BANK OF NOVA SCOTIA 4

What Happened Bank of Nova Scotia, reported as a 10% owner of KeyCorp (KEY), disposed of 415,133 common shares to the issuer on February 10, 2026. The shares were sold at $22.47 per share, for a total transaction value of approximately $9,328,039. This was a disposition (sale back to the company), not an open-market sale or purchase.

Key Details

• Transaction date: 2026-02-10; Price: $22.47 per share; Total value: ~$9,328,039.
• Transaction type: Disposition to the issuer (code D) — sale of shares back to KeyCorp (participation in a repurchase).
• Shares owned after transaction: Not disclosed in the filing.
• Footnote: The sale was made pursuant to the Investment Agreement dated Aug 12, 2024, under which the Reporting Person participates, in certain circumstances and on a pro rata basis, in any repurchase by the issuer.
• Filing timeliness: Reported on 2026-02-10 (same-day report), no late filing indicated.
• Remark: The filer notes that, solely for Section 16 purposes, it may be deemed a "director-by-deputization" because of contractual nomination rights under the Investment Agreement.

Context This transaction represents an institutional holder participating in KeyCorp’s share repurchase program under a contractual agreement, rather than an individual insider selling on personal grounds. For retail investors, such dispositions by large shareholders can reflect contractual mechanics (pro rata participation in buybacks) rather than a direct signal of sentiment about the company’s prospects.