BANK OF NOVA SCOTIA 4

What Happened

• Bank of Nova Scotia, a reported 10% owner of KeyCorp (KEY), disposed of 440,551 common shares to the issuer on 2026-02-18 at $22.46 per share, for proceeds of roughly $9.895 million. The disposition was to the issuer (a share repurchase), not an open-market sale.

Key Details

• Transaction date and price: 2026-02-18 at $22.46 per share.
• Shares disposed: 440,551; reported total value ≈ $9,894,775.
• Shares owned after transaction: Not specified in this filing.
• Footnote: The sale was made pursuant to an Investment Agreement dated Aug 12, 2024, under which the reporting person participates pro rata in issuer repurchases (automatic in certain circumstances).
• Reporting note: The filer is a 10% owner (institutional). The filing also notes the reporting person may be deemed a “director-by-deputization” due to contractual nomination rights under the Investment Agreement.
• Timeliness: Reported on 2026-02-18 for the same-date transaction (no late filing indicated).

Context

• This was a disposition to the issuer as part of a contractual repurchase arrangement — an institutional participation in a buyback — rather than a direct market sale by an executive. Such repurchase-participation transactions are often mechanical under contract and should not be read as a direct signal of management sentiment.