Bank of Nova Scotia disposes KeyCorp shares to issuer

BANK OF NOVA SCOTIA, a director and more than ten percent owner of KEYCORP, reported a disposition of 277,182 Common Shares back to the company at $22.13 per share.

Rhea-AI Filing Summary

BANK OF NOVA SCOTIA, a director and more than ten percent owner of KEYCORP, reported a disposition of 277,182 Common Shares back to the company at $22.13 per share. This was a "disposition to issuer" under code D and occurred pursuant to an existing Investment Agreement that provides for automatic, pro rata participation in certain KeyCorp share repurchases. After the transaction, BANK OF NOVA SCOTIA still directly holds 158,091,354 Common Shares, so the disposed amount is small relative to its remaining position.

Insider Trade Summary

Disposition: 277,182 shares

Disposition 1 txn

Insider BANK OF NOVA SCOTIA

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Disposition	Common Shares	277,182	$22.13	$6.13M

Holdings After Transaction: Common Shares — 158,091,354 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares disposed to issuer: 277,182 shares Disposition price per share: $22.13 per share Shares held after transaction: 158,091,354 shares +1 more

4 metrics

Shares disposed to issuer 277,182 shares Common Shares, code D disposition

Disposition price per share $22.13 per share Consideration for 277,182 Common Shares

Shares held after transaction 158,091,354 shares Direct ownership following disposition

Disposition count 1 transaction transactionSummary disposeCount

Key Terms

disposition to issuer, Investment Agreement, repurchase, pro rata basis

4 terms

disposition to issuer financial

"This was a "disposition to issuer" under code D and occurred pursuant"

Investment Agreement financial

"Disposition pursuant to the Investment Agreement by and between the Reporting Person"

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.

repurchase financial

"participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer"

A repurchase is when a company buys back its own shares from the market, like a homeowner reclaiming part of a shared property to increase their own stake. It reduces the number of shares available to other investors, which can raise the portion of future profits for remaining shareholders and often signals that management believes the stock is undervalued; it also changes how the company uses cash and can affect share price and investor returns.

pro rata basis financial

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

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did BANK OF NOVA SCOTIA report in KeyCorp (KEY) shares?

BANK OF NOVA SCOTIA reported disposing of 277,182 KeyCorp Common Shares back to the issuer. The shares were transferred at $22.13 each as a disposition to the company, not an open-market sale, under a pre-existing Investment Agreement.

At what price did BANK OF NOVA SCOTIA dispose of KeyCorp (KEY) shares?

The reported disposition was priced at $22.13 per KeyCorp Common Share. This price applies to the 277,182 shares transferred to the issuer and reflects the consideration for this specific transaction disclosed in the Form 4.

How many KeyCorp (KEY) shares does BANK OF NOVA SCOTIA hold after this Form 4 transaction?

After the reported disposition, BANK OF NOVA SCOTIA directly holds 158,091,354 KeyCorp Common Shares. This remaining position significantly exceeds the 277,182 shares disposed and shows the transaction affected only a small portion of its overall holdings.

What does a code D ‘disposition to issuer’ mean in this KeyCorp (KEY) Form 4?

Code D indicates a disposition of shares to the issuer, not a market sale. In this case, BANK OF NOVA SCOTIA transferred 277,182 KeyCorp Common Shares back to the company as part of a repurchase-related arrangement.

How is the Investment Agreement relevant to this KeyCorp (KEY) insider transaction?

The footnote explains the disposition occurred under an Investment Agreement between BANK OF NOVA SCOTIA and KeyCorp. That agreement allows the reporting person to participate automatically, on a pro rata basis, in certain KeyCorp repurchases of its common shares.

Is this KeyCorp (KEY) Form 4 transaction an open-market sale by BANK OF NOVA SCOTIA?

No. The Form 4 describes the event as a disposition to the issuer under transaction code D. The footnote links it to KeyCorp repurchases, indicating the transfer was to the company, not an open-market sale on an exchange.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/16/2026 - 07:02 PM Learn about SEC filing dates

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)
06/16/2026

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	06/16/2026		D(1)		277,182	D	$22.13	158,091,354	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	06/16/2026
	** 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)