Form 4: Bank of Nova Scotia Reduces KeyCorp Stake

Bank of Nova Scotia reported the disposition of 214,129 KeyCorp common shares at $17.87 per share, reducing its beneficial ownership to 162,783,583 shares.

Summary

• Bank of Nova Scotia, a 10% owner and deemed director of KeyCorp, disposed of 214,129 common shares of KeyCorp.
• The transaction occurred on November 18, 2025, with shares sold at a price of $17.87 each.
• Following this disposition, Bank of Nova Scotia beneficially owns 162,783,583 KeyCorp common shares.
• The disposition was made pursuant to an Investment Agreement dated August 12, 2024, between Bank of Nova Scotia and KeyCorp, and related arrangements.
• Under these arrangements, Bank of Nova Scotia participates on a pro rata basis in any repurchase by KeyCorp of its common shares.
• The 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).

Sentiment

Score: 5

Explanation: Neutral, as it reports a planned disposition by a significant shareholder, which is part of a pre-existing agreement and not indicative of new sentiment or operational performance.

Positives

• The disposition is part of a pre-existing Investment Agreement and related arrangements, indicating a structured and planned approach to managing the investment.
• Participation in KeyCorp's share repurchases on a pro rata basis suggests an orderly mechanism for the investor to adjust its holdings.

Negatives

• Bank of Nova Scotia's direct beneficial ownership in KeyCorp decreased by 214,129 common shares.

Future Outlook

The disposition is part of a pre-existing Investment Agreement, which includes arrangements for Bank of Nova Scotia to participate pro rata in any future share repurchases by KeyCorp. This suggests a structured, ongoing approach to managing the investment rather than a one-off event.

Industry Context

This transaction represents an insider filing by a significant institutional investor, Bank of Nova Scotia, in KeyCorp. Such dispositions are common for large shareholders managing their portfolio positions, especially when governed by pre-arranged agreements like Rule 10b5-1 plans, and do not necessarily reflect broader industry trends but rather specific investment strategy.

Corporate Governance

Related Party Transactions

• The disposition of shares is pursuant to an Investment Agreement dated August 12, 2024, between Bank of Nova Scotia (Reporting Person) and KeyCorp (Issuer). Given Bank of Nova Scotia's 10% ownership and right to nominate directors, this agreement constitutes a related party transaction.

Stakeholder Impact

• Shareholders may note a large institutional investor reducing its stake, but the pre-planned nature of the transaction, tied to an existing agreement and pro-rata participation in repurchases, suggests a structured portfolio adjustment rather than a loss of confidence.
• The ongoing Investment Agreement and director nomination rights highlight Bank of Nova Scotia's continued strategic influence on KeyCorp.

Next Steps

• Bank of Nova Scotia will continue to participate, in certain circumstances automatically and on a pro rata basis, in any repurchase by KeyCorp of its common shares, as per the Investment Agreement.

Key Dates

Keywords

KeyCorp, Bank of Nova Scotia, KEY, Form 4, Insider Transaction, Share Disposition, Investment Agreement, 10b5-1 Plan, Beneficial Ownership, Financial Services