Bank of Nova Scotia trims KeyCorp (NYSE: KEY) stake via buyback

Rhea-AI Filing Summary

Bank of Nova Scotia, a director and 10% owner of KeyCorp, reported selling common shares in a structured transaction. On February 3, 2026, it disposed of 517,633 KeyCorp common shares at $21.36 per share, leaving 161,323,074 shares beneficially owned.

The disposition was made under an Investment Agreement dated August 12, 2024, which allows Bank of Nova Scotia to participate on a pro rata basis, in certain cases automatically, in any repurchase of KeyCorp common shares by the company.

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)
02/03/2026

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	02/03/2026		D(1)		517,633	D	$21.36	161,323,074	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	02/04/2026
	** 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).
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FAQ

How many KeyCorp (KEY) shares did Bank of Nova Scotia sell?

Bank of Nova Scotia sold 517,633 KeyCorp common shares in the reported transaction. The sale occurred on February 3, 2026, and was executed at a price of $21.36 per share under the existing Investment Agreement.

What price did Bank of Nova Scotia receive for the KeyCorp (KEY) shares?

Bank of Nova Scotia’s reported sale of KeyCorp common shares was executed at $21.36 per share. This per-share price applies to the entire block of 517,633 common shares disposed of in the February 3, 2026 transaction disclosed in the Form 4 filing.

How many KeyCorp (KEY) shares does Bank of Nova Scotia own after the sale?

After the transaction, Bank of Nova Scotia beneficially owns 161,323,074 KeyCorp common shares. This figure is reported as the amount of securities beneficially owned following the February 3, 2026 disposition shown in the insider Form 4 filing.

What is the relationship of Bank of Nova Scotia to KeyCorp (KEY)?

Bank of Nova Scotia is reported as both a director (by deputization) and a 10% owner of KeyCorp. Its director status arises from a contractual right to nominate directors to KeyCorp’s board under the Investment Agreement dated August 12, 2024.

Why did Bank of Nova Scotia dispose of KeyCorp (KEY) shares?

The disposition was made under an Investment Agreement with KeyCorp dated August 12, 2024. That agreement and related arrangements allow Bank of Nova Scotia to participate, sometimes automatically, on a pro rata basis in any repurchase of KeyCorp’s common shares by the issuer.

Was the KeyCorp (KEY) share sale by Bank of Nova Scotia part of a buyback?

Yes. The filing explains the sale was a disposition under the Investment Agreement, which provides that Bank of Nova Scotia participates on a pro rata basis in any repurchase by KeyCorp of its common shares, in certain circumstances automatically.