Bank of Nova Scotia (NYSE: KEY) disposes KeyCorp shares to issuer

Rhea-AI Filing Summary

Bank of Nova Scotia, a more than 10% owner of KeyCorp, disposed of 231,847 Common Shares back to the company at $21.96 per share on May 5, 2026. The transaction is coded as a disposition to the issuer, not an open-market sale.

After this issuer repurchase-related transaction, Bank of Nova Scotia directly holds 159,342,548 Common Shares of KeyCorp. The footnote explains the disposition occurred under an Investment Agreement that provides for pro rata participation in certain KeyCorp share repurchase transactions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BANK OF NOVA SCOTIA

Role null

Type	Security	Shares	Price	Value
Disposition	Common Shares	231,847	$21.96	$5.09M

Holdings After Transaction: Common Shares — 159,342,548 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 231,847 shares Price per share: $21.96 per share Shares held after transaction: 159,342,548 shares

3 metrics

Shares disposed 231,847 shares Common Shares disposed to issuer on May 5, 2026

Price per share $21.96 per share Disposition price for Common Shares

Shares held after transaction 159,342,548 shares Bank of Nova Scotia direct holdings after disposition

Key Terms

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

4 terms

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.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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.

repurchase financial

"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)
05/05/2026

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	05/05/2026		D(1)		231,847	D	$21.96	159,342,548	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	05/06/2026
	** 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)?

Bank of Nova Scotia reported disposing of 231,847 KeyCorp Common Shares back to the issuer at $21.96 per share. The disposition was coded as a transaction to the issuer, not an open-market sale, and occurred on May 5, 2026 under an existing Investment Agreement.

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

After the reported transaction, Bank of Nova Scotia directly holds 159,342,548 KeyCorp Common Shares. This reflects its position following the disposition of 231,847 shares back to the issuer pursuant to the Investment Agreement governing pro rata participation in certain repurchases.

At what price were the KeyCorp (KEY) shares disposed of by Bank of Nova Scotia?

The 231,847 KeyCorp Common Shares were disposed of at $21.96 per share. This price applies specifically to the shares transferred back to the issuer in the May 5, 2026 disposition transaction reported on the Form 4.

What does the Investment Agreement mentioned in the KeyCorp (KEY) Form 4 do?

The Investment Agreement between Bank of Nova Scotia and KeyCorp provides that Bank of Nova Scotia participates, in certain circumstances automatically, on a pro rata basis in any repurchase by KeyCorp of its common shares. The reported disposition occurred pursuant to this agreement and related arrangements.

Is the Bank of Nova Scotia KeyCorp (KEY) transaction an open-market sale?

No, the transaction is coded as a “Disposition to issuer,” meaning shares were transferred back to KeyCorp rather than sold in the open market. It was executed under the Investment Agreement, which governs pro rata participation in specified issuer repurchases.