Bank of Nova Scotia (NYSE: KEY) returns 355,338 KeyCorp shares to issuer

Rhea-AI Filing Summary

Bank of Nova Scotia, a director and ten percent owner of KeyCorp, reported a disposition of 355,338 common shares at $21.24 per share. This was a disposition to the issuer, carried out under an existing Investment Agreement that provides for automatic, pro rata participation in certain KeyCorp share repurchases. Following the transaction, Bank of Nova Scotia is shown as holding 158,368,536 common shares, indicating a large continuing ownership position in KeyCorp.

Insights

Equity ownership & governance analyst

Routine issuer-related share disposition under standing agreement; ownership remains large.

The filing shows Bank of Nova Scotia disposing of 355,338 KeyCorp common shares back to the issuer at $21.24 per share. The transaction is coded as a disposition to the issuer rather than an open-market trade.

A footnote explains this occurs under an Investment Agreement that lets Bank of Nova Scotia participate automatically, on a pro rata basis, in certain KeyCorp repurchases. After the disposition, reported holdings remain substantial at 158,368,536 shares, suggesting this is an incremental adjustment within a larger strategic stake rather than a full exit.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BANK OF NOVA SCOTIA

Role null

Type	Security	Shares	Price	Value
Disposition	Common Shares	355,338	$21.24	$7.55M

Holdings After Transaction: Common Shares — 158,368,536 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 355,338 shares Disposition price: $21.24 per share Shares held after: 158,368,536 shares

3 metrics

Shares disposed 355,338 shares Disposition to issuer on transaction date

Disposition price $21.24 per share Price for common share disposition

Shares held after 158,368,536 shares Common shares held following transaction

Key Terms

Disposition to issuer, Investment Agreement, pro rata basis, ten percent owner

4 terms

Disposition to issuer financial

"The transaction is coded as a disposition to the issuer rather than an open-market trade."

Investment Agreement financial

"Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024"

A written contract between an investor and a company that lays out the exact terms of an investment — how much money is provided, what the investor receives in return, and the rights and obligations of each side. It matters to investors because it sets the rules for ownership, control, payout and exit, and protections against future changes; think of it like a lease or recipe that tells everyone what to expect and how disputes or changes will be handled.

pro rata basis financial

"pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase"

A "pro rata basis" means dividing or distributing something proportionally according to each person's share or interest. For example, if a group shares costs or profits, each person receives or pays a portion that reflects their contribution or ownership percentage. This method ensures fairness by allocating resources in line with individual stakes, which is important for investors to understand how gains, losses, or costs are fairly shared.

ten percent owner financial

"the reporting person is indicated as a director and ten percent owner of the issuer"

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Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)

ONTARIO, CANADA

(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)
06/09/2026

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	06/09/2026		D(1)		355,338	D	$21.24	158,368,536	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	06/09/2026
	** 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 in this Form 4 for KEY?

Bank of Nova Scotia reported disposing of 355,338 KeyCorp common shares at $21.24 per share. The shares were returned to KeyCorp itself, rather than sold in the open market, under an existing Investment Agreement governing certain repurchases.

Was the Bank of Nova Scotia KEY share transaction an open-market sale?

No, the Form 4 classifies the transaction as a disposition to the issuer, not an open-market sale. The footnote links it to an Investment Agreement that allows Bank of Nova Scotia to participate in KeyCorp’s own share repurchase activity.

How many KEY shares does Bank of Nova Scotia hold after this transaction?

After the reported disposition, Bank of Nova Scotia is shown holding 158,368,536 KeyCorp common shares. This indicates it retains a very large position in the company even after returning 355,338 shares to the issuer under the agreement.

What price was used for the Bank of Nova Scotia KEY share disposition?

The Form 4 shows Bank of Nova Scotia’s disposition of 355,338 KeyCorp common shares at a price of $21.24 per share. This price applies to the issuer-related transaction carried out under the Investment Agreement with KeyCorp.

What is the Investment Agreement mentioned in the Bank of Nova Scotia KEY filing?

The footnote references an Investment Agreement dated August 12, 2024 between Bank of Nova Scotia and KeyCorp. Under this agreement, Bank of Nova Scotia participates, sometimes automatically, on a pro rata basis in certain repurchases of KeyCorp common shares.