BANK OF NOVA SCOTIA 4

What Happened

Bank of Nova Scotia, reported as a 10% owner of KeyCorp (KEY), disposed of 205,976 common shares to the issuer on June 23, 2026. The shares were disposed at $22.71 each for a total proceeds value of $4,677,715. This was a disposition (sale) to the issuer — not an open-market sale — pursuant to a contractual repurchase arrangement.

Key Details

• Transaction date: 2026-06-23; filing date: 2026-06-24 (timely Form 4 filing).
• Price and amount: 205,976 shares at $22.71 per share; total $4,677,715.
• Transaction code: D (Disposition to issuer) under the Investment Agreement.
• Footnote: Disposition made pursuant to the Investment Agreement dated August 12, 2024, under which the Reporting Person may participate pro rata in issuer repurchases (may occur automatically in certain circumstances).
• Ownership after transaction: Not specified in the provided filing.
• Remark: The filer notes it may be deemed a "director-by-deputization" because the Investment Agreement gives it rights to nominate directors.

Context

This was an institutional disposition under a contractual arrangement (repurchase by the issuer), not a typical open-market sale by an executive. Such repurchases can be routine contractual actions and do not, by themselves, indicate management sentiment.