BANK OF NOVA SCOTIA 4

What Happened

• Bank of Nova Scotia, reported as a 10% owner of KeyCorp (KEY), disposed of 176,803 shares to the issuer on July 7, 2026. The shares were sold at $23.18 each for a total reported value of $4,098,294.
• This was a disposition to the issuer (repurchase), executed pursuant to an Investment Agreement between the reporting person and KeyCorp, not an open-market sale by an executive.

Key Details

• Transaction date: 2026-07-07; Price: $23.18 per share; Total value: $4,098,294.
• Transaction type/code: Disposition to issuer (D) — sale back to the company under a contractual repurchase arrangement.
• Shares owned after transaction: Not specified in the filing.
• Footnote: Disposition made pursuant to the Investment Agreement dated Aug 12, 2024, under which the reporting person participates (in certain circumstances, automatically) pro rata in any repurchase by the issuer.
• Filing timeliness: Reported for the same transaction date (no late filing indicated).
• Remark: Filing notes the reporting person “may be deemed” director-by-deputization due to contractual nomination rights; this is a Section 16 disclosure detail, not a statement of board membership or trading intent.

Context

• This transaction reflects an institutional 10% owner participating in a contractual share repurchase by the company rather than a typical insider open-market sale. Such repurchase-driven dispositions are often mechanical outcomes of agreements and do not, by themselves, indicate management sentiment on the stock.