[Form 4] KEY Tronic Corp Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Timely disclosure of RSU vesting and related open-market sale, demonstrating compliance with Section 16 reporting.
• Significant insider ownership remains with 31,934 shares directly and 40,573 shares indirectly, indicating continued insider alignment with shareholders.

Negative

• Open-market sale of 1,133 shares occurred to cover tax withholding, which modestly reduces the reporting person's direct holdings.
• Vesting increases potential share dilution as 4,619 RSUs convert to common shares upon settlement.

Insights

Securities Analyst

TL;DR Insider RSUs vested with a small market sale to cover taxes; disclosure is routine and not materially market-moving.

The Form 4 shows time-based restricted stock units vesting (4,619 RSUs) and a partial open-market sale (1,133 shares at $2.91) to satisfy tax withholding. The remaining direct and indirect holdings (31,934 direct; 40,573 indirect) suggest continued insider ownership but do not indicate any change in control or large disposition. This is a standard post-vesting disclosure reflecting compensation mechanics rather than strategic trading.

Corporate Governance Expert

TL;DR Filing demonstrates compliance with Section 16 reporting and standard tax-withholding practice on RSU vesting.

The report details vesting schedule and tax-related sale, including a disclaimer of beneficial ownership for shares held by the reporting person's son and an explanation of 401(k) plan movement. Documentation of vesting dates, amounts, and tax withholding via sale aligns with routine governance and compensation reporting requirements. No red flags such as unexplained dispositions or large, immediate sales are present.

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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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^*

Hochberg Philip Scott

(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 Cust Relations/Integration

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)	33,067	D
Common Stock	09/03/2025		S		1,133(2)	D	$2.91	31,934	D
Common Stock								100	I	By Son(3)
Common Stock								40,573(4)	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		4,619		(5)	(5)	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 reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

4. Includes a change of 2,755 shares through the issuer's 401(k) plan between March 18, 2020 and September 3, 2025

5. 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/ Philip Scott Hochberg	09/05/2025
	** 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 Philip Scott Hochberg report on Form 4?

The report shows 4,619 RSUs vested on 09/03/2025 and a concurrent open-market sale of 1,133 shares at $2.91 per share to satisfy tax withholding.

How many shares does Philip Scott Hochberg beneficially own after the transactions?

Following the reported transactions he holds 31,934 shares directly and 40,573 shares indirectly (including amounts in a 401(k) plan and 100 shares owned by his son).

When do the remaining RSUs vest for the reporting person?

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

Why were shares sold in the open market according to the filing?

The filing states the sale of 1,133 shares was executed to satisfy the reporting person's tax withholding obligations in connection with RSU vesting.

Did the reporting person disclaim any beneficial ownership?

Yes, the reporting person disclaims beneficial ownership of 100 shares held by his son, and the report notes that this disclaimer should not be treated as admission of beneficial ownership for any purpose.