Form 4: Bank of Nova Scotia Reduces KeyCorp Stake in Planned Sale

Bank of Nova Scotia reported a disposition of 214,129 KeyCorp common shares at $17.87 per share, reducing its direct beneficial ownership.

Summary

• Bank of Nova Scotia, a 10% owner and director-by-deputization of KeyCorp, disposed of 214,129 common shares.
• The transaction occurred on November 18, 2025, with shares sold at a price of $17.87 each.
• Following this disposition, Bank of Nova Scotia directly beneficially owns 162,783,583 KeyCorp common shares.
• The disposition was made pursuant to an Investment Agreement dated August 12, 2024, and related arrangements allowing pro rata participation in KeyCorp's common share repurchases.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the transaction is a pre-arranged disposition by a significant shareholder, part of an existing agreement, rather than an unexpected or unprompted sale. It reflects a planned adjustment of an investment.

Positives

• The disposition is part of a pre-existing Investment Agreement, indicating a structured and planned reduction in stake rather than an abrupt sell-off, which suggests orderly management of the investment.
• The transaction aligns with KeyCorp's share repurchase program, which can be a positive signal for capital management and shareholder returns.

Negatives

• A significant disposition by a 10% owner and director-by-deputization could be perceived negatively by some investors, as it reduces a major institutional holder's stake in KeyCorp.

Future Outlook

Bank of Nova Scotia maintains arrangements to participate, in certain circumstances automatically and on a pro rata basis, in any future repurchase by KeyCorp of its common shares.

Industry Context

This transaction reflects a specific institutional investor's portfolio management decision within the financial services sector, potentially influenced by broader market conditions or strategic alignment with KeyCorp's capital management initiatives.

Corporate Governance

Related Party Transactions

• The disposition of shares is a transaction between KeyCorp (Issuer) and Bank of Nova Scotia (Reporting Person), which is a 10% owner and has a contractual right to nominate directors, making it a related party transaction.

Stakeholder Impact

• Shareholders: The reduction in a major institutional holder's stake could be viewed with mixed sentiment, though the pre-arranged nature mitigates negative interpretations.
• Company (KeyCorp): The transaction is part of a share repurchase program, which can be beneficial for capital management and potentially enhance shareholder value by reducing outstanding shares.

Next Steps

• Bank of Nova Scotia will continue to participate pro rata in any future common share repurchases by KeyCorp, as per the Investment Agreement.

Key Dates

Keywords

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