Bank of Nova Scotia (NYSE: KEY) returns 251K KeyCorp shares to issuer

Rhea-AI Filing Summary

Bank of Nova Scotia, a director and 10% owner of KeyCorp, disposed of 251,736 Common Shares on April 28, 2026 at $22.02 per share in a transaction coded as a disposition to the issuer.

The footnote explains this was carried out under an Investment Agreement dated August 12, 2024, which provides for the bank to participate, in certain circumstances automatically, on a pro rata basis in KeyCorp share repurchases. Following the transaction, it directly holds 159,574,395 Common Shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BANK OF NOVA SCOTIA

Role null

Type	Security	Shares	Price	Value
Disposition	Common Shares	251,736	$22.02	$5.54M

Holdings After Transaction: Common Shares — 159,574,395 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 251,736 shares Disposition price: $22.02 per share Shares held after: 159,574,395 shares

3 metrics

Shares disposed 251,736 shares Disposition to issuer on April 28, 2026

Disposition price $22.02 per share Price for Common Shares disposed

Shares held after 159,574,395 shares Direct ownership following transaction

Key Terms

Disposition to issuer, Investment Agreement, repurchase

3 terms

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer""

Investment Agreement financial

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

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 of its common shares"

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)
04/28/2026

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	04/28/2026		D(1)		251,736	D	$22.02	159,574,395	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	04/29/2026
	** 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 insider transaction did Bank of Nova Scotia report in KeyCorp (KEY) Form 4?

Bank of Nova Scotia reported disposing of 251,736 KeyCorp Common Shares at $22.02 per share. The shares were transferred back to KeyCorp itself, rather than sold on the open market, under a pre-existing Investment Agreement governing repurchases.

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

After the disposition, Bank of Nova Scotia holds 159,574,395 KeyCorp Common Shares directly. This remaining position, disclosed in the Form 4, shows the transaction reduced but did not eliminate its large ownership stake in the company.

What does the 'D' transaction code mean in this KeyCorp (KEY) Form 4?

The 'D' transaction code denotes a disposition to the issuer, meaning shares were returned to KeyCorp rather than sold on the market. This code aligns with the footnote describing participation in KeyCorp’s own repurchase transactions under the Investment Agreement.

What is the Investment Agreement mentioned in the KeyCorp (KEY) Form 4 footnote?

The Investment Agreement dated August 12, 2024 allows Bank of Nova Scotia to participate, in certain circumstances automatically, on a pro rata basis in KeyCorp repurchases of its common shares. The reported disposition was carried out pursuant to this agreement and related arrangements.

Was the Bank of Nova Scotia KeyCorp (KEY) share disposition an open-market sale?

The disposition was not an open-market sale; it was a transfer to KeyCorp itself. The Form 4 describes it as a disposition to the issuer, executed under an Investment Agreement tied to KeyCorp’s share repurchase activity, rather than a standard market transaction.