KeyCorp

Good morning and welcome to Key Corp's 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, Key Corp Director of Investor Relations. Please go ahead.

Thank you, Operator, and good morning, everyone. I'd like to thank you for joining Key Corp's third quarter 2025 earnings conference call. I am here with Chris Gorman, our Chairman and Chief Executive Officer, Clark Kayet, our Chief Financial Officer, and Mo Romani, 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. In 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, October 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 cents, 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 costs of deposits were down this quarter. With respect to loans, we continue to remix the portfolio from low-yielding consumer mortgages into relationship CNI loans and 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 continue 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 continued 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 approximately 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 advisors, and in 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 12 to 18 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 the end of 2027. Let me outline the building blocks to achieving those returns. First of all, by improving them 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, he expects 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. Clark?

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. Non-interest 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 FITS 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 half a billion dollars 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 costs 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 data of 74%. Slide 8 provides drivers of NII and NIM this quarter. Tax equivalent NII was up 4% sequentially, primarily driven by our continued balance sheet optimization efforts. 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've begun 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 remain 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 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 12% and 4% 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, while corporate services income was 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 an 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 non-interest 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 or 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. Non-performing assets declined by 6% sequentially, and the NPA ratio improved by 3 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 period. Given our marked CET1 increasing comfortably above the top end of our target range, 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 into 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 the fourth quarter of 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 these to grow between 5% and 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've 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 gap tax rate to come in around 22% in the fourth quarter. For the full year, we currently expect the gap and tax equivalent effective rates to land at approximately 21% and 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. Operator?

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

Hi. Good morning, Chris Clark. Good morning. Appreciate the timing. Appreciate the timing and detail related to the 15% ROTC goal and the 325 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 ROTC target? And second, you do have some peers who are targeting closer to a 16 to 19% ROTC over a similar timeframe. Chris, I know you noted that 15% plus is not the final goal, but maybe help us understand why the ROTC 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. But 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 know, 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 you know, mechanical movement, fixed asset repricing in our securities book over time, in the swaps. And just as a note there, you know, 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'll 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, you know, a kind of 50s-ish beta over that time frame, 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 the 50 basis points in that time frame. If you move to fees, you know, we continue to see very strong growth across our high priority fee businesses, 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 to 15%. On the expense side, I think we have 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. And then on the provision side, you know, 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 fee platform. So all of that, we think by that end of 27 gets us a good portion of the way to the 15%. And I would think about that in ROAs that are, you know, in line with or, better than some peers north of 120 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 as we're doing today. But we are high on the capital side and we're going to 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 the degree 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 pure capital range. So just to mention that, One more way, if we took our current marked capital at 10.3 and 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 we can get comfortably past that 15-plus percent target.

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 325 plus NIM, How do you think about rate cuts in 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, more steep 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.

Thank you. Our next question comes from the line of Abraham Punawalla with Bank of America. Abraham, your line is now open. Good morning.

Good morning. 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 there's just... Caution towards owning banks that are viewed as potential buyers of other banks So I would love for you to frame for us how you're thinking about bank M&A from 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 and 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 kind of walk everyone through what our capital priorities are. First is to support our clients. I mentioned that we have a backlog that's 2x today what it was just one year ago. So we're going to use our capital for our clients. Secondly, we are going to 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 going to continue to do that. Obviously, we'll support the dividend at 20.5 cents 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 without, frankly, using a lot of capital. For example, we have about $14 billion of CMOs and CMBSs, the CMBS bonds that are less than 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 bit of a unique culture, because we have a unique business model. And as you know, Ibrahim, 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. And 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. 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 it sounds like unless someone gifted you a bank, the bar is extremely high for a deal. Thank you, walking through that. Just on a separate question, Chris, we have a pretty good sense of just the capital markets, what's going on. Given the focus on 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 non-bank providers.

Yeah, so let me talk about what's in 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 20 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 20 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, et cetera. 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, or non-depository, I beg your pardon, and then I'd want to know how engaged the banks are day in and 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, as Chris said, it's not one thing. It's, for us, a collection of businesses that don't necessarily align perfectly to those reg reports. But the more important thing is they are businesses we've been in for a long time where we have very deep expertise and 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 in 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.

Yep, and this is Mo Romani. One thing I might add too is I've reviewed the fuel files and structures and feel really good about, you know, 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?

Yeah, that is helpful. Thanks for the wholesome response.

Thank you.

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

I was going to 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 56 cents. 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 kind of like two halves. It's the CNI 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 paydowns? You know, just have to think about the part of the book that's shrinking and what the end goal is there.

Yeah, so obviously we can give you a lot of clarity on where we think the shrink is going to come from because those are – Those are high-quality mortgages, principally to doctors and dentists, that roll off. And based on the curve, we can give you great estimates of what we think is going to roll off. In terms of what we're actually going to put on our balance sheet, because of our underwrite and 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 basically our middle market and CNI book Our backlog is 2x what it was last year. One of the areas, a few areas where I think you're going to see a pickup, and the fourth quarter will basically accelerate our CNI book by about a 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. but I think you'll see us actually grow our CRE outstandings in 2026. 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. And I continue to believe this, 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, as 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 CRA 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, you know, 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, you know, any kind of bigger than a breadbasket sizing on where at the land?

Yeah, we've always said we want to 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 business of student loans and also the curve is our student loan refinance business. 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. Chris or Clark, Chris, I think you talked about 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, maybe just talk a little bit about 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 in them, you probably believe the stock is going to 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. 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 to 50%. So this quarter will be just a hair north of 50. So we want to get that more squarely in. And then there is still a little bit of broad 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 going to be the low level as we move forward 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, 15 plus ROTC and 325 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, would you guys take action to accelerate the runoff of consumer loans so that you could start to return to net growth? Thanks 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-70s, and we're obviously not there right now.

Thank you.

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

Yes, thanks for taking my question. I just wanted to re-ask the question that Ibrahim put forth, and I'm sorry to keep beating a dead horse, but the stock's down 2.5%. Clearly, it's not a 2.5% down quarter and certainly not a down 2.5% 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're hearing from investors is your multiple. And, you know, in that very, and obviously there was 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 pricing taken into account? How sensitive would you be in terms of book dilution? 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, Eric, for us is to get our return on tangible common equity first up to 15 and then beyond it. And we also, when you mentioned buying our bank, we mentioned that we're going to buy $100 million of our stock in this quarter. So that's exactly what we're doing. And you can rest assured that We are, 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, Erica. 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 going to be hard to deploy all of that in furtherance of 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, 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 you know 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 you know, what our opportunities, what our best opportunities are to deploy that capital. I do think it all assumes, you know, 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?

Yeah, I think, I mean, one thing I'd say is we have done a lot of work, as you know well, to reposition the balance sheet and to engage with a variety of constituents, including the rating agency, so they understand what 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've probably spent some time with them to make sure that we fully understand their reaction to those things because 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 the upgrade does for us, Erica, is it enables us to bid on some conduit deals that tend to bring pretty significant escrow balances 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.

Sure.

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

Morning. Morning, Jen.

Just on the expense side, particularly well-contained this quarter and You're running around a 62% cash sufficiency ratio now. This year, you're going to put up pretty solid positive operating leverage given the revenue dynamic and the structural 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 and, you know, what Related to that, what efficiency ratio is baked into your medium-term 15% ROPSI 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 2% to 3% range. We may be, you know, we'll guide you to 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-based operating leverage of 100 basis points. We feel confident we can deliver that or in excess of that. 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, you know, 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. And frankly, the fee-based businesses are always going to carry a little bit higher efficiency ratios. 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 325 plus medium term margin, you know, when it comes to the rate backdrop, I, you know, I appreciate your color. You gave that it's the forward curve. you're assuming in a steeper curve will be better in the 50s ballpark beta. Is there any other way you could help us with sensitivity around a level of Fed funds and a level of the 10-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 getting shifted off their targets. And, you know, what can you give us to give us confidence on that front?

Yeah, fair question. So, one, I would say, you know, 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 mid-term sensitivity and just candidly we generally are focused a little bit more on the five-year than the 10-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 40s. So given our swap position currently, given the floating rate nature of the book, which is obviously natural asset sensitivity, and given the deposit book, we would view anything kind of at low 40s 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. I 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, fourth quarter of 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 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, you know, how severe the differences are from what the current forward looks like.

Got it. Okay, Clark, thanks for that comment. Very helpful. Sure. Thank you.

Our next question comes from the line of Ken Estes with Bernstein Societe General Group. Ken, your line is now open.

Hi, guys. Good morning. Good morning, Ken.

I just want to ask a quick question. Thanks. Good morning. I know you talked about betas before, but I just want to ask you a little bit about deposit growth. It continues to be driven, it looks like, in the commercial segment, retail segment still a little bit down. So, just wondering, like, how, how you're managing to, you know, future deposit growth, because obviously the commercial comes in with a little, with a higher cost 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.

Yep. Yep. Yep. 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 deposits back and then we've had good CNI 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 commercial rates despite the growth came down a basis point the overall rate and that's a combination of you know 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 I think that's a very good mix. We 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. 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 the 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 timeframes we've been talking about, which is late 27, 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, you know, 3 billion of deposits come in over the last two years, right? So I think there's definite avenues over the timeframe we're talking about where our consumer business can continue to deliver really strong and high-quality deposit growth.

Great cover. 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 talk about the environment and any broadening you're seeing in terms of the various businesses, in terms of the environment that we're in, where it seems to be an improving backdrop 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 the inverse relationship between return on capital and holding period is real. And so I think that's going to be a significant step up. Our goal in that business is to get it to a billion dollars in revenue. In 2021, we were 940 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 a pretty strong pipeline, I'm looking forward

I might just add one other, maybe 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 and 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 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. Great. Thanks again, Mark. Yep.

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

Thank you. Morning, guys. Thanks for taking the question. Good morning, Scott. So, hey. So, Chris, you guys have kind of 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 when we think about expense growth from here or things like magnitude of fee-based positive 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 going to 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 a 12 to 18 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 in kind of this 12 to 18 month time frame and 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, you talked about fourth quarter, 25 fees being flat with the fourth quarter, 24. You were talking about total fees rather than just investment banking. Is that correct?

No, I was actually talking about investment banking fees. From memory, I think the fourth quarter of last year was 220 or something like that. So that'd be about a 20% lift.

Yeah. Okay. Perfect.

No, that's great. I appreciate the clarification. Okay. Thanks. Yep.

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

Chris, can you share with us a bigger, if we step back for a moment for a broader view question here. Obviously, you've been at the bank for a number of years. Can 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 for not only your improved profitability going forward, but maybe the industry as well?

I'd be happy to address that. I'm actually going to D.C. this evening. It's a remarkable change. kind of 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 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. We have a great cyber team. We invest a lot of money. I want our cyber team thinking about all the risks and 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, J.P. Morgan, Bank of America, but now Fifth Third, PNC, or some of your peers that are building out branches as a way of strengthening their consumer banking franchises. 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. And so we have 943 branches, Gerard. And right now, we're upgrading many of those. We're also repositioning some, closing some, opening some. But I think the gating item for many banks going forward is going to 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 going to continue to focus on that.

Appreciate it. Thank you. Thank you.

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

Oh, 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 where we're seeing and thanks for the question where 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 kind of 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 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.

Thank you. 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 and Monty directly. Thank you and have a good day. Goodbye.

Ladies and gentlemen, this concludes the Key Corp 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.