BANK OF NOVA SCOTIA 4

What Happened

• Bank of Nova Scotia, listed as a 10% owner of KeyCorp (KEY), disposed of 517,633 common shares to the issuer on Feb 3, 2026. The shares were sold at $21.36 each for a total of $11,056,641. This transaction is a disposition (sale) — often routine when shares are repurchased by the company — and does not by itself indicate management sentiment.

Key Details

• Transaction date: 2026-02-03; Filing date: 2026-02-04 (timely filing).
• Price per share: $21.36; Shares disposed: 517,633; Total proceeds: $11,056,641 (~$11.06M).
• Transaction type/code: D (Disposition to the issuer — i.e., participation in a repurchase).
• Shares owned after transaction: not reported in the supplied filing excerpt.
• Footnote: Disposition was made pursuant to the August 12, 2024 Investment Agreement between Bank of Nova Scotia and KeyCorp, under which the bank may participate pro rata (sometimes automatically) in issuer repurchases.
• Remark in filing: For Section 16 purposes only, the reporting person may be deemed a “director-by-deputization” because of contractual nomination rights under the Investment Agreement.

Context

• This is an institutional 10% owner transaction, not a typical executive insider trade. The sale reflects participation in a company repurchase arrangement rather than an open-market sale; such repurchase-related dispositions are often mechanical under pre-existing agreements.