Key Tronic SEC Filings

Key Tronic Corporation (KTCC) furnished an Item 2.02 Form 8-K announcing it issued a press release with financial results for the quarter ended September 27, 2025. The press release is attached as Exhibit 99.1.

The company states the information, including the exhibit, is furnished and not deemed filed under Section 18 of the Exchange Act. A forward‑looking statements safe harbor applies. The filing also includes Exhibit 104 (cover page Inline XBRL). KTCC’s common stock trades on the NASDAQ Global Market.

Key Tronic Corporation (KTCC) reported the results of its Annual Meeting held on October 23, 2025. Shareholders voted on the election of seven directors, an advisory vote on executive compensation, and the ratification of the independent auditor.

Director elections received the following votes For/Withheld (broker non-votes 2,101,544 for each nominee): James R. Bean 4,036,092/1,651,414; Cheryl Beranek 5,014,299/673,207; Craig D. Gates 4,092,839/1,594,667; Ronald F. Klawitter 4,083,650/1,603,856; Subodh K. Kulkarni 4,110,586/1,576,920; Brett R. Larsen 5,297,478/390,028; Yacov A. Shamash 4,087,829/1,599,677.

On “say-on-pay,” votes were 3,989,198 For, 1,650,517 Against, and 47,791 Abstain, with 2,101,544 broker non-votes. Shareholders cast 7,251,291 votes For ratifying Baker Tilly US LLP as independent auditor for fiscal year 2026, with 523,797 Against and 13,962 Abstain.

Key Tronic Corporation discloses board nominations, recent leadership changes and corporate governance policies. Brett R. Larsen succeeded Craig D. Gates as President and CEO on June 30, 2024; Mr. Gates remains a director. Ronald F. Klawitter has served as Chair since January 2024. Director biographies highlight long tenures and relevant executive, academic and financial experience. The Board separates the CEO and Chair roles and delegates risk oversight to committees: Audit (financial reporting, internal controls, cybersecurity), Compensation (compensation-related risk), and Governance (board composition). The Audit Committee reviewed fiscal 2025 audited financials and recommended their inclusion in the Form 10-K. The company enforces a strict Insider Trading Policy and an Incentive Compensation Recovery (Clawback) Policy covering the three completed fiscal years prior to a required restatement. Procedures for shareholder communications and director nomination timing and notice windows are provided.

Key Tronic Corporation (KTCC) reported fiscal 2025 results showing operational cash improvement but continued financial and risk challenges. Net cash provided by operating activities was $18.9 million versus $13.8 million in fiscal 2024, driven by faster collections and inventory reductions. Contract manufacturing revenue declined to $467.9 million from $566.9 million the prior year, and the company reported a net loss of $8.3 million for the 12-month period.

The company maintains $25.0 million of available borrowing capacity under an asset-based revolving credit facility maturing December 3, 2029, alongside term loans and equipment financing. Material issues disclosed include a previously disclosed cyber incident that had a material impact in FY2024, historical accounting deficiencies that led to restatements (now reported as remediated), and recent covenant waivers and amendments to credit agreements. Management expects cash generation to improve in FY2026 but notes continued exposure to covenant risk, interest rate variability, and operational and regulatory risks.

Mark R. Courtney, identified as Vice President of Supply Chain, reported transactions in Key Tronic Corp (KTCC) common stock on 09/08/2025. The filing shows an open-market purchase of 1,000 shares at $3.10 each and a reported disposition of 1,312 shares (labeled 401(k) Plan). After the transactions, the reporting person beneficially owned 6,575 shares in total. The form notes that 15 of the shares were acquired under the company 401(k) plan between September 3 and September 8, 2025. The document is signed by Mark R. Courtney on 09/09/2025.

Key Tronic Corp (KTCC) director Ronald F. Klawitter reported acquisition and ownership changes in the company's common stock. Mr. Klawitter had 8,869 restricted stock units (RSUs) vest, each converting into one share, and these RSUs were reported as acquired on 09/03/2025. Following that conversion and a prior rollover of 16,384 shares from the company 401(k) into an IRA that are now held directly, Mr. Klawitter beneficially owns 197,730 shares directly and additionally reports 1,600 shares held by his daughter and 4,200 shares held by his son. The filing shows 14,388 total shares related to vested RSUs now counted as direct holdings.

Brett R. Larsen, Chief Executive Officer of Key Tronic Corp (KTCC), received 7,390 restricted stock units and sold 1,816 shares of common stock at $2.90 per share as reported for transactions dated 09/03/2025. The restricted stock units convert one-for-one to common shares and vest in three equal annual installments on 09/03/2025, 2026 and 2027 subject to time-based vesting. The report also shows the reporting person holds shares through the company 401(k) plan, including 1,103 shares acquired between February 28, 2025 and 09/03/2025. Following the transactions the filing lists 50,753 restricted stock units or derivative securities beneficially owned and direct common stock positions disclosed in the form.

Philip Scott Hochberg, Executive Vice President, Customer Relations/Integration at Key Tronic Corp (KTCC), reported on Form 4 transactions dated 09/03/2025. 4,619 restricted stock units (RSUs) vested and were reported as acquired, representing the right to receive 4,619 shares of common stock. Concurrently, 1,133 shares were sold in the open market at $2.91 per share to satisfy tax-withholding obligations, leaving the reporting person with 31,934 shares directly and 40,573 shares indirectly (including 100 shares held by his son and 40,573 reported in a 401(k) plan). The RSUs vest in three equal annual installments on September 3, 2025, 2026 and 2027, subject to time-based vesting. The filing is signed and dated 09/05/2025.

Craig D. Gates, a director of Key Tronic Corp (KTCC), reported that 8,869 restricted stock units (RSUs) vested on September 3, 2025. Those RSUs convert one-for-one into shares of common stock and were reported with transaction code M. Following the vesting and conversion, Mr. Gates beneficially owns 315,570 shares of KTCC common stock as a direct owner. The Form 4 was signed on September 4, 2025, and shows the RSUs had a $0 reported price and are now reflected as 8,869 shares of common stock.