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

No, the transaction is described as a disposition to the issuer, not an open-market sale. The footnote explains it occurred under an Investment Agreement where Bank of Nova Scotia participates on a pro rata basis in KeyCorp’s share repurchases.

What agreement governed Bank of Nova Scotia’s KeyCorp share disposition?

The disposition occurred pursuant to an Investment Agreement dated August 12, 2024, between Bank of Nova Scotia and KeyCorp. Under this agreement, Bank of Nova Scotia participates, sometimes automatically, on a pro rata basis in any repurchase of KeyCorp common shares.

Bank of Nova Scotia reduces KeyCorp (NYSE: KEY) stake via issuer deal

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Bank of Nova Scotia, a director and more than 10% owner of KeyCorp, reported a disposition of 49,921 common shares at $21.95 per share. The transaction is coded as a disposition to the issuer, meaning the shares were transferred back to KeyCorp rather than sold in the open market.

According to a referenced Investment Agreement, Bank of Nova Scotia participates on a pro rata basis, sometimes automatically, in KeyCorp share repurchase transactions. After this issuer-related disposition on April 21, 2026, Bank of Nova Scotia held 159,826,131 KeyCorp common shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BANK OF NOVA SCOTIA

Role null

Type	Security	Shares	Price	Value
Disposition	Common Shares	49,921	$21.95	$1.10M

Holdings After Transaction: Common Shares — 159,826,131 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares disposed: 49,921 shares Disposition price: $21.95 per share Shares held after transaction: 159,826,131 shares +1 more

4 metrics

Shares disposed 49,921 shares Disposition to issuer on April 21, 2026

Disposition price $21.95 per share Price for common shares returned to issuer

Shares held after transaction 159,826,131 shares Direct holdings following April 21, 2026 disposition

Transaction code D (Disposition to issuer) Indicates shares transferred back to KeyCorp

Key Terms

Disposition to issuer, Investment Agreement, pro rata basis

3 terms

Disposition to issuer financial

"The transaction is coded as a disposition to the issuer, meaning the shares were transferred back to KeyCorp"

Investment Agreement regulatory

"Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024"

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.

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.

Form 4 Insider Transactions: What Each Field Means →

04/22/2026 - 04:16 PM

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)
04/21/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	04/21/2026		D⁽¹⁾		49,921	D	$21.95	159,826,131	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	04/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Bank of Nova Scotia reported a disposition of 49,921 KeyCorp common shares back to the issuer. The shares were transferred at $21.95 each, classified as a disposition to the issuer rather than an open-market sale, under an existing Investment Agreement.

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

After the reported transaction, Bank of Nova Scotia directly holds 159,826,131 KeyCorp common shares. This figure reflects its position following the April 21, 2026 disposition to the issuer, as disclosed in the Form 4 insider transaction report.

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

The 49,921 KeyCorp common shares were disposed of at a price of $21.95 per share. This price applies to the issuer-related disposition reported on April 21, 2026, under the Investment Agreement between Bank of Nova Scotia and KeyCorp.