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

The disposition occurred under an Investment Agreement between Bank of Nova Scotia and KeyCorp dated August 12, 2024. This agreement provides that Bank of Nova Scotia participates, sometimes automatically, on a pro rata basis in KeyCorp repurchases of its common shares.

Bank of Nova Scotia trims KeyCorp (KEY) stake via issuer share repurchase

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Bank of Nova Scotia, a major shareholder of KeyCorp, disposed of 205,976 common shares back to the company at $22.71 per share. The transaction was made pursuant to an Investment Agreement that has the bank participate on a pro rata basis in KeyCorp share repurchases. After this issuer disposition, Bank of Nova Scotia directly holds 157,885,378 KeyCorp 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	205,976	$22.71	$4.68M

Holdings After Transaction: Common Shares — 157,885,378 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares disposed to issuer: 205,976 shares Disposition price: $22.71 per share Shares held after transaction: 157,885,378 shares +1 more

4 metrics

Shares disposed to issuer 205,976 shares Issuer disposition of common shares

Disposition price $22.71 per share Price for KeyCorp common shares in the transaction

Shares held after transaction 157,885,378 shares Bank of Nova Scotia direct KeyCorp holdings post-transaction

Form type Form 4 Insider disposition to issuer of KeyCorp shares

Key Terms

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

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.

repurchase financial

"participates ... on a pro rata basis, in any repurchase by the Issuer of its common shares"

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

"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.

disposition to issuer financial

"transaction_action": "issuer disposition","transaction_code_description": "Disposition to issuer""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 04:11 PM Accepted by SEC EDGAR 06/24/2026 - 04:10 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)
06/23/2026

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	06/23/2026		D⁽¹⁾		205,976	D	$22.71	157,885,378	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	06/24/2026
	** 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 in KeyCorp (KEY) shares?

Bank of Nova Scotia reported an issuer disposition of 205,976 KeyCorp common shares at $22.71 per share. The shares were transferred back to KeyCorp under an existing Investment Agreement that governs its participation in company share repurchases.

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 157,885,378 KeyCorp common shares. This figure, disclosed in the Form 4, shows that the disposed shares represent only a small portion of its overall position in the company.

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

No, the transaction was not an open-market sale. It was coded as a disposition to issuer, meaning the 205,976 shares were transferred back to KeyCorp itself under the terms of the parties’ Investment Agreement and related arrangements.

Does the Bank of Nova Scotia transaction indicate a change in its KeyCorp (KEY) ownership strategy?

The filing describes the transaction as occurring under a preexisting Investment Agreement that mandates pro rata participation in KeyCorp repurchases. This suggests the move follows contractual terms rather than signaling a new discretionary change in ownership strategy.