[Form 4] KEY Tronic Corp Insider Trading Activity

Rhea-AI Filing Summary

Duane D. Mackleit, Executive Vice President of Operations at Key Tronic Corp (KTCC), reported changes in his beneficial ownership on September 3, 2025. He was granted 3,695 restricted stock units (RSUs) that vest in three equal annual installments beginning September 3, 2025, each RSU converting into one share on vesting. To cover tax withholding on vesting, he sold 911 shares in the open market at $2.89 per share. After these transactions he reports 11,898 shares held directly and 50,902 shares indirectly (including 14,320 shares acquired under the company 401(k) plan).

Positive

• 3,695 RSUs granted with time-based vesting over three years, promoting retention
• Significant indirect ownership of 50,902 shares (includes 14,320 shares via 401(k)), indicating alignment with long-term performance

Negative

• 911 shares sold in the open market at $2.89, reducing direct holdings (transaction was to satisfy tax withholding)

Insights

Corporate Governance Expert

TL;DR: Insider received time-based RSUs and sold a small number of shares to meet tax obligations; overall ownership profile remains stable.

The grant of 3,695 restricted stock units aligns executive compensation with shareholder value over a multi-year vesting schedule, which supports retention incentives. The sale of 911 shares at $2.89 was executed to satisfy tax withholding and does not appear to reflect a change in confidence. The reporting person continues to hold a meaningful indirect position via the 401(k) plan, which indicates ongoing alignment with long-term shareholder outcomes.

Securities Analyst

TL;DR: Transaction is routine: time-based equity grant plus small market sale for taxes; no material dilution or debt changes reported.

From a market perspective, the RSU grant increases potential future share issuance when vested but the amount (3,695 shares) is modest relative to typical public-company floats. The open-market sale of 911 shares at $2.89 was tax-driven per the filing. Combined direct and indirect holdings suggest continued executive exposure to KTCC equity performance.

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^*

Mackleit Duane D

(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 of Operations

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)	12,809	D
Common Stock	09/03/2025		S		911(2)	D	$2.89	11,898	D
Common Stock								50,902(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 14,320 shares of common stock acquired by the reporting person under the registrant's 401(k) plan between March 18, 2020 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/ Duane D. Mackleit	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 did KTCC insider Duane Mackleit report on 09/03/2025?

He was granted 3,695 restricted stock units and sold 911 shares in the open market to satisfy tax withholding obligations.

How many shares does Duane Mackleit beneficially own after the transactions?

He reports 11,898 shares held directly and 50,902 shares held indirectly.

Why were 911 shares sold and at what price?

The filing states the sale of 911 shares was to satisfy tax withholding and occurred at $2.89 per share.

When do the restricted stock units vest?

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

What portion of the indirect holdings came from the 401(k)?

The filing notes 14,320 shares were acquired under the registrant's 401(k) plan between March 18, 2020 and September 3, 2025.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Duane D. Mackleit on 09/04/2025.