Key Tronic (KTCC) Insider: 3,695 RSUs Vest; 906 Shares Sold for Taxes

Rhea-AI Filing Summary

Chad T. Orebaugh, Executive Vice President of Engineering at Key Tronic Corp (KTCC), reported transactions on Form 4 dated 09/03/2025. He had 3,695 restricted stock units (RSUs) vest on that date, each representing a contingent right to one share, which converted to 3,695 shares of common stock owned directly. To satisfy tax withholding on the vesting, he sold 906 shares at $2.91 each, leaving him with 3,695 direct shares and an additional 4,601 direct shares . The RSUs vest in three equal annual installments on 09/03/2025, 2026 and 2027.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax-sale; not a material governance red flag.

The filing documents time-based vesting of RSUs and a concomitant open-market sale to cover tax withholding. This is a common administrative action aligning executive compensation with retention policy. The disclosed indirect holdings via the 401(k) and staged vesting through 2027 indicate continued alignment with long-term incentives rather than immediate cashing out. No indication of unusual hedging, accelerated vesting, or related-party transactions is present in the form.

Securities Analyst

TL;DR: Small net change in beneficial ownership from routine vesting and tax-related sale; unlikely to affect valuation.

The report shows 3,695 RSUs vesting into common shares and an open-market sale of 906 shares at $2.91 for tax withholding. The net increase in direct beneficial ownership from vesting is offset partially by the withholding sale, and substantial additional holdings exist via the 401(k). These transactions are administrative and do not reflect a substantial shift in insider conviction.

09/05/2025 - 12:47 PM

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

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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)
09/03/2025

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
Common Stock	09/03/2025		M		3,695	A	(1)	3,695	D
Common Stock	09/03/2025		S		906(2)	D	$2.91	2,789	D
Common Stock								8,296(3)	I	By 401(k)

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)	09/03/2025		M		3,695		(4)	(4)	Common Stock	3,695	$0	25,376	D

Explanation of Responses:

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

2. Represents common stock sold in the open market in order to satisfy the reporting person's tax withholding obligations in connection with the vesting of restricted stock units.

3. Includes 5,248 shares of common stock acquired by the reporting person under the registrant's 401(k) plan between April 28, 2017 and September 3, 2025.

4. The restricted stock units vest in three equal annual installments on September 3, 2025, 2026 and 2027, subject to time-based vesting conditions.

Remarks:

	/s/ Chad T. Orebaugh	09/04/2025
	** 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 insider transactions did KTCC executive Chad Orebaugh report on 09/03/2025?

He reported 3,695 RSUs vested which converted to 3,695 common shares, and an open-market sale of 906 shares at $2.91 to cover tax withholding.

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

The Form 4 shows 3,695 direct shares from the RSU vesting and a total of 8,296 shares beneficially owned including indirect 401(k) holdings.

Are the vested RSUs for KTCC subject to future vesting?

The RSUs vest in three equal annual installments on 09/03/2025, 09/03/2026, and 09/03/2027 and are subject to time-based vesting conditions.

Why were 906 KTCC shares sold by the reporting person?

The sale of 906 shares at $2.91 was executed in the open market to satisfy the reporting person's tax withholding obligations related to RSU vesting.

Does the Form 4 indicate any unusual insider activity for KTCC?

No. The filing reflects routine RSU vesting and a tax-withholding sale with no indications of accelerated vesting, hedging, or related-party transactions.