Form 4: Bank of Nova Scotia Disposes KeyCorp Shares

Bank of Nova Scotia reported a pre-planned disposition of 440,551 KeyCorp common shares at $22.46 per share, reducing its direct beneficial ownership.

Summary

• Bank of Nova Scotia, a 10% owner and deemed director of KeyCorp, reported a disposition of common shares.
• The transaction involved 440,551 KeyCorp common shares.
• The shares were disposed of at a price of $22.46 per share.
• Following this transaction, Bank of Nova Scotia directly beneficially owns 160,467,390 KeyCorp common shares.
• The disposition is scheduled for February 18, 2026, and was made pursuant to an Investment Agreement dated August 12, 2024.
• This agreement includes related arrangements where Bank of Nova Scotia participates pro rata in any repurchase by KeyCorp of its common shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a pre-arranged disposition tied to KeyCorp's share repurchase program rather than a discretionary sale reflecting a change in sentiment.

Future Outlook

No specific future outlook or guidance is provided in this insider transaction report.

Management Comments

• The disposition was made pursuant to the Investment Agreement dated August 12, 2024, and related arrangements, allowing pro rata participation in any repurchase by the Issuer of its common shares.
• Bank of Nova Scotia may be deemed a director-by-deputization by virtue of its contractual right to nominate directors to KeyCorp's board.

Industry Context

StockSavvy.ai notes that insider transactions, particularly by significant shareholders like Bank of Nova Scotia, are routinely monitored for insights into a company's health or valuation. This specific disposition, being tied to a pre-existing investment agreement and KeyCorp's share repurchase program, suggests a routine portfolio adjustment rather than a change in fundamental outlook or a discretionary sale.

Related Party Transactions

• Disposition of 440,551 common shares by Bank of Nova Scotia (a 10% owner and deemed director) to KeyCorp.
• The transaction was executed at $22.46 per share, totaling approximately $9.9 million.
• This transaction is pursuant to an Investment Agreement dated August 12, 2024, which outlines pro rata participation in KeyCorp's share repurchases.

Stakeholder Impact

• Shareholders: A slight reduction in Bank of Nova Scotia's direct ownership, but the overall impact is minimal given the size of KeyCorp and the nature of the transaction (part of a repurchase program).
• KeyCorp: The company repurchased shares, which can be accretive to earnings per share and reduce the number of outstanding shares.

Next Steps

• Execution of the reported disposition of 440,551 common shares on February 18, 2026.

Key Dates

Recommendation

This Form 4 reports a pre-arranged disposition of shares by a significant shareholder, Bank of Nova Scotia, as part of KeyCorp's share repurchase program. It does not indicate a change in the fundamental outlook for KeyCorp or a discretionary sale, thus warranting a neutral 'hold' recommendation.

Keywords

KeyCorp, Bank of Nova Scotia, insider transaction, Form 4, share disposition, beneficial ownership, 10% owner, director by deputization