Form 4: Bank of Nova Scotia Reduces KeyCorp Stake

Bank of Nova Scotia disposed of 100,316 KeyCorp common shares for $18.86 each, reducing its beneficial ownership to 162,193,846 shares.

Summary

• Bank of Nova Scotia, a 10% owner and deemed director of KeyCorp, disposed of 100,316 common shares of KeyCorp.
• The transaction occurred on December 9, 2025, with a price of $18.86 per share.
• Following this disposition, Bank of Nova Scotia beneficially owns 162,193,846 common shares of KeyCorp.
• The disposition was made pursuant to an Investment Agreement dated August 12, 2024, between Bank of Nova Scotia and KeyCorp.
• This agreement outlines Bank of Nova Scotia's pro rata participation in any repurchase by KeyCorp of its common shares.

Sentiment

Score: 5

Explanation: The transaction is a pre-arranged disposition as part of an existing investment agreement and the issuer's share repurchase program, indicating a planned and expected event rather than a discretionary sale based on new information. This suggests a neutral impact on sentiment.

Positives

• The transaction is part of a pre-arranged Investment Agreement, indicating an orderly and planned reduction in stake rather than an unexpected sale.
• The disposition aligns with KeyCorp's potential share repurchase activities, suggesting a coordinated capital management strategy.

Negatives

• A significant institutional shareholder reducing its stake, even if pre-arranged, could be perceived as a slight decrease in confidence, though the context mitigates this.

Industry Context

This transaction reflects a common practice where large institutional investors, particularly those with significant stakes and board representation, engage in pre-arranged dispositions tied to existing agreements or the issuer's capital management strategies, such as share repurchases. Such transactions are typically part of a long-term investment strategy rather than a reaction to immediate market conditions.

Related Party Transactions

• The disposition of shares by Bank of Nova Scotia, a 10% owner and deemed director of KeyCorp, to the issuer is considered a related party transaction due to the significant ownership and board representation.

Stakeholder Impact

• Shareholders: A minor reduction in a large institutional stake, which is part of a pre-arranged agreement, is unlikely to have a significant immediate impact on other shareholders.
• Company: The transaction is consistent with KeyCorp's potential share repurchase activities, which can be a method of returning capital to shareholders and managing share count.

Key Dates

Keywords

KeyCorp, Bank of Nova Scotia, KEY, Form 4, Insider Transaction, Share Disposition, Beneficial Ownership, Investment Agreement, Share Repurchase