[Form 4] KEY Tronic Corp Insider Trading Activity

Rhea-AI Filing Summary

Chad T. Orebaugh, EVP of Engineering at KEY Tronic Corp (KTCC), was granted 17,985 restricted stock units on 08/21/2025. Each restricted stock unit represents a contingent right to receive one share of common stock and vests in three equal annual installments on August 21, 2026, 2027 and 2028, subject to time-based vesting conditions. The grant has a $0 purchase price and increases Mr. Orebaugh's beneficial ownership to 29,071 shares following the reported award. The Form 4 was signed on 08/22/2025.

Positive

• Alignment with shareholders: RSUs convert to common stock, aligning executive incentives with shareholder value.
• Retention-focused vesting: Three equal annual vesting installments encourage multi-year retention through 2028.
• Transparency: Form 4 discloses the grant, exercise price ($0), and beneficial ownership after the award (29,071 shares).

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Executive received time‑based RSUs, a standard retention and alignment mechanism for senior management.

The grant of 17,985 restricted stock units to the EVP of Engineering is a routine compensation action that aligns his interests with shareholders through equity-based pay and multi-year vesting. The award vests in three equal annual installments, which supports retention over 2026–2028. The Form 4 discloses beneficial ownership rising to 29,071 shares, providing transparency on insider holdings. No unusual provisions, accelerated vesting, cash exercise price, or derivative transactions are reported.

Compensation Analyst

TL;DR: The size and schedule of the RSU grant indicate standard long-term incentive pay rather than a special one-time transaction.

The award of 17,985 RSUs at $0 per unit with three-year time-based vesting is consistent with typical long-term incentive design for senior technical executives. The zero price reflects an outright equity award (restricted stock units) rather than an option. The information provided is sufficient to assess timing and magnitude of vesting but lacks context on target pay levels or peer comparisons, so material impact on total dilution or company expense cannot be determined from this filing alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Orebaugh Chad Thomas

(Last) (First) (Middle)

4424 N. SULLIVAN RD

(Street)

SPOKANE VALLEY WA 99216

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KEY TRONIC CORP [ KTCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP of Engineering

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/21/2025		A		17,985		(2)	(2)	Common Stock	17,985	$0	29,071	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock.

2. The restricted stock units vest in three equal annual installments on August 21, 2026, 2027 and 2028, subject to time-based vesting conditions.

Remarks:

	/s/ Chad T. Orebaugh	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did KTCC insider Chad T. Orebaugh receive on 08/21/2025?

He was granted 17,985 restricted stock units on 08/21/2025.

What is the vesting schedule for the RSUs granted to Chad Orebaugh?

The RSUs vest in three equal annual installments on August 21, 2026, 2027 and 2028, subject to time-based vesting conditions.

How many shares does Chad Orebaugh beneficially own after the reported transaction?

Following the reported award, he beneficially owns 29,071 shares.

What is Chad Orebaugh's role at KEY Tronic Corp as listed on the Form 4?

He is listed as EVP of Engineering and an officer of the issuer.

Does the Form 4 show a purchase price for the RSUs?

The Form 4 shows a $0 price for the restricted stock units, consistent with RSUs as contingent rights to receive shares.