BANK OF NOVA SCOTIA 4

What Happened Bank of Nova Scotia (a reported 10% owner of KeyCorp) disposed of 128,055 KeyCorp common shares to the issuer on January 27, 2026. The shares were transferred at $21.16 per share for a total value of $2,709,644. This was a disposition (sale back to the company), not an open-market sale or purchase.

Key Details

• Transaction date: 2026-01-27
• Transaction type/code: Disposition to issuer (D) — repurchase/return of shares to the company
• Price per share: $21.16; Total value: $2,709,644
• Shares owned after transaction: Not specified in the Form 4 filing
• Footnote (F1): 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 of its common shares.
• Remark: The filer notes that, solely for Section 16 purposes, it may be deemed a "director-by-deputization" because of contractual nomination rights under the Investment Agreement.
• Filing timeliness: Report filed on the same date as the transaction (2026-01-27), indicating a timely Form 4.

Context

• This disposition represents participation in a company repurchase program under a contractual arrangement, not a typical open-market sale. As a 10% institutional owner, this is institutional-level activity rather than insider executive trading.
• Such repurchases under agreements generally reflect contractual mechanics (pro rata participation in buybacks) rather than an independent directional signal about the issuer from an executive.