Bank of Nova Scotia (KEY) disposes of shares in KeyCorp repurchase deal

Rhea-AI Filing Summary

Bank of Nova Scotia, a director and 10% owner of KeyCorp (KEY), reported a disposition of common shares tied to KeyCorp’s share repurchase activity. On January 27, 2026, it disposed of 128,055 common shares at $21.16 per share.

After this transaction, Bank of Nova Scotia beneficially owned 161,840,707 KeyCorp common shares, held directly. The filing explains that the disposition occurred under an Investment Agreement, under which Bank of Nova Scotia participates on a pro rata basis, in certain circumstances automatically, in repurchases of KeyCorp’s common shares by the company.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BANK OF NOVA SCOTIA

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Disposition	Common Shares	128,055	$21.16	$2.71M

Holdings After Transaction: Common Shares — 161,840,707 shares (Direct)

Footnotes (1)

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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 A6 M5H 0B4

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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

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

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

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	01/27/2026		D(1)		128,055	D	$21.16	161,840,707	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	01/27/2026
	** 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.

FAQ

What insider transaction did Bank of Nova Scotia report for KeyCorp (KEY)?

Bank of Nova Scotia reported disposing of 128,055 KeyCorp common shares. The transaction occurred on January 27, 2026 at a price of $21.16 per share, as part of its participation in KeyCorp’s own repurchase of its common shares under an existing Investment Agreement.

How many KeyCorp (KEY) shares does Bank of Nova Scotia own after this Form 4 transaction?

After the reported transaction, Bank of Nova Scotia beneficially owned 161,840,707 KeyCorp common shares. The ownership is reported as direct, reflecting its position as both a director-by-deputization and a 10% owner under U.S. securities law definitions in the filing.

What was the price per share in Bank of Nova Scotia’s KeyCorp (KEY) disposition?

The reported disposition of KeyCorp common shares by Bank of Nova Scotia was priced at $21.16 per share. This price applies to the 128,055 common shares disposed of on January 27, 2026, as disclosed in the non-derivative securities table of the Form 4 filing.

Why did Bank of Nova Scotia dispose of KeyCorp (KEY) shares in this transaction?

The disposition resulted from an Investment Agreement between Bank of Nova Scotia and KeyCorp. Under this agreement, Bank of Nova Scotia participates, in certain circumstances automatically, on a pro rata basis in any repurchase of KeyCorp’s common shares undertaken by the company itself.

What is Bank of Nova Scotia’s relationship to KeyCorp (KEY) in this filing?

Bank of Nova Scotia is identified as both a director and a 10% owner of KeyCorp. It may be deemed a director-by-deputization because it has a contractual right to nominate directors to KeyCorp’s board under the Investment Agreement referenced in the Form 4.

Does this KeyCorp (KEY) Form 4 involve any derivative securities?

No derivative securities are reported in this Form 4 for KeyCorp. The disclosed transaction relates only to non-derivative common shares, with one entry showing the disposition of 128,055 shares and the resulting beneficial ownership of 161,840,707 common shares afterward.