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

Rhea-AI Filing Summary

Bank of Nova Scotia, a director and 10% owner of KeyCorp, disposed of common shares back to the company. On this insider transaction, it transferred 440,551 KeyCorp common shares to the issuer at a price of $22.46 per share. Following the disposition to the issuer, Bank of Nova Scotia directly held 160,467,390 common shares. The transfer was made pursuant to an Investment Agreement and related arrangements that provide for Bank of Nova Scotia to participate, on a pro rata basis and in certain circumstances automatically, in any repurchase by KeyCorp of its common shares.

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)
02/18/2026

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	02/18/2026		D(1)		440,551	D	$22.46	160,467,390	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	02/18/2026
	** 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.
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FAQ

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

Bank of Nova Scotia reported a disposition of KeyCorp common shares back to the company. It transferred shares to the issuer under an Investment Agreement that allows it to participate on a pro rata basis in certain KeyCorp share repurchases.

How many KeyCorp (KEY) shares did Bank of Nova Scotia dispose of and at what price?

Bank of Nova Scotia disposed of 440,551 KeyCorp common shares to the issuer at $22.46 per share. The transaction is classified as a disposition to the issuer rather than an open-market sale, reflecting participation in a company share repurchase arrangement.

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

After the reported disposition, Bank of Nova Scotia directly owned 160,467,390 KeyCorp common shares. This post-transaction figure represents its remaining direct common share holdings as disclosed in the filing, following the transfer of 440,551 shares back to the issuer.

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

The disposition was made under an Investment Agreement between Bank of Nova Scotia and KeyCorp dated August 12, 2024. Related arrangements provide that Bank of Nova Scotia participates, sometimes automatically, on a pro rata basis in any repurchase of KeyCorp common shares.

Was Bank of Nova Scotia’s KeyCorp (KEY) transaction a market sale?

No, the transaction was reported as a disposition to the issuer, not an open-market sale. Bank of Nova Scotia transferred shares back to KeyCorp under an Investment Agreement tied to the company’s repurchase of its own common shares on a pro rata participation basis.

What role does Bank of Nova Scotia hold in KeyCorp (KEY) according to this Form 4?

Bank of Nova Scotia is identified as both a director and a ten percent owner of KeyCorp. These roles mean its share transactions must be reported on Form 4, including dispositions to the issuer under the Investment Agreement covering certain KeyCorp share repurchases.