KeyCorp (NYSE: KEY) major holder reports 57,241-share disposition under repurchase deal

Rhea-AI Filing Summary

KeyCorp (KEY) reported an insider share disposition by a major shareholder and director-level affiliate. On 12/02/2025, the reporting person disposed of 57,241 common shares at a price of $18.29 per share. Following this transaction, the reporting person beneficially owned 162,294,162 KeyCorp common shares.

The sale occurred under an Investment Agreement between the reporting person and KeyCorp, which provides for the reporting person to participate, in certain circumstances automatically, on a pro rata basis in any repurchase by KeyCorp of its common shares. The filing also clarifies that this ownership figure excludes certain "Excluded Shares" held on a proprietary basis in which the reporting person has no pecuniary interest, and notes that the reporting person may be deemed a director-by-deputization under this agreement.

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

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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 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)
12/02/2025

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	12/02/2025		D(1)		57,241	D	$18.29	162,294,162(2)	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.

2. Amount excludes certain common shares, par value $1.00 per share, of the Issuer held by the Reporting Person on a proprietary basis and in which the Reporting Person does not have a pecuniary interest (such common shares, "Excluded Shares"). Excluded Shares were previously reported on, and this Form 4 is deemed to accordingly adjust, the Form 3 filed by the Reporting Person on January 6, 2025 (62,051 Excluded Shares) and the Form 4s filed by the Reporting Person on February 7, 2025 (50,000 Excluded Shares), November 20, 2025 (126,037 Excluded Shares) and November 26, 2025 (127,271 Excluded 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	12/04/2025
	** 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).
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FAQ

What insider transaction did KEY report in this Form 4 filing?

The filing reports that a major shareholder and director-level affiliate of KeyCorp (KEY) disposed of 57,241 common shares on 12/02/2025 at a price of $18.29 per share.

How many KeyCorp shares does the reporting person own after the transaction?

After the reported transaction, the reporting person beneficially owned 162,294,162 KeyCorp common shares, excluding certain shares in which the reporting person does not have a pecuniary interest.

What is the relationship of the reporting person to KeyCorp (KEY)?

The reporting person is identified as both a Director and a 10% Owner of KeyCorp. The filing also states the person may be deemed a director-by-deputization due to contractual nomination rights under an Investment Agreement.

Why did the reporting person dispose of KeyCorp shares in this transaction?

The disposition is described as occurring pursuant to an Investment Agreement and related arrangements, under which the reporting person participates, in certain circumstances automatically, on a pro rata basis in any repurchase by KeyCorp of its common shares.

What are the 'Excluded Shares' mentioned in the KEY Form 4?

The filing states that the reported ownership amount excludes certain common shares, called "Excluded Shares", that are held by the reporting person on a proprietary basis but in which the reporting person does not have a pecuniary interest. These Excluded Shares had been reported in earlier Forms 3 and 4 and are now adjusted.

Does this KeyCorp insider transaction involve any derivative securities?

The provided disclosure shows a Table II section for derivative securities, but no specific derivative transactions or amounts are listed in that table for this filing excerpt.

How is the reporting person’s director status at KeyCorp defined?

The remarks explain that, solely for purposes of Section 16 of the Securities Exchange Act of 1934, the reporting person may be deemed a director-by-deputization because of a contractual right to nominate directors to KeyCorp’s board under the Investment Agreement.