Form 4: Bank of Nova Scotia Reports KeyCorp Share Disposition
Insider Transaction Report
Bank of Nova Scotia, a 10% owner and director-by-deputization, reported the disposition of 57,241 KeyCorp common shares at $18.29 each, reducing its direct beneficial ownership to 162,294,162 shares.
Summary
- Bank of Nova Scotia, a 10% owner and director-by-deputization of KeyCorp, reported a disposition of common shares.
- On December 2, 2025, 57,241 common shares were disposed of at a price of $18.29 per share.
- This transaction was executed pursuant to an Investment Agreement dated August 12, 2024, and related arrangements allowing pro rata participation in KeyCorp's share repurchases.
- Following the transaction, Bank of Nova Scotia directly beneficially owns 162,294,162 common shares.
- The reported amount excludes certain "Excluded Shares" held on a proprietary basis without pecuniary interest, which were previously adjusted in earlier Form 3 and Form 4 filings.
Sentiment
Score: 5
Explanation: The filing reports a routine, pre-arranged insider transaction (disposition of shares) by a significant shareholder, which is not inherently positive or negative for the company's prospects.
Future Outlook
NA
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Clarification of Relationship | Bank of Nova Scotia may be deemed a director-by-deputization due to its contractual right to nominate directors to KeyCorp's board, as per the Investment Agreement. | August 12, 2024 (date of Investment Agreement) | Formalizes and clarifies the influence of Bank of Nova Scotia on KeyCorp's governance structure, consistent with its 10% ownership. |
Related Party Transactions
- The disposition of shares is pursuant to an Investment Agreement dated August 12, 2024, between Bank of Nova Scotia (a 10% owner and director-by-deputization) and KeyCorp, indicating a transaction between related parties.
Stakeholder Impact
- Shareholders: The disposition represents a minor reduction in a large institutional holder's stake, likely having minimal direct impact on other shareholders given its pre-arranged nature.
- Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this specific transaction report.
Key Dates
| Date | Description |
|---|---|
| August 12, 2024 | Date of the Investment Agreement between Bank of Nova Scotia and KeyCorp. |
| January 6, 2025 | Date of previous Form 3 filing by Bank of Nova Scotia, which reported 62,051 Excluded Shares. |
| February 7, 2025 | Date of previous Form 4 filing by Bank of Nova Scotia, which reported 50,000 Excluded Shares. |
| November 20, 2025 | Date of previous Form 4 filing by Bank of Nova Scotia, which reported 126,037 Excluded Shares. |
| November 26, 2025 | Date of previous Form 4 filing by Bank of Nova Scotia, which reported 127,271 Excluded Shares. |
| December 2, 2025 | Date of the reported transaction (disposition of common shares). |
| December 4, 2025 | Date the Form 4 was signed. |
Keywords
KeyCorp, KEY, Bank of Nova Scotia, Insider Transaction, Form 4, Share Disposition, Beneficial Ownership, 10b5-1 Plan, Investment Agreement, Corporate Governance
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