Key Tronic Insider Files: RSU Vesting and Tax-Withholding Sale Reported

Rhea-AI Filing Summary

Mark R Courtney, Vice President of Supply Chain at Key Tronic Corp (KTCC), reported equity transactions on 09/03/2025. 1,847 restricted stock units vested the same day; each unit represents a contingent right to receive one share. To satisfy tax withholding on the vesting, 535 shares were sold in the open market at $2.91 per share. The filing shows the reporting person beneficially owns 12,688 shares directly and holds 5,560 shares indirectly through a 401(k) plan. The restricted stock units vest in three equal annual installments on September 3, 2025, 2026 and 2027, subject to time-based vesting conditions.

Positive

• Vesting of 1,847 RSUs increases the reporting person's stake and aligns compensation with shareholder value
• Transparent tax-withholding sale (535 shares at $2.91) clarifies the purpose of the disposition

Negative

• Sale of 535 shares reduced direct holdings, albeit explicitly for tax withholding obligations

Insights

Financial Analyst

TL;DR Insider received 1,847 RSUs, sold 535 shares to cover taxes, and retains meaningful direct and indirect holdings.

The filing documents routine compensation-related activity rather than strategic transactions. The vesting of 1,847 restricted stock units increases the insider's direct exposure to company equity once delivered. The open-market sale of 535 shares at $2.91 is explicitly for tax withholding and does not indicate discretionary liquidity-taking beyond required obligations. Reported beneficial ownership includes 12,688 shares direct and 5,560 indirect via the 401(k), providing continued alignment with shareholder outcomes. No derivative exercises, material dispositions beyond withholding, or large purchases are reported.

Corporate Governance Expert

TL;DR This is a standard disclosure of time-based equity vesting and tax-related sale, consistent with typical executive compensation practice.

The disclosure describes time-based vesting schedule for restricted stock units over three years, which is a common retention mechanism. The sale of shares to satisfy tax withholding is transparently reported and tied to the vesting event. Beneficial ownership levels shown in the filing should be monitored alongside other insiders for governance context, but this single filing does not raise governance or compliance concerns based on the information provided.

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^*

Courtney Mark R

(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)
	Vice President of Supply Chain

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		1,847	A	(1)	1,847	D
Common Stock	09/03/2025		S		535(2)	D	$2.91	1,312	D
Common Stock								5,560(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		1,847		(4)	(4)	Common Stock	1,847	$0	12,688	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 113 shares of common stock acquired by the reporting person under the registrant's 401(k) plan between May 16, 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/ Mark R Courtney	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 Mark R Courtney report on Form 4 for KTCC?

The filing reports the vesting of 1,847 restricted stock units on 09/03/2025 and an open-market sale of 535 shares at $2.91 to satisfy tax withholding.

How many shares does the reporting person beneficially own after these transactions?

The filing shows 12,688 shares beneficially owned directly and 5,560 shares indirectly through a 401(k) plan.

Why were 535 shares sold according to the Form 4?

The sale of 535 shares was made in the open market to satisfy the reporting person's tax withholding obligations related to the vesting of restricted stock units.

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 conditions.

Were any options or other derivative securities exercised or disposed of?

No options or other derivative securities were reported as exercised or disposed of in this filing; the entries relate to restricted stock units and common stock transactions.