[144] KeyCorp SEC Filing

Rhea-AI Filing Summary

Schedule 13G/A Amendment 22 discloses that First Trust Portfolios L.P., First Trust Advisors L.P. and their parent, The Charger Corp., collectively hold 12,194,520 shares of FT Vest U.S. Equity Buffer ETF – November (CUSIP 33740F847) as of 30 Jun 2025. The position represents 64.52 % of the ETF’s outstanding units.

All three Illinois-based entities report shared voting and dispositive power over the entire stake; none is held with sole authority. The shares are largely owned by unit investment trusts (UITs) sponsored by First Trust Portfolios and portfolios advised by First Trust Advisors. The UIT trustee, not the reporting persons, votes the shares to mirror the broader shareholder base, although First Trust Portfolios may exercise discretion under Rule 12d1-4 agreements. Each filer disclaims beneficial ownership.

The certification states the securities were acquired in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. A Joint Filing Agreement is included as Exhibit 99.1.

Positive

• 64.52 % stake by sponsor-related entities suggests strong economic alignment with the ETF’s performance.

Negative

• High ownership concentration may limit secondary-market liquidity and dilute minority shareholder influence.

Insights

Portfolio Manager

TL;DR Concentrated 64.5 % stake held by First Trust affiliates; passive intent signaled, but float and liquidity are constrained.

Impact: Neutral. While sponsor alignment can support asset growth and tracking, the concentration leaves only ~35 % of units in public hands, potentially widening bid-ask spreads and amplifying redemption risk. Because the voting power is shared and delegated to UIT trustees, governance influence appears limited. No change in control intent reduces immediate strategic implications.

Corporate Governance Analyst

TL;DR First Trust entities jointly own a control-sized position yet disclaim intent to influence; oversight depends on UIT trustee voting.

The large block could raise governance questions if voting arrangements fail to reflect broader shareholder interests. However, Rule 12d1-4 mechanisms and mirrored voting language mitigate overt control concerns. From a regulatory standpoint, proper filing and certification reduce compliance risk.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	112149	2115130.14	1095942434	07/23/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/23/2025	Option Granted - 02/15/2016	Issuer			112149	07/23/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many shares of FT Vest U.S. Equity Buffer ETF – November are owned by First Trust entities?

They report 12,194,520 shares, equal to 64.52 % of the outstanding units.

Do First Trust Portfolios and affiliates have sole voting power over the ETF shares?

No. They report 0 shares with sole voting power; all voting and dispositive authority is shared.

Why were these securities acquired?

The certification states they were acquired in the ordinary course of business, not to influence control of the issuer.

What vehicles hold the reported shares?

Primarily unit investment trusts sponsored by First Trust Portfolios and other funds/advisory accounts managed by First Trust Advisors.

Does the filing indicate any plan to change the ETF’s management or strategy?

No. The filers explicitly disclaim any intent to change or influence control of the issuer.

When is the reporting date for this ownership information?

The ownership reflects holdings as of 30 June 2025, with the filing signed on 23 July 2025.