[Form 4] KEY Tronic Corp Insider Trading Activity

Rhea-AI Filing Summary

David H. Knaggs, EVP of Quality and IS at KEY Tronic Corp (KTCC), reported restricted stock units vesting and a small open-market sale to cover tax withholding. On 09/03/2025 3,695 restricted stock units became vested, each representing a contingent right to one share. The reporting person sold 906 shares at $2.91 per share to satisfy tax withholding obligations related to the vesting. The filing also shows 8,327 shares held indirectly through the company 401(k) plan, including 146 shares acquired under the plan between May 13, 2025 and September 3, 2025. The restricted stock units vest in three equal annual installments on September 3, 2025, 2026 and 2027.

Positive

• Full disclosure of RSU vesting including number of units (3,695) and vesting schedule (2025-2027)
• Sale amount and price disclosed for tax withholding (906 shares at $2.91)
• 401(k) holdings documented (8,327 shares indirect, including 146 acquired May–Sep 2025)

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider vesting with a small sell-to-cover; no material change to ownership stake.

The Form 4 discloses time-based RSU vesting of 3,695 units for an executive and an accompanying sale of 906 shares at $2.91 to satisfy tax withholding. These are standard administrative transactions following a vesting event and do not indicate opportunistic trading or a change in company control. The filing also confirms aggregate indirect holdings via the 401(k) plan, providing context on the executive's total exposure to company stock. Impact on outstanding float and governance is immaterial based on disclosed quantities.

Corporate Governance Expert

TL;DR: Disclosure is complete for the vesting event and tax-related sale; transactions are routine.

The reporting includes required detail: vesting schedule, number of units, and sale price for shares withheld/sold to cover taxes. The signature and role identification (Director and Officer: EVP of Quality and IS) are provided. There are no indications of related-party repricing, accelerations, or extraordinary dispositions. From a governance perspective, this Form 4 meets reporting expectations and reflects customary post-vesting actions.

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^*

Knaggs David H.

(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 Quality and IS

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								8,327(3)	I	401(k) Plan

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 146 shares of common stock acquired by the reporting person under the registrant's 401(k) plan between May 13, 2025 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/ David H. Knaggs	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 transactions did KTCC insider David H. Knaggs report on the Form 4?

The Form 4 reports vested restricted stock units of 3,695 and an open-market sale of 906 shares at $2.91 to cover taxes on 09/03/2025.

How many shares does David H. Knaggs hold indirectly through the 401(k) plan?

The filing shows 8,327 shares held indirectly in the company's 401(k) plan, which includes 146 shares acquired between May 13, 2025 and September 3, 2025.

What is the vesting schedule for the restricted stock units reported by KTCC insider?

The restricted stock units vest in three equal annual installments on September 3, 2025, 2026, and 2027.

Why were 906 shares sold according to the Form 4?

The filing states those shares were sold in the open market to satisfy the reporting person's tax withholding obligations in connection with RSU vesting.

What role does the reporting person hold at KEY Tronic Corp (KTCC)?

David H. Knaggs is identified as a Director and an Officer with the title EVP of Quality and IS.