Form 4: Bank of Nova Scotia Reduces KeyCorp Stake

Bank of Nova Scotia reported the disposition of 415,133 KeyCorp common shares at $22.47 per share, reducing its beneficial ownership to 160,907,941 shares.

Summary

• Bank of Nova Scotia disposed of 415,133 common shares of KeyCorp.
• The transaction occurred on February 10, 2026, at a price of $22.47 per share.
• Following this disposition, Bank of Nova Scotia beneficially owns 160,907,941 common shares of KeyCorp.
• The disposition was made pursuant to an Investment Agreement dated August 12, 2024, which allows for pro rata participation in KeyCorp's share repurchases.
• Bank of Nova Scotia is considered a Director (by deputization) and a 10% Owner of KeyCorp.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for KeyCorp, as it indicates an ongoing share repurchase program, which can be accretive to earnings per share. For Bank of Nova Scotia, it's a planned reduction of stake.

Positives

• The disposition is part of an arrangement where Bank of Nova Scotia participates pro rata in KeyCorp's share repurchases, indicating KeyCorp is actively buying back its own shares, which can be accretive to earnings per share for existing shareholders.

Negatives

• Bank of Nova Scotia reduced its direct beneficial ownership in KeyCorp by 415,133 common shares.

Future Outlook

Bank of Nova Scotia will continue to participate on a pro rata basis in any future share repurchases by KeyCorp, as per the Investment Agreement dated August 12, 2024.

Industry Context

StockSavvy.ai notes that insider dispositions, especially by significant shareholders like a 10% owner and director-by-deputization, are closely watched. While this specific transaction is tied to a pre-existing investment agreement and likely a company share repurchase program, it reflects ongoing portfolio adjustments by large institutional investors.

Related Party Transactions

• Disposition of 415,133 common shares by Bank of Nova Scotia, a 10% owner and director-by-deputization, to KeyCorp as part of a pre-existing Investment Agreement.

Stakeholder Impact

• Shareholders (KeyCorp): Potential positive impact due to reduced share count from the issuer's repurchase program, potentially increasing EPS.
• Bank of Nova Scotia: Reduced direct equity exposure to KeyCorp, aligning with the terms of the Investment Agreement.

Next Steps

• KeyCorp's continued share repurchase activities, in which Bank of Nova Scotia will participate pro rata.

Key Dates

Recommendation

This Form 4 reports a pre-arranged disposition by a significant shareholder as part of an investment agreement and likely a share repurchase program by the issuer. It does not signal a change in fundamental outlook for KeyCorp but rather the execution of a previously agreed-upon strategy. Investors should hold and monitor KeyCorp's overall financial performance and future repurchase plans.

Keywords

KeyCorp, KEY, Bank of Nova Scotia, Insider Trading, Form 4, Share Disposition, Equity Sale, Investment Agreement, Share Repurchase