BANK OF NOVA SCOTIA 4

What Happened
Bank of Nova Scotia (reported as a 10% owner) disposed of 183,268 KeyCorp (KEY) common shares to the issuer on 2026-03-17 at $19.43 per share, for a total of $3,560,897. The filing (Form 4) was submitted on 2026-03-18. This was a disposition (sale) of shares to the issuer — effectively participation in a company repurchase — rather than an open-market sale.

Key Details

• Transaction date and price: 2026-03-17, 183,268 shares at $19.43 each. Total proceeds reported: $3,560,897.
• Transaction type: Disposition to issuer (Code D) pursuant to the Investment Agreement between Bank of Nova Scotia and KeyCorp (dated Aug 12, 2024).
• Shares owned after transaction: not specified in the Form 4 filing.
• Footnote: Sale was made under the Investment Agreement under which the reporting person participates, in certain circumstances and on a pro rata basis, in issuer repurchases.
• Reporting status: Bank of Nova Scotia is a 10% owner (institutional holder). The filer notes, for Section 16 purposes only, it may be considered a "director-by-deputization" due to contractual nomination rights under the Investment Agreement.
• Filing timeliness: Form 4 filed the day after the transaction (filed 2026-03-18 for a 2026-03-17 transaction), appearing timely.

Context
This was an institutional disposition tied to a contractual repurchase arrangement, not an executive open-market sale. Such transactions reflect participation in a company buyback program under pre-existing agreements and should be interpreted as procedural rather than a direct management sentiment signal.