KEY - NYSE

Good morning, and welcome to KeyCorp's fourth 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 during that time, simply 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.

Thank you, operator, and good morning, everyone. I'd like to thank you for joining KeyCorp's fourth 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. 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, January 20, 2026, and will not be updated. With that, I will turn it over to Chris.

Thank you, Brian, and good morning, everyone. Our fourth quarter and full year results demonstrate the continued progress we are making with respect to our organic path to achieving consistently higher returns on capital. We reported fourth quarter earnings of $0.43 per share. Revenue exceeded $2 billion, growing 12% year over year on an adjusted basis, while expenses grew 2%. Both fourth quarter NIM and net interest income were above our previously communicated targets. Asset quality metrics continued to trend in a positive direction, with net charge-offs, NPAs, criticized loans, and delinquencies all declining sequentially. We have also committed to a more meaningful return of capital to our shareholders, which commenced in the fourth quarter. We repurchased $200 million of common stock, two times the original commitment we made in October, at an average price of $18 per share. In spite of stepped-up share repurchases, we continue to maintain peer-leading capital ratios. We ended the quarter with a 10.3% marked CET1 ratio. We intend to manage this ratio down to the higher end of our targeted capital range of 9.5% to 10% by 2026. Combined with our business momentum and meaningful ongoing capital generation, this puts us in a position to accelerate our repurchase activity further in 2026. We plan to buy back at least $300 million of stock in the first quarter and anticipate repurchasing similar amounts in subsequent quarters throughout 2026. The fourth quarter puts an exclamation point on what was a substantial year of progress for Key and positions us to achieve even greater going forward. We met or exceeded all of the financial targets that we communicated at the beginning of the year. We delivered full-year record revenue, which increased 16% compared to the prior year, with both net interest income and fee revenue growing greater than projected. Expenses grew 4.6%. As a result, we generated approximately 1,200 basis points of operating leverage and PPNR growth of about 44%. Loan growth outperformed, particularly C&I loans, which grew at 9%, and the recycling of lower-yielding consumer loans into commercial loans enabled us to manage our funding costs more proactively. Deposit dynamics were favorable, with client deposits up 2%, while we remained disciplined with pricing. Fee income growth was 7.5% as all of our priority fee-based businesses grew at a high single or low double-digit rate. Expenses were within our targeted range, even as we made meaningful investments in our franchise throughout the year and compensated bankers for our strong fee performance. We added nearly 10% to our frontline banker staff across wealth management, commercial payments, middle market, and investment banking. We invested an additional $100 million in technology, focused on customer-facing capabilities that make it easier for our clients to bank at Key. Lastly, we continue to maintain our strong risk discipline. Full-year net charge-offs were 41 basis points. Additionally, all leading indicators, nonperforming assets, criticized loans, and delinquencies all moved in the right direction. These results would not have been possible without the talented team we have in place driving our strong momentum. Together, we delivered record revenue, strengthened our balance sheet, and met every commitment we set at the beginning of the year. Our team continues to demonstrate focus, resilience, and dedication, navigating a dynamic environment and delivering value to the stakeholders we serve: our shareholders, our clients, and our communities. I want to thank each of our teammates for their contributions to our performance. As we turn the page to 2026, Clark will go through our financial guidance shortly, but I am confident we will deliver another year of outsized revenue and earnings growth and make substantial progress toward our commitment to achieve a 15% plus return on tangible common equity by year-end 2027. The current environment plays well to our strengths. We expect to continue to grow our priority fee-based businesses at a mid- to high single-digit pace as we capitalize on our strong pipelines and momentum. Additionally, we expect to see returns from our recent hires as they ramp up and further utilize our platforms, which we believe are underleveraged. Coming off the second-best year ever in investment banking, we continue to feel good about the trajectory of this business. Our pipelines remain at historically elevated levels. We raised nearly $140 billion of capital on behalf of our clients in 2025, retaining 20% on our balance sheet. The market environment remains favorable for continued new issuance in 2026. We anticipate middle market M&A activity to improve in 2026 after being muted for much of the past three years. We also expect financial sponsors who stayed largely on the sidelines with respect to middle market transactions last year, but typically generate a meaningful percentage of our fees, to be more active this year. In wealth, assets under management reached a record $70 billion. We achieved a third consecutive year of record sales production in our mass affluent segment. Since we launched this business in 2023, we have added 54,000 new households, nearly $4 billion of AUM, and $7 billion of total client assets to Key. In commercial payments, fee-equivalent revenue grew 11% in 2025 as the investments we made in bankers, new geographies, and scaling embedded banking capabilities continue to build momentum. With respect to NII, we continue to have substantial tailwinds from fixed-rate asset repricing, as $17 billion of low-yielding swaps, securities, and consumer mortgages are expected to mature or prepay this year. Our loan pipelines remain healthy. Our outstandings in 2026 should benefit from the 9% commercial commitment growth we generated in 2025. We remain well-positioned for a variety of forward rate curve scenarios. As a result, I am highly confident we will grow revenues at a high single-digit rate this year, with expenses growing approximately half that rate, indicating substantial operating leverage again this year. In summary, Key is very well-positioned as we enter 2026. Our trajectory has never been better. Current macro conditions and client sentiment play to our strengths given our differentiated business model and platforms. We anticipate that in 2026, we will successfully increase both our return on capital and our return of capital. And lastly, we will deliver another outsized year of revenue growth, earnings growth, and tangible book value growth. Before I turn it over to Clark, I want to cover some changes to our Board that we announced just this morning. These changes reaffirm our board's commitment to strong corporate governance and long-term shareholder value. First, the board will nominate Tony D'Spirito and Chris Henson for election as directors at KeyCorp's 2026 Annual Meeting of Shareholders. Both candidates have impressive backgrounds in the financial services industry and bring capabilities that are directly aligned with Key's priorities. Tony D'Spirito most recently served as global chief investment officer for fundamental equities at BlackRock. Tony has portfolio manager experience spanning over thirty years. He brings deep expertise in public markets, capital allocation, and long-term value creation. Chris Henson is a former senior banking executive with extensive experience leading large financial institutions. He most recently served as head of banking and insurance at Truist, and prior to that was president, chief operating officer, and chief financial officer at BB&T. We believe these additions will enhance an already highly engaged and very capable board as we drive the next phase of value creation for Key. Following the additions of Mr. D'Spirito and Mr. Henson, the board will have added eight new directors during my tenure as CEO. We also announced that the lead independent director role has transitioned from Sandy Cutler to Todd Vasos. Todd, who currently serves as the CEO of Dollar General, has served as director of Key since 2020. Todd has been an excellent contributor to our board, and I look forward to working even more closely with Todd in his new role. Sandy Cutler will continue serving as an independent director to ensure a smooth transition to Todd. I would like to thank Sandy for his exemplary service, dedication, and significant contributions to Key as our lead independent director. Sandy has been a steady and principled presence in the boardroom, providing independent oversight as Key transformed and navigated periods of significant industry change. Additionally, Carlton Highsmith and Ruth Ann Gillis have informed us of their plans to retire from the board, effective at the annual meeting. As we announced last week, David Wilson has retired from the Board, effective immediately due to health considerations. We are deeply grateful to David, Carlton, and Ruth Ann for their meaningful contributions and dedicated service to Key during their time on the board. With that, I'd like to turn it over to Clark.

Thanks, Chris. Starting on Slide five. Our fourth quarter results demonstrated continued strong momentum across the franchise. As a reminder, the 2024 fourth quarter results were impacted by securities portfolio repositioning, and all comparable periods included FDIC special assessment impact. As such, all year-over-year comparisons are on an adjusted basis. Fourth quarter earnings per share were $0.43 or $0.41 when adjusted. Fourth quarter revenue was up 12% year over year, while expenses increased by 2%. Tax equivalent net interest income was up 15% year over year. Non-interest income increased 8% year over year, reflecting broad-based growth across our high-priority fee-based businesses. Loan loss provision of $108 million included net charge-offs of $104 million and a very modest $4 million build. The build was largely a result of increased commitments, partially offset by reductions in NPAs and criticized loans. The fourth quarter net charge-off ratio was 39 basis points. Tangible book value per share increased 3% sequentially and 18% year over year. Turning to Slide six. Chris touched on our full-year earnings performance earlier, but just to add a little more context, both net interest income and fees outperformed our guidance this past year. Net interest income increased by 23% versus our original expectation for 20% growth as commercial loan growth was stronger and deposits were better from both the balance and beta perspective. Fees grew 7.5% versus our original expectation for 5% plus as investment banking fees were up 13% even without the benefit of expected levels of M&A activity for much of the year. Wealth, commercial payments, and commercial mortgage servicing all grew at high single-digit to low double-digit rates this past year. Expenses grew roughly 4.6%, primarily due to the hiring of frontline producers and the strong fee momentum. We achieved nearly 1,200 basis points of total operating leverage, and 280 basis points of fee-based operating leverage in 2025, both better than we had expected coming into the year. Moving to the balance sheet on Slide seven. Average loans were relatively flat sequentially, reflecting a $1 billion increase in C&I loans offset by the intentional runoff of $550 million of low-yielding consumer loans as well as some net pay down activity in CRE. On a spot basis, commercial loans grew by about $1.2 billion with growth in both C&I and CRE. Growth was primarily from the power and utility sector and from broad-based middle market growth across all of our regions. C&I line utilization decreased by approximately 1% sequentially to 30% driven by an increase in commitments. C&I loan balances outstanding increased by $900 million. Turning to Slide eight. Average deposits increased by approximately $300 million sequentially, with $2 billion of commercial client deposit growth partially offset by a decline of $1.3 billion of higher-cost brokered CDs. Brokered CDs averaged $2.5 billion in the fourth quarter. Average non-interest-bearing deposits grew 1% sequentially and remained stable at 19% of total deposits, or 24% when adjusted for our high burn accounts. Total deposit cost declined by 16 basis points to 1.81%. Our cumulative interest-bearing deposit beta declined modestly as expected, to 51% through the fourth quarter, reflecting some impact from the recent Fed cuts that we would expect to pull through more fully in the coming months. We've taken proactive actions in repurchasing deposits this past year, by entering the year with a low loan-to-deposit ratio, limiting our incremental funding needs by remixing loans from consumer to commercial, by gathering lower-cost commercial deposits, particularly in payments, while managing deposit costs to consumers, we actively rotated maturing CDs in the money market deposits. Overall, interest-bearing funding costs declined by 22 basis points resulting in a cumulative interest-bearing funding beta of 67%. Slide nine provides drivers of NII and NIM this quarter. Tax equivalent NII was up 3% sequentially, driven by client deposit growth and continued balance sheet optimization efforts. We grew relationship commercial loans at relatively stable spreads to the existing book, or running off lower-yielding consumer loans. On the funding side, the commercial client deposit growth enabled us to allow the maturity of approximately $2.4 billion of higher-cost brokered CDs, long-term debt, and other short-term borrow. We exited the year with a net interest margin of 2.82%, an increase of seven basis points sequentially and above our previously indicated target of 2.75% to 2.8%. Our balance sheet remains positioned to be fairly neutral to additional Fed fund cuts as we move through 2026. Turning to Slide 10. Adjusted non-income increased 8% year over year. Investment banking and debt placement fees were $243 million, an increase of 10% year over year. Growth was driven by debt capital markets and commercial mortgage debt placement activity. Sequentially, M&A activity also picked up after industry middle market volumes have been tepid for the first nine months of the year. We're encouraged by our M&A pipelines and at this point, feel good about our ability to deliver investment banking fee growth in the first quarter off of what had been a record first quarter in 2025. Trust and Investment Services income grew 10% year over year reflecting record positive net flows and higher market values. Assets under management reached a new record high of $70 billion. Service charges on deposit accounts, and corporate service fees increased by 20% and 17% year over year, respectively. The increase in service charges was driven by momentum in commercial payments, which grew fee-equivalent revenue at 12%, while corporate services income was driven by higher loan commitment fees and client FX and derivatives activity. Commercial mortgage servicing fees were $68 million, flat year over year and down $6 million from the third quarter, reflecting the impact of lower rates on fees for lower interest-earning advances, and successful resolutions within our special servicing book. Beginning this quarter, certain of our clients have elected to collectively hold a little over $1 billion of escrow deposit balances with us in lieu of paying fees. This will have a de minimis impact on total revenue but will benefit net interest income and NIM with an offsetting impact of fees of approximately $40 million annually. We expect commercial mortgage servicing fees to run at about $50 million to $60 million per quarter in 2026. On Slide 11, fourth quarter noninterest expenses were $1.3 billion, up 7% sequentially and 2% year over year. There were roughly $30 million of unusually elevated expenses in the fourth quarter and therefore would not use this quarter as a run rate moving forward. Versus the year-ago quarter, growth was primarily driven by higher personnel expense related to frontline banker hires, higher employee benefits costs, and higher incentive compensation related to the strong revenue performance. Sequentially, expense growth was driven by investments in technology and talent, higher incentive compensation, seasonality in areas such as employee benefits costs, contractor, and professional services spend, and marketing, as well as certain elevated expenses in the quarter. As shown on Slide 12, credit quality is broadly improving. Net charge-offs were $104 million, down 9% sequentially and were an annualized 39 basis points of average loans. Full-year net charge-offs of 41 basis points were toward the better end of our full-year target range of 40 to 45 basis points. Nonperforming assets declined by 6% sequentially, and the NPA ratio improved by four basis points to 59 basis points. Criticized loans declined by $500 million or 8% sequentially with broad-based improvements across C&I and commercial real estate. Turning to Slide 13. Our CET1 ratio was 11.7% quarter-end as net earnings generation was offset by RWA growth associated with loan mix and commitments growth, and capital return from share buybacks and dividends. Our marked CET1 ratio, which includes unrealized AFS and pension losses, was flat sequentially at 10.3%. As Chris mentioned earlier, we plan to repurchase at least $300 million worth of shares in the first quarter and at least $1.2 billion for the full year 2026. Slide 14 provides our 2026 guidance relative to 2025, and reiteration of our medium and long-term targets. We expect revenue to be up about 7%, driven by net interest income growth of 8% to 10%, and non-interest income growth of 3% to 4%. Adjusting for recent business decisions that net-net will have no impact on earnings, we expect noninterest income to grow 5% to 6%. Within that, we expect investment banking fees to grow about 5%, wealth fees to grow in the high single digits, and commercial payments fees to grow in the low double digits. We expect expenses to be up 3% to 4% this year or half the rate of revenue growth, which implies substantial positive operating leverage of approximately 300 to 400 basis points in 2026. We expect average loans to grow 1% to 2% with commercial loans growing at about 5% as we continue to remix the run-up of consumer loans into higher-yielding relationship-based commercial loans. We expect the full-year net charge-off ratio to remain stable at 40 to 45 basis points. Finally, we expect the tax rate to be approximately 22% or 23% on a taxable equivalent basis. In summary, subject to the usual macro caveats, we're confident that we will deliver another year of outsized organic revenue and earnings growth for our shareholders. I will 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 on your telephone keypad. If for any reason you would like to remove your question, please press star followed by 2. If you are streaming today's call and would like to ask a question, please dial in and then press 1. As a reminder, if you are using a speakerphone, remember to pick up your handset before asking a question. We will pause here to allow questions to register. Our first question will go to the line of Ebrahim Poonawala with Bank of America. Ebrahim, your line is open.

I guess maybe first for you, Chris. So you talked about the capital plan. We the board changes to the board this morning, all very clear. As we think about just from your standpoint, what's sort of from an organic perspective, what's what are the strategic priorities as we think about where you are spending your time? Is it about getting to that 15% RoTE at a faster rate? Banker hiring? Like, just talk to us, like, where you're focused on as we think about 2026, which could lead to maybe better growth, better ROE for Key. Thanks.

Sure. Well, thank you for the question. So first and foremost, I'm thinking about growing the business organically. And anytime we talk about that, we talk about really kind of the three key areas. One is middle market and payments. The other is our investment bank. And then lastly, wealth and specifically mass affluent. That's where we've made a ton of investments. We think we have a great opportunity. Frankly, there's a lot of market disruption that's there to be had. And so what I'm focused on is we sit down with our teams every single week is, you know, we've added all these people. We've onboarded them. We inspect what they do and making sure we're out there in the marketplace. We know we have a right to win, and we have a way to win, and we focus a lot on that. Next is, of course, you know, the return on capital. And as we've talked about, we have a lot of levers we can pull to get there. We've talked about 15%, but it's on the path to 16% to 19%. And a lot of that is mechanical, but there's a lot of things that we can do in terms of growing the business and generating those kinds of returns. Next, we obviously think about return of capital. And I think we were pretty clear this morning as to what our path is in terms of return of capital. So we're working on that. And then lastly is to continue to position the business for the next leg of growth. We've made all these investments. We announced some pretty significant changes to our board of directors today. We've hired a lot of people. We're in the marketplace right now. Hiring people. We're investing heavily in AI and technology. Our investments in tech and ops have gone from $800 million to $900 million last year to $1 billion this year. I think we're doing well with respect to implementing AI, but there's a lot more that we can do. We've done it in certain areas, like our call centers, in certain areas like internal things. But there's opportunities to really rethink our entire business. For example, loan underwriting and processing. We can look at those whole horizontal areas and apply a lot of technology. It'll be money-saving. And, by the way, it'll give you a better experience for our clients. So that's kind of what I'm focused on day in and day out. Thank you for the question.

That's helpful. And I guess maybe one follow-up, Clark, I think you mentioned investment banking fees should be up from a year ago. It looks like you're resetting and just everything that you all have talked about, sponsor activity, middle market activity picking up. That investment banking should be much stronger. Your fee guide seems conservative. Just tell us, like, how the assumptions underpinning that fee guide and why investment banking in that in the low 200s or the low to 200 or mid-200 range per quarter is not a reasonable sort of run rate going forward. Thanks.

Yeah. Thanks, Ebrahim. So maybe a couple of just specific comments on that area. So we talked about a 10% banker hire target for last year. We achieved just over nine. So, again, the 10 is a guidepost. We didn't want to hit 10 just to do it. We were picking the right people in the right markets at the right price. In investment banking, it was closer to five. And, again, that market, you know, we added some excellent people, but it's competitive, obviously, and heating up. So we didn't stretch too far for people that weren't the right fit for us. That goes to the 5% guide. And while we saw our first, I think, pop in middle market M&A here in the fourth quarter, and we'd expect that to roll into the first quarter, we don't have a ton of visibility throughout the rest of the year that that'll continue. If we see that, we think there's clear upside to that guide. But at the moment, we're a little bit hesitant because we just haven't seen that trend continue for more than a quarter at a time at this point.

Yep.

Thank you, Ebrahim. Our next question will go to the line of Ryan Nash with Goldman Sachs. Ryan, your line is open.

Good morning, guys. Good morning, Ryan. Maybe as a follow-up to the last question, you know, obviously, 67% revenue growth, the exit run rate maybe looks a tad slower. You just talked in your remarks about hiring a handful of bankers. So can you maybe just expand on your expectations for growth? Do you think that we could see a pickup as these bankers start producing? Really just trying to get a sense for how you're thinking about conservatism of your growth guidance both in '26 and over the medium term? Thank you.

Sure. So we've done a lot of hiring. We're gonna continue to hire. We've been very successful in doing that. We've always said that the burn-in is about twelve to eighteen months. But on and and by the way, we hired a bunch of people in the middle and late last year. Obviously, that will take a little bit of time. Having said that, for example, some groups that we brought on at the very end of 2024 were extremely productive in 2025. I think the market is gonna be hospitable to getting deals done. So I've looked for I looked at our backlogs, and I looked at the people we've hired. We have more people. We have more clients today than we've ever had. We have more people on the street with the Key business card than we've ever had. We have a pretty good market. And our backlogs are at historically high levels. So I am, I'm optimistic as we look forward.

Hey, Ryan. So this is Clark. I might just add a couple maybe contextual points to that. So as I mentioned in the last answer, we hired just above 9%. If I break that out and about where we hired folks, in our consumer bank, that number would have been more low double digits. And what they're gonna drive is kind of 8% growth in the year across the areas of consumer that they drive. There's a bunch of fees in consumer that aren't connected to these hires. Wealth, as we said, up high single digits. And managed fees in wealth, which we're transitioning away from transaction fees to manage fees, should be up low double digits. So to give you a flavor for that, middle market and payments, up about 8%. We're gonna see FER growth fee equivalent revenue growth, and payments up low single or low double digits. And then as I said in investment banking, you know, 5% hires and up 5%. The one maybe maybe a little bit more color on what I said in the last response. You know, there are some elements of potential here that we haven't included. I mean, one, we haven't included a macro deterioration. But on the other side, we haven't assumed for the full year that middle market M&A will return. That is both a lending and a fee opportunity. We haven't incorporated any cuts beyond the two that are in the forwards today, and we really incorporated significant CapEx increase from things like the bonus depreciation. We've talked to clients about that. They're talking about it. We just haven't seen it manifest yet. If it does, I think there's a lot of opportunity there for us to grow a little bit faster.

Got it. And Clark, maybe as a follow-up, when I look at the 4Q exit run rate guidance for net interest margin average earning assets, it looks like the run rate for average earning assets a little bit lower from the current level. Maybe just talk a little bit about what's causing that. Obviously, we know that there's the consumer runoff, but anything else? And when can we expect average earning assets to bottom and begin to grow again? Thank you.

Sure. So we did show actual loan growth this year. So commercial will continue to be strong at five or so percent. We'll see 1% to 2% loan growth in the year. So I think we've seen the bottom on earning assets, and we'll start to see that elevate over time. Maybe two quick comments on just the composition of the balance sheet that I think are important. One, we've talked pretty frequently about the remixing of C&I loans, away from residential real estate primarily. So you know, long-dated, low fixed-rate assets into broad-based relationship, commercial assets, so that'll continue. And then secondly, on the deposit side, we continue to remix from brokered CDs and deposits into clients. Deposits. So you'll see deposit balances for the year relatively stable. But we will take broker deposits basically to zero by the middle of this year. And replace that completely with client deposits. So, again, it's really just creating much more efficiency in the balance sheet and sustainability. And I think the other component to your question, Ryan, is just the seasonality of the quarter. So every fourth quarter is our low point in NII. We'll see that again this year. We'll grow throughout the year. And I feel pretty confident that we'll exit the year with an NII that's, you know, $1.3 billion or more. So a little bit above, I think, the math you were doing there, but you know, that had that sort of owns the seasonality and growth throughout the year.

Ryan, the only thing I would add to that is just to remind people, our business model is a bit differentiated from others. When the markets are wide open as they are right now, we only put about 20% of the capital we raise on our balance sheet, which obviously manifests itself in fees, but it certainly doesn't in balance sheet growth. So I would just add that.

I appreciate that. Thanks for the call, guys.

Thank you, Ryan. Our next question will go to the line of John Pancari with Evercore ISI. John, your line is open.

Morning. As a follow-up to that, regarding your margin NII expectation, could you maybe give us your deposit beta assumption that underlies that margin exit rate to 3 to 3.05 by the end of the year?

Sure. So right now, you know, we ended the year at a low 50s. That came down slightly from the third quarter as we expected just given the cuts in the fourth quarter and the timing it takes to get primarily some of the consumer rates through the system, we'd expect to pick that up this year. But we do expect kinda low to mid-fifties beta throughout the year. On a relatively stable deposit base as I said, but that is a remixing of brokered deposits into client deposits. And that brokered deposit balance in the fourth quarter average was about $2.5 billion.

Okay. Thanks. And on the 15% proxy that you reiterated for your 2027, can you maybe give us some color on the components? Like how you're thinking about the margin underlying that? And then also, you talked about the growth dynamics impacting the balance sheet and the remix. Do you think about the pace of growth that gets you to that ROCE as you think about it for 2027 and maybe the thoughts on efficiency components as well? Thanks.

Sure. Thanks, John. So we have guided to three plus NIM in fourth quarter 2026. Feel very good about that. Similarly, 3.25% plus in the '27. And really, I think about that as having three components. One would be just the stabilization as we bring on this remix of C&I loans at higher yields, and run off the consumer. So that's sort of the organic rotation in the loan book. There is a bunch of fixed-rate fixed-price fixed-asset repricing going on about $17 billion in 2026 and probably a similar amount in '27 that will roll over into better returns. So, you know, those two components. And then I think ongoing solid deposit growth and deposit management. I'd say about 75% of '26 growth is mechanical versus organic, and it starts to get a little bit closer to fifty-fifty as we move through that two-year cycle. But I think overall that, you know, the biggest driver of that is just the NIM expansion that we've talked about. Our view this year and there's some moving pieces on the fee side, but you know, fees basically growing in line with or slightly better than expenses. I think as you get into '27, we can continue to deliver positive fee-based operating leverage, which will drive a little bit more returns, and then we'll know, again, to manage expenses. We've talked about the capital return in '26. Haven't committed to what that looks like in '27 at this point, but presuming a constructive macro environment and expected performance in our credit book, you could see us pull some levers there that would allow us to comfortably get to that 15 or beyond.

Thanks for all that color, Clark.

Sure.

Thank you, John. Our next question will go to the line of Mike Mayo with Wells Fargo Securities. Mike, your line is open.

Hi. You made some several changes to your board. I guess you added Tony and Chris to your board. And you changed the lead director. And I just want to, I know you've covered this in the past, but as far as your appetite for a bank acquisition, you know, where is that given these board changes, different board just gonna different views. And then separately, as far as a nonbank acquisition such as to propel your capital markets investment banking, M&A business. And can you just clarify, do you have some visibility past the first quarter? I know you said first quarter should be up versus your record first quarter last year. How do you see that playing out? So a few questions in there.

Sure. Thanks, Mike, and good morning to you. So a few things. Our capital priorities are unchanged. We've been pretty consistent about communicating them. I think I was unambiguous about our capital priorities at Goldman. And those are to, first and foremost, to support our clients. Secondly, to continue to invest in people and technology, and some of those are groups of people. I already touched on our investments in technology, which we're leaning into. Third is obviously to pay the dividend. That goes without saying. Fourth, our complimentary fee-based and capability-enhancing acquisitions, which was part of your multipart question, the answer is yes. We're keenly interested in adding groups of knowledge workers, whether those are group hires, individual hires, or boutiques. And you can assume that we're out there and having discussions and we see probably everything that goes on out there. And then lastly, what's left over, and we covered that today as well, are the buybacks. And, obviously, the buybacks were sort of a product. We're generating a lot of capital. And we had and we started with a lot of capital. So you can imagine, the ability to have a pretty aggressive buyback program is there. The last part of your question was visibility past the first quarter. I would say, look. It's the deal business. I would say we have very good visibility through quarter one. Also, our backlogs are at historically high levels. So our view on that, frankly, is rather conservative. In this business, you can't have a great year without having a great start. And we will get off to a great start, and we have good backlogs. Let's hope the markets stay in place, and we can revisit it as the year develops.

And as far as the bank acquisition question, part of the...

I thought I hit that head on twice. I'll do it again. We were unambiguous, Mike. That is not something we're focused on in spite of the fact that we have made some board changes. That doesn't change our philosophy of our of basically what our capital priorities are.

And just one last follow-up. You're calling for middle market M&A has been muted for three years, all right? We see the biggest players know, they're really starting to go gangbusters. It hasn't really trickled down yet. You're saying it's trickled down. Sponsors should be more active. You have historically elevated levels. What's causing the delay, and why is it turning now? And why don't you have visibility past the first quarter if you think it's back?

Well, I mean, we do have visibility. Just that it's the deal business, and there's just a lot of uncertainty. The reason it's been muted for three years is basically what we've all lived through. And a lot of it from the financial sponsor perspective was the assumption of rates. Obviously, the forwards had been so wrong for so long. Know, there were gonna be seven cuts, and then there were gonna be five cuts, and then there be three cuts. And that does not really facilitate a lot of financing. I think it's pretty clear now that the ten-year in spite of the turbulence even in a day like today, that the ten-year is kinda range-bound, call it four to four three, something like that. And you can transact very, very significantly there. So what happened last year is there was a lot of strategic deals, and then there were some very large financial sponsor deals. And what we see based on the actual discussions we're having both with the financial sponsors and at the Portco level is we think that's gonna break free. Know, as long as there's an inverse relationship between the holding period and the cash on cash return, I think there's gonna be a lot of people looking for liquidity this year.

And, Mike, I just add that you know, last year, a lower percentage of our capital markets fees came from M&A advisory and financial sponsors as we would normally expect. We saw a little bit of a reversion to the long-term mean in the fourth quarter. And we would expect that again in the first quarter. The challenge in that market particularly given the prevalence of private equity has been more fund-to-fund transfers than actual outright sales. So you know, what we need to break is them not trading across funds or within funds, but actually moving the properties across GPs, basically.

Alright. Thank you.

Sure.

Thank you, Mike. Our next question will go to the line of Gerard Cassidy with RBC Capital Markets. Gerard, your line is open.

Hi, Chris. Hi, Clark.

Hey. Good morning, Rick.

Chris, can you share with us when you look at your average loan in slide seven, there's a nice pickup after the 2025, which of course, all the uncertainty around Liberation Day in the 2025, Can you share with us what your commercial C&I customers are feeling today versus, you know, nine months ago and their outlook, they just more comfortable living with the uncertainty that we're getting out of Washington when it comes to the policies this administration is pursuing?

Well, it's a great question. I think there's a couple of things that have happened in the last nine months. One, people have gotten used to having a fair amount of uncertainty. And I think people have adjusted to that. But there's been some significant hurdles for middle market companies that have been clarified. The first was Liberation Day the tariff, absent what's going on this weekend, the tariff thing has sort of played out, and I think most companies are very comfortable with it. The second thing that has played out, and it played out, obviously, not until early July, was the new tax bill which allows you to pull forward all of this accelerated depreciation, which is CapEx. We constantly interview our clients, and 60% believe that their business will be helped by the tax bill that passed, in early July. So I think it's a combination of things. One, the recession that everyone had been predicting as imminent forever didn't happen. That's one thing. You got greater clarity with respect to tariffs. You got a tax break. In the meantime, these businesses, Gerard, are doing very well. They're generating a lot of cash. So you put all that together and actually pretty optimistic as we look forward.

Very good. I appreciate that, Chris. And then, you also gave us good details on your NDFI portfolio, slide 19. And can you just remind us, I know the quality of it is very strong. But what are you guys seeing there in terms of growth? And are there has there been any changes in trends on quality? It doesn't appear to be that way, but about any further color on the slide 19?

Sure. Just I'll give you a couple of comments, and I'm going to turn it over to Clark. One, the biggest piece of that is something we call SFL, which we've been in twenty years, and I think we've had one charge-off. Very, very high quality. The next biggest piece are investment-grade REITs, which we're lending to the entity, not to the project, which I think is a really important point, 40 something loan to value. The next piece of it is our a lot of insurance companies, and as you well know, insurance companies are sort of required, to keep a certain amount of capital. So I feel really, really good about the portfolio. You're asked about the trajectory of growth. Part of there is some growth there, but a lot of it is sort of a reclass in the way that we're reporting it.

Yeah. And I would so I know you're familiar Gerard, with all the regulatory reporting changes. We did not see an enormous amount of growth, particularly in the second half of that book. And I would say it's largely because in our specialty finance lending business, we were turning away deals that we just did not think fit the structure. Integrity of what we're trying to do there. And if, you know, ahead of our business was here, he'd say he turned down more deals in 2025 than he has in the prior decade and a half to two decades. So you know, if we see a reversion to what we think the right standards are, you will see growth there. But to the extent we don't, we're happy to stay on the sidelines and wait to clean it up later.

Very good. Thank you.

Thank you, Gerard. Our next question will go to the line of Chris McGratty with KBW. Chris, your line is open.

Good morning. Thanks for the question. Chris or Clark, the CET1 target, the 9.5% to 10 over time, I'm interested in the kind of the walk from where you are today at ten three, the consumption of it. Right? You talked about buybacks $1.3 billion plus this year. Would imagine at some point, there's going to be a handoff to on-balance sheet growth versus know, syndicating more out. But any thoughts there would be great. Thank you.

Sure. So kinda from a perspective of where we are and where we're going, you're exactly right. On a marked basis, we're ten three. On a reported basis, we're eleven seven. We will burn down in 2026 from ten three to 10. Hence, the share repurchases. There will also be, as you know, we're finally gonna get some finalization on the capital rules. And this is a dynamic thing. We'll continue to revisit what we think is the right target for us at the right time. So that's, that's kind of the big picture.

Yeah. And, Chris, the components I might just give you just you know, ten three to 10, call that half $1 billion. We'll distribute another $700 million or more throughout the year. So we will pay out likely above our target payout ratio of 70 to 80%, which is dividends. And buybacks in 2026. So again, that gets us to the top end of the range as Chris said, we'll keep an eye out for what changes occur on the regulatory front. The other two components or three components will be loan growth, which obviously is our top priority, and we'll continue to support that where it makes sense. The second will be just the macro environment and overall credit performance. So obviously, the capital is there to support any issues there. And then the third is you know, around just the rating agencies and where we need to be relative to that, although we feel, again, very good about where we sit today. So I think job one in 2026 is get us to the top end of that range and then take a look at where we are and how strong we feel about our own performance in the economy and then decide where we wanna be in that range going forward.

Great. And on slide my be on slide 14. I you may have hit it, but I wanna make sure the walk between the 15 plus ROTC and four q of 27 and that's 16 to 19. I'm interested in kind of the timing. I don't think you've given a timing for that 16 to 19 and also what do you think the biggest what do you need to do to get, you know, into that range beyond the 15? Percent in the end of next year? Thanks.

Sure. So the first answer to your first part of question, we have not given a time that we will hit to our long-term goal of 16 to 19. But I can tell you this, the big hurdles we say of half of it to get to 17. Is, to get to 15 is mechanical. Obviously, we go forward, more and more of that will have to be business generated. And we'll have to do that. And the other thing that you always have to do when you're talking about returns is we have to maintain our credit quality. There's nothing that and and by the way, I'm quite confident that we will based on our model. But that's the other thing we're focused on.

Yeah. And I would just say, Chris, getting you know, we've been a little bit on this balance sheet optimization path for the last couple years that'll continue you know, for the most part in 2026. I think the two real opportunities are gonna be getting that more efficient balance sheet, which is, you know, reflected in the NIM that we'll like 3.25% plus and then growing the balance sheet from there sustainably with good client relationships. It's gonna be growing fees at or above our expense growth rate, which, again, I think provides a little bit more leverage then managing capital to the right level. So I think pulling all three of those dials as we go forward gets us gets us into that 16 to 19% range.

Sounds great. Thank you.

Thank you, Chris. Our next question will go to the line of Matthew O'Connor with Deutsche Bank. Matthew, your line is open.

Good morning. It seems like commercial real estate broadly speaking, has inflected with the growth starting to pick up at least kind of industry-wide. And I was hoping you could talk about what you're seeing across your customer base there and how you think about the leverage to Key? And I understand it's both a lending and fee opportunity. Thanks.

Yeah, Matt. Thanks for the question. And I actually think our real estate platform is probably one of our very best platforms. We have not seen loan growth per se. I think if you look at our guide, basically, what we're saying is that it'll be flat on an average basis this year, and it'll be up 3% from the '25 to the '26. That's a business that's an interesting one because we only have about $12 billion or so on our balance sheet. And we, in a typical year, would probably place even more than that into the markets. And so that's a business that I think is really poised to grow. And I think it's poised I think it's poised to grow because there really hasn't been a lot of transactional activity. Most of it's been refinanced. And I think we're at a point now where the bid and the ask are coming together, and I think you're gonna see a lot of activity. So that's, I think that's some upside for us as we look forward.

Yeah. And I might Matt, just give you some high-level views. So we would think our CRE business in its entirety will grow, you know, price seven six, seven, 8% this year. I break that into our sort of traditional banking businesses, lending, and capital markets. And then just separate that from servicing, which we've talked a lot about and had a record year in 2025. That will be down this year just given a couple components. From a total revenue standpoint, it'd be roughly flat to down maybe low single digits. On the fee side, that will be down somewhat significantly owing really to three things. One is a movement of some deposits which were previously placed going to our balance sheet, which produces NII that's kind of a net neutral. We do see advance on rates on advances coming down as fed funds and so forth come down. So that does impact the business. And then obviously, as the market resolves, we see less special service and again coming off a record high. All in all, know, again, down for the year, but coming off a fantastic 2025. It's a business we love and feel very good about. We think to the extent CRE as a broad market player comes back, we'll have more and more opportunities to grow our primary service. But net-net, you know, we continue to love the commercial real estate business. I just wanna give a little bit context on the components.

Okay. Thank you. That's good detail.

Thank you, Matthew. Our next question will go to the line of Ken Usdin with Autonomous. Ken, your line is open.

Thanks. Good morning. As you move past 2026, you mentioned you've done doing a lot of hiring this year and that puts against a really good revenue start because of the baked-in stuff you mentioned earlier. As you think about getting past this year when a little bit more of a fifty-fifty kind of baked in versus kind of just what the market gives, how do you think about just what the right natural expense growth rate of the company is? And, you know, given the pace at which you're really leaning into hiring this year? Thanks.

Yeah. So we've thanks, Ken. We've talked about really long-term sort of 2% to 3% expense growth and that was is always gonna include some meaningful component of continuous improvement where we're finding efficiencies and then reinvesting them. You saw us at about four and a half in '25. We're talking about three to 4% this year, and I think we'll just step down over the next year or two get to that longer-term growth rate.

Okay. And just one follow-up on consumer book. You mentioned that you still expect some runoff for the year. So relative to the $30 billion or so consumer loans at the end of the year, what do you have a view of, like, when and where that bottoms as your runoff comes to or, you know, heads towards the bottom. Thanks.

So we've talked about this. Every quarter, we run off and, obviously, it depends what the rates are. Just to refresh everyone's memory, most of this runoff are mortgages to doctors and dentists. They yield about 3.3%. So we think that we think their money good, but, obviously, from a balance sheet perspective, we you know, the runoff is just fine. We think the runoff will be about, you know, as I said, about $600 million a quarter. And I would suspect it depends on rates, but I would suspect it would bottom out in the next couple years.

That's, like, total for the consumer book. Okay. Yep. That's correct.

And what we're doing just so you know, what we're doing what we're doing to try to get some consumer loan growth is we're really building out our home equity capabilities. 50% of our customers have significant equity in their homes. And so slowly but surely, we're replacing that mortgage product with home equity. And then the other thing that we have that will kick in at some point as the rate cycle plays out is we still have our student lending platform that refinances federally issued student loans. But, obviously, both the vintage the interest rates have to be right for that.

Thank you, Ken. Our next question will go to the line of Erika Najarian with UBS. Erika, your line is open.

Hi. I know it's a busy day for investors. So just one cleanup question. Clark, implied in the earlier questions is that the investor base is thinking that the guide is a little bit sort of softer than high expectations, no good deed goes unpunished. But just to level set, you did mention that there's a level of conservatism embedded in the guide in terms of the macro backdrop. And so know, it feels like you know, I guess that's a good conclusion to have that there's some conservatism or in the guide. Relative to what the macro could be in 26.

Yeah. So maybe I'll make a couple comments and then you can tell me if I was responsive here. But you know, the first point, and I think you made it there is, know, the strength of our 25 results obviously impacts the year-over-year comparison. But what I would say is the guide we're providing here is a little bit better than we would have expected a quarter or two ago in terms of absolute dollars. The growth rate obviously you know, starts with where we ended the year. But I'd say, you know, overall, as we mentioned, we feel good about the numbers. There's obviously a lot of moving pieces for Key and the economy here. But as you saw last year, I think we're pretty dialed in on running these businesses. And with regard to our forecasting, you know, as pieces come into Clear Focus, we'll share the updates throughout the year. So as of now, this really reflects the visibility we have in front of us but our ability to outperform our guide last year was driven by the compelling trajectory of the businesses here and our ability to seize opportunities as we see them and we'll continue to do them. But I would just underscore that we continue to be very confident in the guide and very positive about the direction of travel.

Got it. All I needed. Thank you.

Thank you, Erika. Our next question will go to the line of Manan Gosalia with Morgan Stanley. Your line is open.

Hey. Good morning. So I just wanted to follow-up on all the comments made on the commercial loan growth side this morning. You know, it feels like there's some strong momentum there. Rates are lower. You know, 60% or more expect that they will benefit from the OVBAs. CRE starting to look better. Yeah. I think you noted in your deck that lines grew nicely in the quarter as well. So I guess the question there is, given the guide for commercial loans to grow at about 5% year on year next year, or in 2026. Is there room for growth to accelerate as we go through the year, and is there some upside there as well?

Yes. I think there is. I mean, if you think about commercial at 5%, you've got C&I in there at that call it 7%. And I already talked about CRE. So I do think there's an opportunity for the guide to go up as the year develops, and we'll see how it plays out.

Yeah. I might just add on from a, again, risk perspective. We are not adjusting our risk appetite. So we think we can achieve this growth with prudent underwriting just as we have. So, again, we're not boosting our standards to achieve this growth.

Great. And then Chris, you spoke about how much more there is to do on AI. And you also continue to hire more frontline bankers. I guess when we look at the expense guide of three to 4%, could you just break out what level of investment spend that includes and what the ongoing you're generating from the business are.

Yeah. So it's too early to be able to claim a lot of efficiencies yet with respect to AI. But I can tell you, I said we've stepped up $100 million in each of the last three years. And we also, by the way, have found through continuous improvement about $100 million in savings each and every year. And so I think that it's one of those things as we properly reconfigure Key and start to look at these horizontal teams and use technology, I think we'll actually be able to fund a lot of it. So it's early to claim some kind of cost savings. Obviously, I could give you specific ones like a call to a call center costs 25¢ using AI. And if a human picks it up, it costs $9. Those are small, very focused things. We're focused really on more transformational activities.

That's all for me. Thanks very much.

Yeah. You're welcome.

Thank you, Manan. Our next question will go to the line of David Giaverini with Jefferies. David, your line is open.

Hi. Thanks for taking the question. So I had a follow-up on balance sheet growth over the medium term. So you're guiding to a flattish average earning assets. And in 2026, what's a reasonable growth rate in average earning assets as you hit your stride, say, over three years, is GDP plus the right way to think of it as your investment kinda take hold?

Yeah. So the way we tend to think about that David, is in our four industry verticals, we like when the market is open and, you know, we like the risk profile, we think we can grow GDP plus because of our focus and expertise in those areas. I think broadly, commercial loan growth at sort of GDP with maybe a little bit of upside is right. And then consumer probably running slightly below GDP. So I think overall, your combined loan growth probably looks in that

Thanks for that. And then my follow-up is on credit quality. Good trends in non-assets and criticized loans. Remind us of your ACL comfort level and reserve build outlook and then any areas you're watching more closely.

Yes. So let me start with the reserve and then Mo will maybe comment on the areas he's focused on. So generally, we've seen very good credit trends throughout the year. We had a very solid fourth quarter in terms of NPAs, NCOs, and Crick coming down. We built reserves over the course of the year, about $40 million. I think two things there. One, or maybe three. One is, you know, loan growth drives reserving in general. And we've had that on the C&I side. The rotation from residential to C&I over time will require a little bit more reserving because C&I loans are going to all other things being equal have a little bit more credit cost than our super prime consumer loans. And then the third piece is we just are still reflecting some macro uncertainty that continues to be out there. I think there is some potential for release throughout the year if we get more clarity on that or the economy just, you know, gets visibly more stable broadly. Things like geopolitical risks, etcetera. But that's really what's reflected in that reserving at this point.

Yeah. I think that's well said, Clark. And again, overall benign economic environment from our perspective. Just a few watch areas that we're considering consistent with our culture of early risk identification. So, you know, consumer discretionary, that's about a $5 billion portfolio. One of the areas we're watching, probably not surprising given probably what you all see also in the macro environment. Some parts of health care, again, had some, you know, ups and downs, but, again, we don't expect a lot of lost content. And then lastly, agriculture. Again, an area we're watching, but again, a relatively small portfolio. So overall, I think our outlook is still pretty sanguine. But again, consistent with a strong culture of early risk identification, we do have some areas that we're watching.

Thanks very much.

Thank you, David. With no additional questions registered at this time, I'll go ahead and turn the call back over to you, Chris, for closing remarks.

Certainly. That concludes our fourth quarter earnings call. Thank you for all of your interest in Key. To the extent people have additional questions, please do not hesitate to reach out directly to Brian Mauney. Thank you so much, and have a good day. Goodbye.