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

Rhea-AI Filing Summary

Bank of Nova Scotia, a director and more than 10% owner of KeyCorp, reported an issuer-related disposition of common shares. On this Form 4, the firm transferred 408,070 common shares at $21.14 per share to KeyCorp. After this transaction, it held 160,059,320 common shares. The disposition was made under an Investment Agreement dated August 12, 2024, which provides for Bank of Nova Scotia to participate, in certain circumstances and on a pro rata basis, in KeyCorp share repurchases.

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)
03/03/2026

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	03/03/2026		D(1)		408,070	D	$21.14	160,059,320	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	03/03/2026
	** 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.

FAQ

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

Bank of Nova Scotia reported an issuer-related disposition of KeyCorp common shares. It transferred 408,070 shares back to KeyCorp at $21.14 per share under an existing Investment Agreement governing pro rata participation in share repurchases.

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

Bank of Nova Scotia disposed of 408,070 KeyCorp common shares. The transaction was recorded as a disposition to the issuer, reflecting participation in a KeyCorp share repurchase mechanism outlined in the August 12, 2024 Investment Agreement.

What price was reported for the Bank of Nova Scotia KeyCorp share disposition?

The reported disposition price was $21.14 per KeyCorp common share. This price applied to 408,070 shares transferred to KeyCorp, as disclosed in the Form 4 transaction details for the non-derivative common share holding.

How many KeyCorp shares does Bank of Nova Scotia hold after this Form 4 transaction?

After the reported disposition, Bank of Nova Scotia held 160,059,320 KeyCorp common shares. This remaining balance reflects its direct ownership following the issuer disposition of 408,070 shares disclosed in the filing.

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

The disposition was made under an Investment Agreement dated August 12, 2024 between Bank of Nova Scotia and KeyCorp. That agreement allows Bank of Nova Scotia to participate automatically, in certain circumstances, on a pro rata basis in KeyCorp share repurchases.

Is the Bank of Nova Scotia transaction in KEY shares an open-market sale?

The transaction is described as a disposition to the issuer, not an open-market sale. It reflects KeyCorp repurchasing shares from Bank of Nova Scotia under the Investment Agreement’s pro rata participation mechanism for certain share repurchase events.