BANK OF NOVA SCOTIA 4

What Happened

• Bank of Nova Scotia, a reported 10% owner of KeyCorp (ticker: KEY), disposed of 238,461 common shares to the issuer on June 30, 2026. The shares were sold at $23.15 each for a total of $5,520,372.
• This was a disposition (sale) to the company as part of a repurchase arrangement, not an open-market sale.

Key Details

• Transaction date and price: June 30, 2026 — 238,461 shares at $23.15 per share.
• Total value: $5,520,372.
• Shares owned after the transaction: not specified in this Form 4.
• Footnote: The sale was made pursuant to an Investment Agreement dated August 12, 2024, under which the Reporting Person participates, in certain circumstances and on a pro rata basis, in any repurchase by the issuer (see footnote F1).
• Filing timeliness: Reported for the period ending June 30, 2026; no late filing indicated.
• Remark: The filer notes it may be deemed a “director-by-deputization” due to contractual nomination rights under the Investment Agreement.
• Institutional status: As a 10% owner (institutional holder), this is not an executive’s personal trading decision.

Context

• This transaction reflects participation in a company repurchase program under contract, rather than an opportunistic open-market sale. Such repurchases reduce shares outstanding but do not necessarily signal management’s private view of the stock.