[Form 4] KEY Tronic Corp Insider Trading Activity

Rhea-AI Filing Summary

Anthony Gene Voorhees, EVP-Admin, CFO and Treasurer of KEY Tronic Corp (KTCC), acquired 4,619 restricted stock units that convert one-for-one into common shares and which vest in three equal annual installments beginning September 3, 2025. To satisfy tax withholding on the vesting, he sold 1,380 shares in the open market at $2.91 per share. After these reported transactions, Mr. Voorhees directly beneficially owns 4,466 shares, indirectly holds 431 shares in an IRA and 15,958 shares in a 401(k), and holds 31,721 restricted stock units convertible to common stock.

Insights

Financial Analyst

TL;DR: Insider received time‑based RSUs and sold a portion to cover taxes; ownership shifts are routine and not materially dilutive.

The transaction shows vesting of 4,619 RSUs that convert one-for-one into common shares and are subject to three-year time-based vesting. The open-market sale of 1,380 shares at $2.91 was explicitly to satisfy tax withholding, a standard administrative step that reduces net direct holdings but does not reflect a discretionary disposition for liquidity or directional view. The remaining direct and indirect holdings (totaling reported direct 4,466, IRA 431, 401(k) 15,958, plus RSUs 31,721) provide continued alignment with shareholders. Impact is routine and informational for investor monitoring of insider alignment and potential future supply of shares from vested awards.

Corporate Governance Expert

TL;DR: Executive received time‑based equity compensation and used a sale-for-tax to satisfy withholding—standard governance practice.

The filing documents time-based restricted stock units vesting over three years, reinforcing compensation tied to continued service rather than immediate cash payment. The sale of shares solely to meet tax obligations is disclosed and consistent with common plan practices and Rule 10b5-1 considerations when applicable. Reported direct and indirect ownership levels and the sizable RSU balance are relevant to assess long-term incentive alignment but, standing alone, do not indicate any governance concern or material change in control. Disclosure is complete and follows Section 16 reporting requirements.

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
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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^*

Voorhees Anthony Gene

(Last) (First) (Middle)

4424 N. SULLIVAN ROAD

(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-Admin, CFO, Treasurer

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		4,619	A	(1)	5,846	D
Common Stock	09/03/2025		S		1,380(2)	D	$2.91	4,466	D
Common Stock								431	I	IRA
Common Stock								15,958	I	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		4,619		(3)	(3)	Common Stock	4,619	$0	31,721	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. 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/ Anthony Gene Voorhees	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 Anthony Gene Voorhees report?

He acquired 4,619 restricted stock units and sold 1,380 common shares in the open market to satisfy tax withholding.

How many shares does Voorhees beneficially own after these transactions?

Reported beneficial ownership after the transactions: 4,466 shares (direct), 431 shares (IRA, indirect), and 15,958 shares (401(k), indirect).

What is the price at which shares were sold to cover taxes?

The open-market sale to cover tax withholding was executed at $2.91 per share.

What are the vesting terms for the restricted stock units?

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

How many restricted stock units does Voorhees hold that convert to common stock?

The filing reports 31,721 restricted stock units beneficially owned following the reported transactions.