Bank of Nova Scotia cuts KeyCorp (KEY) stake by 415,133 shares

Rhea-AI Filing Summary

Bank of Nova Scotia, a director and 10% owner of KeyCorp, reported a disposition of common shares. On February 10, 2026, it disposed of 415,133 KeyCorp common shares at $22.47 per share under an Investment Agreement tied to issuer share repurchases. Following this transaction, Bank of Nova Scotia directly owned 160,907,941 KeyCorp 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)
02/10/2026

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	02/10/2026		D(1)		415,133	D	$22.47	160,907,941	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	02/10/2026
	** 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 did Bank of Nova Scotia report in its latest KeyCorp (KEY) Form 4?

Bank of Nova Scotia reported a share disposition in KeyCorp. The filing shows it disposed of KeyCorp common shares on February 10, 2026 under an Investment Agreement related to issuer share repurchases, updating its reported direct beneficial ownership position in the bank holding company.

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

The filing reports a disposition of 415,133 KeyCorp common shares. This non-derivative transaction reduced Bank of Nova Scotia’s directly held stake, while a separate line in the form details the updated total number of KeyCorp shares it beneficially owns after the transaction.

At what price and on what date were the KeyCorp (KEY) shares disposed of?

The shares were disposed of on February 10, 2026 at $22.47 per share. This single non-derivative transaction is coded as a disposition and reflects the per-share price associated with the reduction in Bank of Nova Scotia’s directly held KeyCorp common shares.

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

After the transaction, Bank of Nova Scotia directly owned 160,907,941 KeyCorp shares. This balance is reported in the column for securities beneficially owned following the transaction, reflecting its ongoing direct ownership position in KeyCorp common shares after the February 10, 2026 disposition.

What is the Investment Agreement mentioned in the Bank of Nova Scotia Form 4 for KeyCorp (KEY)?

The Investment Agreement governs how Bank of Nova Scotia participates in KeyCorp share repurchases. The footnote explains that, under this August 12, 2024 agreement and related arrangements, it participates on a pro rata basis in certain repurchases of KeyCorp common shares by the issuer.

Why is Bank of Nova Scotia described as a director-by-deputization at KeyCorp (KEY)?

Bank of Nova Scotia is deemed a director-by-deputization due to nomination rights. The remarks state it may be considered a director for Section 16 purposes because it can nominate directors to KeyCorp’s board under the Investment Agreement, giving it board representation rights rather than a traditional board seat.