BANK OF NOVA SCOTIA 4

What Happened
Bank of Nova Scotia, a 10% owner of KeyCorp (KEY), disposed of 408,070 common shares to the issuer on March 3, 2026. The shares were disposed at $21.14 per share for a total value of $8,626,600. This was a disposition (sale) — specifically a transfer back to the company as part of a repurchase arrangement, not an open-market sale.

Key Details

• Transaction date: March 3, 2026
• Transaction type: Disposition to issuer (repurchase) — reported as a sale
• Shares disposed: 408,070 at $21.14 per share
• Total value: $8,626,600
• Shares owned after transaction: not specified in the filing
• Footnote: Disposition was made pursuant to an Investment Agreement dated August 12, 2024, under which the Reporting Person may participate pro rata (sometimes automatically) in any issuer repurchase of common shares
• Filing timeliness: Reported on March 3, 2026 (same date as the transaction); no late filing indicated
• Insider status: Reporting Person is a 10% institutional owner; the filing notes the Bank may be deemed a “director-by-deputization” solely because it has contractual nomination rights under the Investment Agreement

Context
This was an institutional disposition to the company under a contractual repurchase arrangement, which can occur automatically under the agreement and does not necessarily reflect the trading intentions of company executives. For retail investors, purchases by insiders tend to be more directly interpreted as bullish signals; institutional repurchase-participation sales like this are often procedural.