improving PPNR. Revenues, adjusting for last year's securities portfolio repositioning, grew 17%. While revenues continue to increase as a result of our clearly defined net interest income tailwinds, we also continue to differentiate ourselves with respect to fee income, which was up high single digits compared to 2024, for both the quarter and on a year-to-date basis. Net interest income continues to benefit from strong business dynamics across both deposits and loans. Deposit balances were up while the cost of deposits was down this quarter. With respect to loans, we continue to remix the portfolio from low-yielding consumer mortgages into relationship C&I loans with healthy risk-adjusted returns. We achieved a 2.75% NIM in the quarter, reaching our year-end target one quarter ahead of schedule. Asset quality metrics continued to trend in a positive direction, with NPAs and criticized loans declining while net charge-offs were relatively stable. Our net charge-off ratio year-to-date is squarely within our full-year target range of 40 to 45 basis points. As it pertains to the two recent bankruptcies making headlines in the auto industry, we have no direct exposure. Finally, we continue to build upon our peer-leading capital ratios, with reported CET1 approaching 12% at quarter-end. This excess capital provides us with both flexibility and optionality as we move forward. Franchise momentum continues to accelerate. Relationship households and commercial clients both continue to grow at about 2% this year. In wealth, assets under management reached a record $68 billion. Additionally, sales production in our mass affluent segment also set a record this quarter. Since we launched this business in 2023, we have added 50,000 households, $3 billion of AUM, and over $6 billion of total client assets to Key. Commercial pipelines are higher, nearly double the levels from one year ago. Investment banking pipelines are also up meaningfully from prior periods, particularly our M&A pipeline, which has a multiplier effect as advisory assignments often drive additional ancillary business. We raised a robust $50 billion in capital on behalf of our clients in the third quarter, retaining 15% on our balance sheet. Assuming market conditions remain favorable, we would anticipate that our fourth quarter fees would be similar to last year's fourth quarter, which was one of our best quarters on record. We remain on track to deliver our second-best year in investment banking in our history. In commercial payments, fee-equivalent revenue continues to grow in the high single-digit range, reflecting our focus and commitment to helping our clients run their businesses better every day. As we enjoy this broad-based momentum, we continue to invest in relationship bankers, client advisers, and our technology platforms. We remain on track to increase our frontline staff by approximately 10% this year. We are already seeing good production volumes from many of these recent hires, and broadly expect to see payback from all of our hires over the next twelve to eighteen months. Before I turn it over to Clark, I want to briefly cover the medium-term targets that we disclosed a few weeks ago in our investor presentation that is available for you to review on our website. We believe we can achieve a return on tangible common equity of 15% or better on a run-rate basis by 2027. Let me outline the building blocks to achieving those returns. First of all, by improving NIM by another 50 basis points, to 3.25% or better, with half of it coming from the mechanical lift of fixed asset repricing, the rest coming from strong execution in our businesses by continuing to focus on primacy and generating relationship lending opportunities. Secondly, by continuing to compound our fee advantages, leveraging our proven ability to broaden and monetize client relationships. Third, by maintaining our expense discipline, including ongoing continuous improvement initiatives that are part of our DNA. And lastly, through share repurchases in the ordinary course of business that maintain our CET1 ratios at our current relatively high levels. To this end, consistent with my comments last quarter that we would crawl, walk, run when it comes to share buybacks, we expect to be back in the open market repurchasing approximately $100 million of common stock in the fourth quarter. To be clear, we believe the path to 15% has low execution risk, as we continue to deliver against our compelling organic growth plan. Given our current excess capital position, we could accelerate our trajectory and improve returns through incremental share repurchases and/or more balance sheet restructurings. The 15% should not be viewed as a final goal, but rather an important milestone on our journey to achieving higher levels of both sustainable profitability and returns for our shareholders. In summary, I am proud of our results this quarter, contributing to what will be a record revenue year in 2025. We are currently in the midst of our budget process, and we'll have more to say on 2026 at year-end. But with our strong trajectory and healthy pipelines, I believe we are well-positioned to drive another year of outsized revenue and earnings growth in 2026. With that, I'll turn it over to Clark to review the quarter's financial results in greater detail.

Thanks, Chris. Starting on Slide five. Our third quarter results reflect strong performance and continued momentum across the company. As a reminder, last year's third quarter results were impacted by securities portfolio repositioning. As such, all comparisons are on an adjusted basis. Revenue was up 17% year over year, while expenses increased 7%. Tax equivalent net interest income was up 4% sequentially, primarily driven by commercial loan and low-cost client deposit growth. Noninterest income increased 8% year over year, again growing a little faster than expenses this quarter. Loan loss provision of $107 million included net charge-offs of $114 million or 42 basis points of average loans, offset by a modest reserve release primarily due to the reductions in NPAs and criticized loans this quarter. Tangible book value per share increased 4% sequentially and 14% year over year. Finally, we are pleased to have received a one-notch upgrade to both our long and short-term ratings from Fitch this quarter, with our senior unsecured debt now rated A minus. We also continue to maintain a positive outlook with Moody's. Moving to the balance sheet on slide six. Average loans increased by $5 billion sequentially, reflecting a 2% increase in C&I loans, and a modest increase in CRE loans, partially offset by planned runoff of about $600 million of low-yielding consumer loans. On a spot basis, C&I loans grew by $700 million led by new relationships to Key. Most of the growth came from the power and utility sector and in middle market broadly across sectors and regions. Line utilization decreased approximately 1% sequentially to 31%, driven largely by an increase in commitments to large corporate clients. Draws were roughly flat from the second quarter. In middle market, we saw utilization rates increase about 50 basis points. Turning to Slide seven. Average deposits grew 2% and period-end deposits grew 3% sequentially, primarily driven by growth with commercial clients. Average consumer deposits excluding CDs grew 1%. Average non-interest-bearing deposits grew 2% sequentially and remained stable at 19% of total deposits or 23% when adjusted for our hybrid accounts. Total deposit cost declined by two basis points to 1.97%. Our cumulative interest-bearing beta remained at about 55% through the third quarter, in line with up betas. We've been able to get a little more aggressive than we expected due to our lower loan-to-deposit ratio as we entered the year, the ongoing remixing of loans from consumer to commercial, which limits our incremental funding needs, and that the markets we operate in have to date generally remained pretty rational from a competition standpoint. Overall, interest-bearing funding costs declined by eight basis points, resulting in a cumulative interest-bearing funding beta of 74%. Slide eight provides drivers of NII and NIM this quarter. Tax equivalent NII was up 4% sequentially, primarily driven by continued balance sheet optimization effort. We grew relationship commercial loans at relatively stable spreads to the existing book, as well as low-cost client deposits while running off lower-yielding consumer loans and higher-cost long-term debt and other wholesale borrowing. NII also benefited from an additional day in the quarter. We achieved our year-end net interest margin goal a quarter early with NIM increasing nine basis points sequentially to 2.75%. I'll discuss our outlook shortly, but we currently expect NII and NIM to grow modestly in the fourth quarter off of the third quarter. Our balance sheet is positioned to be fairly neutral to additional Fed rate cuts in the short term. Turning to Slide nine, adjusted non-interest income increased 8% year over year and included a Visa-related settlement charge of approximately $8 million. Investment banking and debt placement fees were $184 million, an increase of 8% year over year. Year to date, investment banking and debt placement fees are up 15%. The strong quarter was driven by broad-based debt and equity capital markets activity. Middle market M&A volumes across the industry remain tepid. Although, as Chris mentioned, we began to see an encouraging pickup in strategic dialogue among our clients over the past month and our M&A pipelines are up materially from where they were last quarter. Trust and investment services income grew 7% year over year, reflecting higher market values and positive net flows. Assets under management reached a new record high of $68 billion. Commercial mortgage servicing fees were $73 million, remaining near historic highs. Our active special servicing balances remained elevated at over $11 billion, up 48% compared to the prior year. We would expect to see these fees decline in the fourth quarter to the $60 million to $65 million range, reflecting the impact of lower Fed funds rates and successful resolutions within our active special servicing book. Our service charges and corporate service fees increased roughly 124% year over year, respectively. The increase in service charges was largely driven by continued momentum in commercial payments, which overall grew fee-equivalent revenue at a high single-digit rate. Corporate services income is driven by loan and derivatives client activity. On Slide 10, third quarter non-interest expenses of $1.2 billion increased 2% from the prior quarter and 7% year over year. Year over year expense growth was primarily driven by higher personnel expense related to increases in headcount, mainly in the frontline producers that Chris mentioned, and higher incentive compensation attributable to the strong fee environment and the impact from Key's higher stock price. Non-personnel expenses rose modestly as we made an $8 million contribution to our charitable foundation during the quarter. Business services and professional fees and computer processing costs also rose slightly, reflecting technology-related investments. Consistent with our prior guidance, we expect expenses to increase again in the fourth quarter, reflecting continued hiring and technology investments, anticipated growth in noninterest income and client activity, and other year-end seasonality factors. As shown on slide 11, credit quality is relatively stable to improving. Net charge-offs were $114 million, an annualized 42 basis points of average loans. Year to date net charge-offs of 41 basis points are squarely within our full-year target range of 40 to 45 basis points. Nonperforming assets declined by 6% sequentially and the NPA ratio improved by three basis points to 63 basis points. Criticized loans declined by about another $200 million or 3%, sequentially. Turning to Slide 12, our CET1 ratio was 11.8% at quarter-end driven by net earnings generation. Our marked CET1 ratio, which includes unrealized AFS and pension losses, increased by about 30 basis points to 10.3%. We believe both ratios continue to be at or near the top of the peer group. Given our marked CET1 increasing comfortably above the top end of our target, we plan to be active in repurchasing roughly $100 million of our shares in the fourth quarter. And continue, as previously stated, in 2026. Moving to Slide 13, we are increasing our full-year and exit rate guidance following the strong third quarter results as we now have good line of sight in how the fourth quarter is shaping up. As a reminder, this guidance holds across a range of potential yield curve environments over the course of the fourth quarter. We now expect full-year net interest income growth of about 22%, at the high end of the previously guided 20% to 22% range. In conjunction, our fourth quarter exit rate NII should grow 13% or more compared to 2024. Assuming a fairly flat balance sheet in the fourth quarter compared to the third, this implies a fourth quarter NIM in the 2.75% to 2.8% range. We expect fees to grow between 5-6%. We believe we can land towards the higher end of this range, assuming we see some pull-through of our improved M&A pipelines prior to year-end as currently expected, and market conditions remain favorable. As we previously mentioned, we expect full-year expenses to fall within the middle of the range we provided at the beginning of the year, or approximately 4%. We expect our GAAP tax rate to come in around 22% in the fourth quarter. For the full year, we currently expect the GAAP and tax equivalent effective rates to land at approximately 21-22%, respectively, both toward the better end of the previously guided ranges. Our other guidance remains unchanged. In summary, subject to the usual macro caveats, we expect to maintain our strong momentum through the fourth quarter, which would result in record revenue in 2025, fee-based operating leverage of greater than 100 basis points, and north of 10% positive operating leverage overall. With that, I'll now turn the call back to the operator to provide instructions for the Q&A session.

Thank you. If you would like to ask a question, please press star followed by 1. If your question has been answered or you wish to remove your question, please press star followed by 2. Again, to ask a question, press star 1. If you are using a speakerphone, please pick up your handset before asking your question. Our first question comes from the line of Manan Gosalia with Morgan Stanley. Manan, your line is now open.

Hi. Good morning, Chris, Clark. Good morning. Appreciate the timing and detail related to the 15% RoTCE goal and the 3.25% plus NIM targets. I guess a two-part question here. First, can you provide a little bit more detail on the drivers to get to that 15% plus roughly target? And second, you do have some peers who are targeting close to a 16 to 19% RoTCE over a similar time frame. Chris, I know you noted that 15% plus is not the final goal, but maybe help us understand why the RoTCE can't be higher in the medium term. Thanks.

Sure. Hey, Manan. It's Clark. I'll take that. So first, just to reiterate what you just said, which is Chris's point that the 15% is a stop and not the destination. So I think that's an important element here. Let me get at both the ROTCE target we set out and I'll include in that the NIM since that's a big driver, obviously, of the numerator. And if we start there, you're talking about the NIM moving up about 50 basis points over that timeframe, that's meaningful moves. Obviously, we've started from a lower level than others and we're moving up nicely over the course of the last year. But if I look at that as a split between mechanical movement, fixed asset repricing, our securities book over time, in the swaps, and just as a note there, you'll see with forward starters coming on, something like $34 billion of swaps in the 3.8% to 3.9% range. So as rates come down, those will go from a slight negative carry today to a pretty strong benefit. So we feel very good about that position. And then that we think is about half of that gain, with the other half coming from continued strong organic activity. And I think that will be loan growth. We'll continue to focus on good strong commercial loan growth offsetting the runoff in consumers. So think about that as like a 2% pickup over time. We expect to continue to grow high-quality granular deposits, which we've been doing both in the commercial and the consumer space. And to manage the pricing on those deposits effectively. And I would say, a kind of 50s-ish beta over that timeframe not necessarily in any one quarter. But over that time frame is kind of what we would expect there. And I think those two pieces together get you to 50 basis points in that time frame. If you move to fees, we continue to see very strong growth across our high-priority fee capital markets, commercial payments, wealth, and commercial mortgage servicing. We would continue to invest in those and have. And so we expect that growth to continue through that timeframe. All of those, of course, have very strong ROTCEs and don't use up a lot of capital. So that benefits certainly the 15%. On the expense side, I think we have a pretty well-demonstrated ability to manage expenses effectively. We, of course, plan to continue doing that and using our continuous improvement activities to continue to fund meaningful and needed investments. Then on the provision side, feeling very good about credit quality and we think we'll continue to focus on high-quality borrowers where we can monetize those loans through our compelling seed platform. So all of that we think by that 2027 gets us a good portion of the way to the 15%. I would think about that in ROAs that are in line with or better than some peers, you know, north of 1.20% ROAs. So I think that's an important milestone for us as well. And then I think the second obvious piece here is the denominator, which is the capital base. As you are well aware, we have strong CET1 and marked CET1 today. In absolute and relative terms. And this analysis assumes we'll manage buybacks which as Chris said, we'll initiate again here in some size in the fourth quarter. To effectively our current marked levels, which are about 10.3. So maybe one or two additional comments here to just to frame this. And I think they're pretty important. So first, the 15% we see as low risk no real big swings in here. So this is running our business effectively. We're doing today. But we are high on the capital side, and we're gonna generate and are generating solid capital growth. So we have ample ability here to increase buybacks or to restructure to accelerate to our targeted balance sheet if that's what we need to do. Both of those speed up the 15% and they offer clear outperformance to that midterm milestone. We haven't decided sitting here today if we're going to pull those levers in addition to the buybacks we're already assuming, nor agree to which we would do it, if we choose to do it. So, again, we feel like it's a very good position to be in here. We could pull either or both of those levers deliver very strong returns on both the relative and absolute basis, and still be at or near the high end of our peer capital range. So just to dimension that, one more way, if we took our current mark capital at 10.3 we took that down to the peer level of 9.1, that would generate an additional 2% of our OTCE. So we can do that math. We can do that with continued solid business performance and some more aggressive capital management and could get comfortably past that 15 plus percent target.

And just to add to Clark's point, our current long-term goal for return on tangible common equity is 16% to 19%. We haven't updated that but I can tell you that when we do, it won't look much different than 16 to 19.

Got it. That's great. I really appreciate the fulsome response here. I guess a quick follow-up given that NIM is a big driver here. As we think about that 3.25% plus NIM, how do you think about rate cuts and the yield curve? Do you need to see a specific level of steepness in the curve to get there?

I don't think we do. I do think that kind of 50s-ish beta is the right way to think about it. And right now, that's just given the forward curve. Steepening might be true for most banks, but steepening obviously provides some additional benefit and we expect to see some of that coming through again in the forwards. A steeper curve said differently would, I think, benefit us more. But right now that really just relies on that kind of 50s-ish beta and the forward curve which does, again, have a little bit of steepening in it.

Got it. Thank you.

Our next question comes from the line of Ebrahim Poonawala with Bank of America. Ebrahim, your line is now open.

Good morning. Good morning. I guess hey, Chris. Just one quick question. First on bank M&A, we've seen some activity. I think there was some discussion around Key being involved in a recent transaction. And I think the concern that I've heard from investors is given your stock valuation the risk of significant tangible book dilution, and what that entails. And I think they'll just caution towards owning banks that are viewed as potential buyers of other banks. I would love for you to frame for us how you're thinking about bank M&A from a financial metrics perspective, and are you actively sort of just your appetite for doing with you? Thank you.

Well, thank you for the question. This is a topic that I know has gotten some discussion probably more than is warranted. So let me start off with talking a little bit about what our strategic focus is. And I think Clark just did a really great job of walking everyone through the pieces and parts of the step up in our return on tangible common equity. That's what we can control. That's what we are focused on. Obviously, as we build up our return on tangible common equity, we will get a multiple and have a currency that will put us in a good position if we ever wanted to transact at some point. So our real focus is this huge organic opportunity that's right in front of us that we have to execute on. That's how we can create the greatest value for our shareholders. Specifically as it relates to bank M&A that's pretty far down the capital priorities. Now let me kinda walk everyone through what our capital priorities are. First is to support our clients. I mentioned that we have a backlog that's two times today what it was just one year ago. We're gonna use our capital for our clients. Secondly, we are gonna pursue tuck-in deals in support of our targeted scale strategy. Those are really fee-based capabilities, really knowledge workers. I think we have a really good track record of being able to buy these relatively small businesses and plug them in and integrate them. We're gonna continue to do that. Obviously, we'll support the dividend at $0.205 a share. We now have sort of turned the valve open on share repurchases. I think Clark did a nice job of walking through. We clearly have in front of us some opportunity to work on our balance sheet a bit as we use without, frankly, using a lot of capital. For example, we have about $14 billion of 2%. So that's an opportunity for us. And then as it pertains specifically to bank M&A, it's a really tight screen that we would look at. First, it has to be absolutely on strategy. And there's not many banks that would check that. Secondly, it has to be a bank that has a culture that we think we can integrate into ours. We have a unique culture because we have a unique business model. And as you know, Ebrahim, as leading the integration of First Niagara, I sort of know what's involved in that. And that's not easy. That's actually the hard part. Then lastly, and important for this group for sure, it would have to check the box on a variety of important financial metrics. Inclusive of tangible book value dilution. So that's just broadly how I'm thinking about our strategy and sort of where inorganic growth fits in. Thanks for the question.

Got it. So sounds like unless someone gifted you a bank, the bar is extremely high for the deal. So thank you. Walking through that. Just on a separate question, Chris, you have a pretty good sense of just the capital markets, what's going on. Given the focus on this the exposure of banks to NDFIs, One, talk to us in terms of how you view the risk on your balance sheet. And the risk of the lack of visibility that the banks have when providing these warehouse facilities to nonbank providers.

Yeah. So let me talk about what within our NDFI portfolio and why at least from a Key perspective, I don't think it's an issue. We have a business called SFL, which we've been in for twenty years, and we do a lot of the payments work. We do a lot of the securitization work. I don't think we've had a charge-off in twenty years. So my point is, the key for NDFI is for banks to be readily engaged with these borrowers and not just have a piece of paper that they put on the shelf. For example, in our bucket, you'd find REITs. Well, obviously, one of our best businesses is our real estate business, and we're constantly in touch with these folks around payments, capital raising, etcetera. So I think if I was sitting in your seat, one of the things that I'd be curiously interested in is what are the asset classes within the non-financial investment group. And then or non-depository, I beg your pardon, and then I'd wanna know how engaged the banks are day in day out with those borrowers. Clark, what would you add to that?

So I think, you know, one, as you sort of hit NDFI, I think, is a fairly broad undefined category from a regulatory standpoint. So I think the important thing to know is it as Chris said, it's not one thing. It's a for us, a collection of businesses that don't necessarily align perfectly to those reg reports. But the more important thing is their businesses been in for a long time where we have very deep expertise. We generally apply our strong relationship strategy to that. And in many of these cases, we have what we refer to as targeted scale. We have real deep expertise a very targeted segment of clients, and we perform really well in those groups.

Yeah. For example, we have separate teams that deal with each and every part of the groups that we have. And this is Mo Ramani. One thing I might add too is I've reviewed the fuel files and structures and feel really good about where we sit. I've been chief credit officer twice in my career journey, so my ability to dig in on these structures is quite strong. We don't play in the more esoteric areas of NDFI. Again, if you think about, again, the REITs and you know, CLOs and things like that, I think that's pretty much down the fairway relative to risk appetite. And also, we have a strong portfolio management structure so we have a very advanced limit structure that prevents outside growth. So no area of the bank can grow to infinity. We do have very strong limits in place as well to control growth across portfolios. Thanks for that, Mo. Does that answer the question?

Yep. That is helpful. Thanks for the wholesome response. Thank you.

Our next question comes from the line of Brian Foran with Truist Securities. Brian, your line is now open.

Was gonna ask about credit, and I appreciate all the detail. I have to call out that you included charge-offs to the penny in the earnings release. So I'm impressed they counted that last $0.56. Maybe if I could shift to growth though. You know, it's interesting. If I look at your loan book, and the supplement, it's kinda like two halves. It's the C&I book growing nicely. It's now up 8% year over year. And everything else kind of summing to $50 billion and being down 7% year over year. As we sharpen our pencils over the next year or two, is there any help you can give in terms of like, is there a target size for some of these books, or is there a timing when you think new production starts outweighing some of the lower-yielding stuff rolling off and pay downs? Just how to think about the part of the book that's shrinking and what the end goal is there?

Yes. So obviously, we can give you a lot of clarity on where we think the shrink is gonna come from because those are high-quality mortgages, principally to doctor and dentists that roll off. And based on the curve, we can give you great estimates of what we think is gonna roll off. In terms of what we're actually gonna put on our balance sheet because of our underwrite distribute model, that's a little harder because a lot of the capital that we raise, we actually place with others. But I can tell you, you know, I mentioned in my comments that our basically, our middle market C&I book, our backlog is two times what it was last year. One of the areas a few areas where I think you're gonna see a pickup. In the fourth quarter, we'll basically accelerate our C&I book by about $1 billion. And I think you'll see it continue to accelerate from there in 2026. The other areas where I think we'll get some benefit, one is transaction CRE. Right now, you can see that CRE is sort of coming into equilibrium. Also, Clark mentioned this in his comments. We have not had a lot of middle market M&A activity. We have very large pipelines, but we haven't had a lot coming out of the pipeline in spite of the fact that we had a strong investment banking and debt placement fees. It was not driven by M&A. That will help us in 2026. I continue to believe this tax bill is really important. This accelerated depreciation, I think, will bode well for growth. The other thing that obviously we haven't seen, if you look at our numbers, is utilization. Utilization actually ticked down. However, we feel good about that because the reason it ticked down was large commitments that we brought on new clients in our institutional bank, whereas in our middle market, we actually did have a lift in utilization. Does that help you?

That's awesome detail. It's good to hear the CRE book is starting to flip. I guess one follow-up, if I could ask it. When I look at mortgage, home equity, and other consumer, call it $30 billion right now or I guess, 30% of loans, any framing you'd give? Like, do you want that to eventually get to 20 before it stabilizes? 25? Any kind of bigger than a breadbasket sizing on where that will land?

Yeah. We've always said we wanna have a balance. We need both consumer and we need commercial, which means first of all, we've got to replace some of the runoff. I think a couple areas where you'll see us replace the runoff, that's actually good for us because most of the yield on those mortgages that are running off are about 3.3% or so. You'll see us step up in terms of home mortgage. We obviously have a whole lot of customers that have a lot of equity in their homes. There's not a lot of houses that are trading. We have that business now. We're investing in some technology to have it be a better client experience. That's one area. The other business we have that is a really good business, but it's very dependent upon both the vintage of student loans and also the curve as our student loan refinance business. We think the curve we think interest rates have to come down another 100 to 150 basis points for that to really kick in.

That's great. Thank you so much.

Sure. Thank you.

Our next question comes from the line of Ryan Nash with Goldman Sachs. Ryan, your line is now open.

Hey, thanks. Good morning, everyone.

Hey, Ryan. Good morning.

Chris or Clark, you know Chris, I think you talked about, you know, crawling before you walk on the buyback, and I think you highlighted $100 million in 4Q. I guess, just given how robust the capital levels are just talk a little bit of how you think about the pacing beyond 4Q? And I'm assuming if your targets work out and you sound like you have a high degree of confidence then, you probably believe the stock is gonna be a lot higher. So I guess, why not be more aggressive at this point given all the tailwinds that you have in front of you?

Yep. Totally fair question. This is Clark. Ryan. Very fair question. I would say just from a timing standpoint, as we sit here today, just a couple things to consider. One, this is really the first time we've been comfortably above that 10% mark number, and we've sort of talked about running at the higher level. Amid some level of uncertainty. We are getting close to being in our dividend payout target range of 30-50%. So this quarter will be just a hair north of 50%. So we want to get that more squarely in. And then, you know, there is still a little bit of fraud uncertainty, although that feels like it is normalizing and stabilizing a little bit more. So I think your question's right. I think the point in highlighting the denominator and the flexibility around that in my walk on ROTC is exactly that. So that is a lever we can pull. We'll be a little bit more directive, I think, in the guidance call for '26 on exactly how much to expect. But I think that $100 million for the fourth quarter is likely gonna be the low level as we move forward, you know, subject to the normal macro caveat movements.

And if I could just thanks for that, Clark. And if I could ask a follow-up to Brian's question, maybe to put a finer point on it. As you think about reaching these targeted levels, fifteen plus ROTCE and 3.25% plus NIM, do you think we get earning asset growth along the way? And what's the right way to think about earning asset growth? And related to that, you know, would you guys take action to accelerate the runoff of consumer loans so that you could start to return to net growth? For taking my questions.

So a couple things. Obviously, the last part of your question is always an option, and we're always looking at all the pieces and parts. We could take action there. I also mentioned some CMOs and some CMBS that we could take action on. In terms of earning assets, I've always said you'll see us really grow our earning assets when the markets are in a little bit of dislocation because our job is really to serve our clients. Right now, we can do a better job of serving our clients basically by placing paper elsewhere because of our risk appetite vis a vis others. You'll see it grow. And I've also said that I think probably the right place for a bank our size going forward in terms of a loan-to-deposit ratio is probably mid-seventies, and we're obviously not there right now.

Thank you.

Our next question comes from the line of Erika Najarian with UBS. Erika, your line is now open.

Yes. Thanks for taking my question. I just wanted to re-ask the question that Ebrahim put forth, and I'm sorry to keep beating a dead horse, but the stock's down two and a half percent. Clearly, it's not a two and a half percent down quarter and certainly not a down two and a half percent outlook given how you walk this through the ROTC. So I guess my question is, you know, Chris, we heard you loud and clear in terms of your priorities for capital. I think the concern, the specific concern that we are hearing from investors is your multiple. And, you know, in that obviously, there were some conjecture out in the market that you were a high bid for First Bank. But in that very tight screen that you talked about, how is, you know, pricing, you know, taken into account? How sensitive would you be in terms of book dilution? You know, you also went through the First Niagara deal, of course. How sensitive are you to book dilution? And maybe walk us through very plainly the opportunity to buy your bank at 1.37 times tangible book versus using that as currency given seller expectations?

Yeah. Well, I think we've been pretty clear on this. The real focus, Erika, for us is to get our return on tangible common equity first up to 15 and then beyond it. And we also you mentioned buying our bank, we mentioned that we're gonna buy $100 million of our stock in this quarter. So that's exactly what we're doing. You can rest assured I am personally sensitive to tangible book value dilution. I was here when we announced the First Niagara deal, and I understand the extreme sensitivity on behalf of many investors with respect to tangible book value dilution. But, I think I've been pretty clear. Our focus from a strategic perspective is to drive our return on tangible common equity.

That's helpful, Chris. Thank you. And just as a follow-up question to Clark, as you think about the potential for further balance sheet restructuring, what conditions would you be looking for in terms of the rate backdrop or if any other preconditions when thinking about that decision tree?

Yeah. Thanks for the question, Erika. So I mean, probably not different than what we've said, which is our first goal is to really support clients. I think realistically, given the amount of capital we have over time, it's gonna be hard to deploy all of that further into organic client growth. So we will look at the right opportunistic moments potentially to either use capital for share repurchase or to do whether it's the CMOs or the mortgage loans, you know, think about how to monetize those differently. But, I mean, it's not again, it's not something we've spent an enormous amount of time to this point just given where our ratios were and our desire to get to the top end of that range, and to get our earnings back to our dividend payout ratio. But I think now that we're sort of getting to that area, you'll see us well, you won't see us. You should know we will be working harder on thinking through these scenarios and just understanding what our opportunities what our best opportunities are to deploy that capital. I do think it all assumes good constructive macro environment because obviously if that changes, we would have a different view on capital use.

And just really quick follow-up. You mentioned the upgrade by Fitch and the positive outlook from Moody's. Does that have any impact in terms of how free you feel about making decisions on capital distribution or, you know, balance sheet restructuring going forward?

Yes. I think I mean, one thing I'd say is we have done a lot of work, as you know, well reposition the balance sheet and to engage with a variety of constituents, including the rating agencies, they understand we're doing, why we're doing it, and what our intentions are. So to the extent we wanted to go down that path, we would probably we probably spend some time with them to make sure that we fully understand their reaction to those things because, you know, getting the rating is a lot of work. Keeping the rating is a lot of work, and that's very important to us. So I don't know that that would be the driver of the decision, but it's certainly an important input.

One of the things that it does the upgrade does for us, Erika, is it enables us to bid on some conduit deals that tend to bring pretty significant escrow balance that otherwise we were not able to bid on.

That's in our commercial real estate servicing book.

Yep. Thank you for the extra question, and thank you.

Our next question comes from the line of John Pancari with Evercore. John, your line is now open.

Morning.

Morning.

Just on the expense side, particularly well contained this quarter and you're running around a 62% cash efficiency ratio now. This year, you're gonna put up pretty solid positive operating leverage given the revenue dynamic and the benefit to the margin. As you look into 2026 and you weigh the investments you're making, I mean, how should we think about a reasonable level of operating leverage as you look at the year end? And what related to that, what efficiency ratio was baked into your medium-term 15% royalty target?

Yeah. So look, we've guided to being, you know, kind of 4% this year. I think in the medium to longer term, I would expect to be, you know, probably in the two to 3% range. We may be, you know, we'll guide you this in January, maybe a little bit higher next year still but, you know, not appreciably. But we expect to, you know, fully deliver positive operating leverage every year. I don't know that we've targeted exactly what that amount will be. This year, we had, you know, we promised fee operating leverage of 100 basis points. We feel confident we can deliver that or in excess of that. So, you know, we'll come back to you with expectations as we move forward. But, you know, obviously, the most valuable thing to driving your efficiency ratio down is more NII given that shows up with a zero efficiency ratio. As we continue to do that and drive towards NIMs, you know, north of three, then I think you will see that efficiency ratio to continue to come down over time. We haven't set again another target on that, but it would get closer and closer, I think, to the broad peer group. I will tell you we don't spend an enormous amount of time talking specifically about the efficiency ratio here. We're really trying to drive good organic growth against our strategic objectives here and get the ROTCE up. Frankly, the fee-based businesses are always to carry a little bit higher efficiency ratios. So we may run above the peer group over time, and I think we're comfortable with that given the mix of business.

Okay, Clark. Thank you for that. And then on the, you know, on that 2026 margin and your expectation for about a 3.25% plus medium-term margin, when it comes to the rate backdrop, I, you know, I appreciate your color you gave that it's a forward curve. You're assuming that a steeper curve would be better in the fifties. Ballpark beta. Is there any other way you could help us with sensitivity? Around the level of Fed funds and a level of the ten year to help provide the guardrails around those expectations. I mean, we've seen a number of banks that have put out their targets here. And clearly, in the volatile rate environment, they're kind of easily shifting easily getting shifted off their targets. And what can you give us to give us confidence on that front?

Yeah. Fair question. So one, I would say, we've been trying to drive to a relatively neutral rate position, and I think we have. To your question, if you unpack that, and you think about the short-term sensitivity and the midterm sensitivity and just candidly we generally are focused a little bit more on the five year than the ten year just because our investment portfolio duration is really more driven by the five year. We would view the short-term beta or the short-term rate sensitivity really around betas in the low forties. So given our swap position currently, given the floating rate nature of the book, which is obviously natural asset sensitivity, give us a deposit book we would view anything kind of at low forties to be pretty neutral to rate cuts and anything above that to be beneficial. So it's really about getting into the various deposit portfolios and managing those as effectively as we can. We have 55 data on the cuts to date. Don't think we expect that on the incremental. In fact, we expect the incremental this year to be closer to that low 40s to kind of neutralize it. But that remains to be seen. And then the longer term, that five-year rate is really about reinvestments in the portfolio, which we have a fair amount of that every quarter. So that's not the type of thing that I think really impacts say, '25. But as you go out through '26 and '27, consistently lower reinvestment rates I. E, a flatter curve would impact some of the returns on that over time. So the forward curve, which is, you know, generally demonstrating some steepness, gives us, I think, the benefit on that front end as well as some additional reinvestment juice. I think we have some ability to manage the flattening curve to a degree, but it really will depend on how severe the differences are from what the current forward looks like.

Got it. Okay, Clark. Thanks for that color. Very helpful.

Our next question comes from the line of Ken Usdin with Bernstein Society. Generale Group. Ken, your line is now open.

Hi, guys. Good morning.

Good morning, Ken.

I just wanna ask a quick question. Thanks. Good morning. Know you talked about betas before, but I just want to ask you a little bit about deposit growth. And can continues to be driven, it looks like, in the commercial segment. Retail segment is still a little bit down. So just wondering like how how you're how you're managing to future deposit growth because obviously the commercial comes in with a little with a higher cost in your in your in your mix relative to you know, how you I guess I'm just trying to get at, like, how that informs, like, the NIM trajectory in terms of where you expect deposit growth to come from going forward? Thank you.

Yes, good question. So maybe, like, just a little trip through history when we left the second quarter we had shared that we let a fair bit of commercial deposits leave in the quarter, excess deposits, because of rate competition. We thought we would get those back. We have. And that is for two reasons. One would be there is just more rational competition, I think, others backed off kind of high at Fed funds or higher level payment on commercial deposits. So given that those are more attractive rates, we brought some of those back, and then we've had good C&I loan growth, and that's driven new to key deposit growth on the commercial side. So, you know, feel very good about that, and that is kind of in line with what we expected. Overall, rates, despite the growth, came down one basis point. The overall rate. And that's a combination of solid pricing as expected, but also increase in non-interest bearing in that commercial book as well. And that's a reflection of both our commercial servicing business, escrows as well as those new to key clients that are bringing operating accounts with them. So think that's a very good mix. Also saw consumer come down a few basis points. And that's really that sort of static overall balance is really underneath a mix out of CDs into MMDAs. So we have purposely not been aggressive on CD rates. Relative to competition. We've had frankly, still pretty decent retention on those CDs, but we're seeing a lot more of that going to MMDAs, which we're very comfortable with. And we're getting better rates on those obviously. So we're seeing kind of static balances, but better mix from our standpoint. And that's what we would expect to see as we go forward in a down rate environment. I think that's just kind of a natural client behavior as well. And then obviously, in any particular quarter, you see more opportunity to raise commercial deposits because they come in chunkier bunches. I think over the time frame that we've been talking about, which is late twenty seven, you continue to see some opportunity to grow our consumer client base, whether it's just net household growth whether it's the mass affluent where we've seen $3 billion of deposits come in over the last two years, right? So I think there's definite avenues over the time frame we're talking about where our consumer business can continue to deliver really strong and high-quality deposit growth.

Great color. Thanks for that. And one follow-up, you know, the Investment Bank, continues to do well, and seems like it's on track for improved fourth quarter. I just wanted to just ask you to just talk about the environment and any broadening you're seeing in terms of the various businesses in terms of the environment that we're that we're in where it seems to be, you know, an improving backdrop on the along the way?

Yeah, Ken. It's Chris. I think where we're seeing improvement is there's obviously been a lot of transaction announcements, but it's really been larger deals. We're obviously a middle market bank. There hasn't been a whole lot of M&A volume within the middle market, and we really see that picking up. So that's an area that's picking up. And as everybody knows, the private equity firms have not been exiting much at all over the last three years. And you know, the inverse relationship between return on capital and holding period is real. And so I think that's gonna be a significant step up. Our goal in that business is to get it to a billion dollars in revenue. In 2021, we were nine forty or some such number, but that was obviously an outlier of a year. But I think with all the hiring we've done and what I think is pretty strong pipeline, I'm looking forward to what that business can do over the next few years.

Might just add one other quick comment to the deposit point. As much as I know the world loves loan growth, this remixing opportunity the real benefit of that other than the pickup in yield is the reduced demand on new deposit balances. So we can be a little bit more discerning on which ones we take and at which price. I think that's valuable as long as we're in this position. And I just think that's a, you know, that's something that that we're seeing the benefit of. And then the second piece is we have continued to carry more cash than we intended to. That's a function of again, strong deposit growth in the quarter. And I think you will see us bring that down over time. That's not going to have a lot of NII impact, but it will help the NIM.

K. Thanks again, Mark.

Yep. Thank you.

Our next question comes from the line of Scott Siefers with Piper Sandler. Scott, your line is now open.

Thank you. Good morning, guys. Thanks for taking the question.

Good morning, Scott.

So hey. So, Chris, you guys have kinda leaned into hiring and investments, and you certainly had the revenue wherewithal to do so. What stage would you say you're at in terms of some of the hiring you've done? And those investments more broadly? I guess I'm sort of wondering if we've now seen most of the related expense lift kind of when we think about expense growth from here or things like, you know, magnitude of, fee-based operating leverage. And Clark, I know you touched on operating leverage a bit a couple of questions ago, but just how are you thinking about that stuff more broadly?

Sure. So our goal again was to grow, by 10% the folks in our wealth business, specifically focusing on mass affluent. We are basically there on that one. As you look at our middle market, we've made huge progress. We're more than halfway there. As you look at our institutional bank, we're pretty far along there as well. And so what you're gonna see is over the next period of time, the actual upfront expense will start to wane. The important piece is although we've been fortunate, as I mentioned in my prepared remarks, we've been fortunate that some of these folks have hit the ground running a lot faster than we thought they would. For example, we hired a group out of Chicago and a group out of Los Angeles who's been particularly productive in our middle market. We would expect Scott, that there'd be basically twelve to eighteen month lag on these folks hitting full production stride. So expense still running out a bit, but we're getting the benefit going forward of these folks getting on the platform and being successful.

I think the other piece there, Scott, is one, as we've said in the past, you know, we have a pretty good view on the right kind of compensation to return profile. And if it gets too heavy, we will back off to 10%. And we do expect folks to produce kind of this 12% to eighteen month timeframe. I think we've seen some of the teams we brought on outperform that pretty materially. But if we don't see that level of performance, there's also an opportunity to slow that down.

Got it. Perfect. Thank you. And then one just really ticky tack one. I think Chris at the beginning, talked about fourth quarter twenty five fees being flat with the fourth quarter twenty four level. You were talking about total fees rather than just investment banking. Is that correct?

No. I was actually talking about investment banking fees. And I think from memory, I think the fourth quarter of last year was $2.20 or something like that. So that'd be about a 20% lift, like, for

Yeah. Okay. Perfect. No. That's great. I appreciate the clarification.

K. Thanks.

Our next question comes from the line of Gerard Cassidy with RBC. Gerard, your line is now open.

Hi, Chris and Clark.

Hey, Gerard. Good morning, Gerard.

Chris, can you share with us a bigger if we stick step back for a moment for broader view question here. Obviously, you've been at the bank for a number of years. You share with us your experience right now with the bank regulators. We know it's changing, but, obviously, you've been on the front lines for a number of years. Can you maybe give us some color on what you're seeing and what that might mean not only your improved profitability going forward, but maybe the industry as well?

Sure. I'd be happy to address that. I'm actually going to DC this evening. It's a remarkable change. And so kinda give everyone a historical perspective, from the global financial crisis, it became sort of a layering of regulation on regulation. And a lot of focus on process, a lot of focus on procedure, a lot of focus on documentation. And I've been really pleased with what has been a pretty dramatic change in that just a refocusing on safety and soundness. And safety and soundness, of course, is liquidity, capital, and earnings. And so we've really seen just a change in that regard. The other thing is the regulators are absolutely doing a do working on coordinating such that we have these exams that we can do concurrently as opposed to consecutively. And so getting rid of some of the duplication, which has a big dividend because think about cyber, for example. You know, we have a great cyber team. We invest a lot of money. I want our cyber team thinking about all the risks looking around the corner as opposed to preparing for exams, going through exams, and wrapping up exams. So it's been really encouraging to see the shift. Thanks for the question.

Thank you. Thank you for the color. And then as a follow-up, this ties a little bit into Clark's comments about deposits. It started with the bigger banks, JPMorgan, Bank of America, but now Fifth Third, PNC or some of your peers that are building out branches as a way of, you know, strengthening their consumer banking. What's your guys' view of that type of organic growth? You talked earlier, Chris, about supporting organic growth. I think it was more to the commercial side where you're quite strong. But what about on the consumer side? And branches?

Yeah. So there's no question that granular retail deposits are of paramount importance. So we have 943 branches, Gerard. And right now, we're upgrading many of those. We're also, you know, repositioning some, closing some, opening some. But it's I think the gating item for many banks going forward is gonna be the duration and the granularity of your retail deposit base. We are fortunate to have a very good retail deposit base, and you'll see us continue to invest to make sure that we not only maintain but grow that deposit base. Right now, I think in the last quarter, we grew our retail deposits by 2% since the financial crisis, we've grown them some number like 7% just hardcore retail deposits, and we're gonna continue to focus on that.

Appreciate it. Thank you.

Thank you.

Our next question comes from the line of Chris McGratty with KBW. Chris, your line is now open.

Great. Good morning, everybody. Chris, just a follow-up on the Investment Banking capital markets strategy. I think in the past, you've talked about seven verticals. I guess interested in kind of where you're leaning most heavily today. And if you were to use some capital to build it out, I guess, what specialties are you perhaps not where you need to be? Thank you.

Sure. So right now, we're seeing thanks for the question. We're seeing just significant growth in terms of our backlogs. Are principally in the areas of energy. We've been a very early adopter of kinda what's going on with all the data centers. What's going on with renewable energy. And there's just a lot in that sector right now. The other area where there's a lot of activity is health care. And so we continue to invest in healthcare. What you'll probably see us do is, in our investments, is go deeper in the sectors that we're in. We'll probably also continue to invest in financial services because as you well know, financial services are becoming a bigger and bigger part of our economy. We have a business there, but there's an opportunity for us to continue to invest. And so those are the places where we're investing.

Great. That's all I had. Thank you.

Thank you, Chris.

That will conclude the question and answer session. I will pass the call back over to Chris for closing remarks.

Well, thank you. We appreciate everyone's interest in Key. Should you have additional questions please don't hesitate to reach out to Brian Mauney directly. Thank you, and have a good day. Goodbye.

Ladies and gentlemen, this concludes the KeyCorp Third Quarter 2025 Earnings Conference Call. If you have additional questions, please contact the Investor Relations team. Thank you for your participation. You may now disconnect.