Bank of Nova Scotia (BNS) shifts 183,268 KEYCORP shares back to issuer

Rhea-AI Filing Summary

Bank of Nova Scotia reported a disposition of KEYCORP common shares back to the issuer. On this Form 4, the bank transferred 183,268 Common Shares to KeyCorp at a price of $19.43 per share in a transaction classified as a disposition to the issuer.

According to an Investment Agreement dated August 12, 2024, Bank of Nova Scotia participates, in certain circumstances automatically, on a pro rata basis in any KeyCorp common share repurchases. Following this transaction, it continues to hold 159,876,052 Common Shares directly, indicating this was a small adjustment relative to its overall position.

Insights

Equity capital markets analyst

Routine pro rata issuer repurchase participation, modest scale vs. stake.

Bank of Nova Scotia disposed of 183,268 KeyCorp Common Shares at $19.43 per share through a transaction classified as a disposition to the issuer. The footnote links this to an existing Investment Agreement under which the bank joins KeyCorp’s buybacks on a pro rata basis.

Post-transaction holdings remain large at 159,876,052 Common Shares, so the shares disposed represent a small fraction of its position. Because the transaction is driven by contractual participation in issuer repurchases rather than open-market selling, it reads as a mechanical adjustment rather than a directional bet on KeyCorp’s share price.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BANK OF NOVA SCOTIA

(Last) (First) (Middle)

40 TEMPERANCE STREET

(Street)

TORONTO M5H 0B4

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [ KEY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/17/2026		D(1)		183,268	D	$19.43	159,876,052	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024 (the "Investment Agreement"), and related arrangements between the Reporting Person and the Issuer, pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer of its common shares.

Remarks:

Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director-by-deputization by virtue of the Reporting Person's contractual right to nominate directors to the board of directors of the Issuer pursuant to the Investment Agreement.

	/s/ Raj Sachdeva, Vice President, Head of GBM&T Compliance Canada	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Bank of Nova Scotia report on this Form 4 related to KEYCORP?

Bank of Nova Scotia reported a disposition of 183,268 KEYCORP Common Shares back to the issuer at $19.43 per share. The transaction was classified as a disposition to the issuer rather than an open-market trade, reflecting a structured adjustment to its holdings.

How many KEYCORP shares does Bank of Nova Scotia hold after this Form 4 transaction?

After the reported transaction, Bank of Nova Scotia holds 159,876,052 KEYCORP Common Shares directly. This shows that the 183,268 shares disposed in the filing are small relative to its overall position and do not materially change its status as a large shareholder.

What is the nature of Bank of Nova Scotia’s disposition of KEYCORP shares?

The disposition is categorized as a transaction to the issuer, not an open-market sale. It occurred under an Investment Agreement that has Bank of Nova Scotia participate on a pro rata basis whenever KeyCorp repurchases its own common shares under specified circumstances.

What agreement governs Bank of Nova Scotia’s participation in KEYCORP share repurchases?

The transaction is pursuant to an Investment Agreement between Bank of Nova Scotia and KeyCorp dated August 12, 2024. Under this agreement, the bank participates, sometimes automatically, on a pro rata basis in any repurchase by KeyCorp of its common shares as described.

Does this Bank of Nova Scotia Form 4 indicate open-market selling of KEYCORP stock?

No, the Form 4 describes a disposition to the issuer rather than open-market selling. Shares were transferred back to KeyCorp under the Investment Agreement governing pro rata participation in buybacks, making the event more mechanical than a discretionary market sale by the shareholder.

Why is Bank of Nova Scotia considered a significant holder of KEYCORP shares?

The Form 4 identifies Bank of Nova Scotia as both a director and a ten percent owner of KeyCorp. After the reported transaction, it still holds 159,876,052 Common Shares, underscoring its role as a major shareholder with substantial ongoing equity exposure to the company.