Bank of Nova Scotia disposes shares back to KeyCorp

Bank of Nova Scotia, a major shareholder of KeyCorp, reported a routine disposition of common shares back to the company.

Rhea-AI Filing Summary

Bank of Nova Scotia, a major shareholder of KeyCorp, reported a routine disposition of common shares back to the company. On the reported date, it disposed of 162,692 common shares at $21.25 per share in a transaction classified as a disposition to the issuer rather than an open-market sale.

Following this transaction, Bank of Nova Scotia held 158,723,874 KeyCorp common shares directly. The footnote explains that this disposition occurred under an Investment Agreement dated August 12, 2024, which provides for pro rata participation by Bank of Nova Scotia when KeyCorp repurchases its own common shares in certain circumstances.

Insider Trade Summary

Disposition: 162,692 shares

Disposition 1 txn

Insider BANK OF NOVA SCOTIA

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Disposition	Common Shares	162,692	$21.25	$3.46M

Holdings After Transaction: Common Shares — 158,723,874 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares disposed to issuer: 162,692 shares Transaction price per share: $21.25 per share Shares held after transaction: 158,723,874 shares

3 metrics

Shares disposed to issuer 162,692 shares Disposition of common shares classified as issuer disposition

Transaction price per share $21.25 per share Price for disposed KeyCorp common shares

Shares held after transaction 158,723,874 shares Direct KeyCorp common share holdings post-disposition

Key Terms

Disposition to issuer, Investment Agreement, repurchase, ten percent owner

4 terms

Disposition to issuer financial

"in a transaction classified as a disposition to the issuer rather than an open-market sale"

Investment Agreement financial

"under an Investment Agreement dated August 12, 2024, which provides for pro rata participation"

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 (in certain circumstances, automatically), 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.

ten percent owner financial

"Bank of Nova Scotia is identified as both a director and a ten percent owner of KeyCorp"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Bank of Nova Scotia report in its Form 4 for KEY?

Bank of Nova Scotia reported a disposition of KeyCorp common shares back to the issuer. The transaction involved 162,692 common shares and was categorized as a disposition to the issuer, not an open-market sale, under an existing Investment Agreement.

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

Bank of Nova Scotia disposed of 162,692 KeyCorp common shares at $21.25 per share. The shares were transferred back to KeyCorp as an issuer disposition, reflecting participation in a company repurchase rather than a typical market trade.

What price per share was reported in the Bank of Nova Scotia KEY transaction?

The reported transaction price was $21.25 per KeyCorp common share. This price applies to the 162,692 shares disposed of to the issuer as part of a repurchase-related arrangement outlined in the Investment Agreement between Bank of Nova Scotia and KeyCorp.

How many KeyCorp (KEY) shares does Bank of Nova Scotia hold after the transaction?

After the transaction, Bank of Nova Scotia held 158,723,874 KeyCorp common shares directly. This post-transaction balance shows it continues to own a very large position in the company despite the relatively small issuer-directed disposition reported.

What is the Investment Agreement referenced in the Bank of Nova Scotia KEY filing?

The Investment Agreement, dated August 12, 2024, governs Bank of Nova Scotia’s investment in KeyCorp. It provides that Bank of Nova Scotia participates, in certain circumstances automatically, on a pro rata basis in any repurchase by KeyCorp of its common shares.

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

No, the disposition was not an open-market sale. It was classified as a disposition to the issuer, meaning the shares were transferred back to KeyCorp under the Investment Agreement and related arrangements involving company repurchases.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 04:10 PM Learn about SEC filing dates

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)
05/27/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/27/2026		D(1)		162,692	D	$21.25	158,723,874	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	05/27/2026
	** 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)