KeyCorp (KEY) director and 10% owner reports 214,129-share sale

Rhea-AI Filing Summary

KeyCorp (KEY) reported an insider transaction by a reporting person who is both a director and 10% owner. On 11/18/2025, the reporting person disposed of 214,129 common shares at a price of $17.87 per share. After this sale, the reporting person beneficially owned 162,783,583 common shares, held directly.

The disposition was made pursuant to an Investment Agreement dated August 12, 2024, under which the reporting person participates, in certain circumstances and on a pro rata basis, in any repurchase by KeyCorp of its common shares. For Section 16 purposes, the reporting person may be deemed a director-by-deputization because of its contractual right to nominate directors to KeyCorp’s board.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BANK OF NOVA SCOTIA

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Disposition	Common Shares	214,129	$17.87	$3.83M

Holdings After Transaction: Common Shares — 162,783,583 shares (Direct)

Footnotes (1)

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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 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)
11/18/2025

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	11/18/2025		D(1)		214,129	D	$17.87	162,783,583	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	11/20/2025
	** 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).
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.

FAQ

What insider transaction did KeyCorp (KEY) report in this Form 4?

KeyCorp reported that a director and 10% owner disposed of 214,129 common shares of KeyCorp on 11/18/2025 at a price of $17.87 per share.

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

Following the reported sale, the reporting person beneficially owned 162,783,583 common shares of KeyCorp, held in direct ownership form.

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

The reporting person is identified as both a Director and a 10% Owner, and may be deemed a director-by-deputization due to contractual board nomination rights.

At what price were the KeyCorp (KEY) shares sold in this Form 4 filing?

The 214,129 KeyCorp common shares were disposed of at a price of $17.87 per share.

What agreement governs the reporting person’s participation in KeyCorp (KEY) share repurchases?

The disposition occurred under an Investment Agreement dated August 12, 2024, which allows the reporting person to participate on a pro rata basis in certain KeyCorp common share repurchases.

Why may the reporting person be deemed a director-by-deputization at KeyCorp (KEY)?

The reporting person may be deemed a director-by-deputization because it has a contractual right under the Investment Agreement to nominate directors to KeyCorp’s board.