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

Rhea-AI Filing Summary

KEYCORP /NEW/ reported that major shareholder Bank of Nova Scotia disposed of 235,628 Common Shares back to the company at $21.83 per share. After this issuer disposition, Bank of Nova Scotia held 159,106,920 common shares directly.

The transaction was carried out under an existing Investment Agreement, which provides for Bank of Nova Scotia to participate, in certain circumstances automatically, on a pro rata basis in repurchases of common shares by KeyCorp.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BANK OF NOVA SCOTIA

Role null

Type	Security	Shares	Price	Value
Disposition	Common Shares	235,628	$21.83	$5.14M

Holdings After Transaction: Common Shares — 159,106,920 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 235,628 shares Price per share: $21.83 per share Shares held after transaction: 159,106,920 shares

3 metrics

Shares disposed 235,628 shares Disposition to issuer on 2026-05-12

Price per share $21.83 per share Consideration for disposed common shares

Shares held after transaction 159,106,920 shares Direct holdings following disposition

Key Terms

Investment Agreement, repurchase, pro rata basis

3 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"

pro rata basis financial

"pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis"

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.

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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 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)
05/12/2026

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	05/12/2026		D(1)		235,628	D	$21.83	159,106,920	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	05/12/2026
	** 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)

FAQ

What insider transaction did Bank of Nova Scotia report for KEY on this Form 4?

Bank of Nova Scotia reported disposing of 235,628 KeyCorp common shares back to the issuer. The shares were transferred at $21.83 per share under an Investment Agreement tied to KeyCorp’s share repurchase activity.

How many KEY shares does Bank of Nova Scotia hold after this transaction?

After the disposition, Bank of Nova Scotia directly holds 159,106,920 KeyCorp common shares. This figure reflects its remaining position following the issuer repurchase participation described in the Form 4 filing.

What was the price per share in Bank of Nova Scotia’s KEY share disposition?

The disposition of KeyCorp common shares by Bank of Nova Scotia was priced at $21.83 per share. This price applied to all 235,628 common shares transferred back to the issuer in the reported transaction.

What does the Investment Agreement mentioned in the KEY Form 4 involve?

The Investment Agreement allows Bank of Nova Scotia to participate on a pro rata basis in KeyCorp’s common share repurchases. In certain circumstances this participation is automatic, leading to dispositions of shares back to the issuer like the one reported.

Was the KEY Form 4 transaction an open-market sale by Bank of Nova Scotia?

No, the Form 4 describes a disposition to the issuer rather than an open-market sale. Shares were transferred back to KeyCorp under the Investment Agreement governing participation in the company’s common share repurchases.