1 unchanged sentence
Insider Trading Arrangements
−Removed: During the fiscal quarter ended December 28, 2024, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as defined in Regulation S-K, Item 408.
+Added: During the fiscal quarter ended March 29, 2025, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as defined in Regulation S-K, Item 408.
+Added: Compensation Arrangements
+Added: As part of its continuing effort to reduce costs, Key Tronic Corporation (the “Company”) announced on May 12, 2025 that its executive leadership team has agreed to a voluntary 10% temporary reduction in their base salaries, including with respect to the base salaries of Brett Larsen, the Company’s President and Chief Executive Officer, Anthony Voorhees, the Company’s Executive Vice President of Administration, Chief Financial Officer and Treasurer, and Philip Hochberg, the Company's Executive Vice President of Customer Relations and Integration.
+Added: These voluntary salary reductions will go into effect on May 18, 2025 and will not modify other rights under any agreements or impact annual and long-term incentives, and benefit eligibility.
+Added: In addition, the Company’s Board of Directors has elected to take a voluntary 10% temporary reduction in the amount of the annual cash retainer payable to each non-employee director of the Company.
+Added: Term Loan and Credit Agreement Modification
+Added: On May 13, 2025, the Company, certain domestic subsidiaries (as co-borrowers or guarantors), Callodine, and certain financial institutions entered into a first amendment and limited waiver to the Term Loan (the “Term Amendment”).
+Added: The Term Amendment waived an existing event of default relating to non-compliance with minimum required earnings before interest, depreciation, amortization, and other adjustments for the period ending March 29, 2025.
+Added: The Term Amendment adds an additional reporting requirement, and requires minimum earnings before interest, taxes, depreciation, amortization, and other adjustments only if average daily availability for the applicable fiscal quarter is less than 12.5% of the combined borrowing base.
+Added: On May 13, 2025, the Company, certain domestic subsidiaries (as co-borrowers or guarantors), BMO Bank N.A, and certain financial institutions entered into a first amendment and limited waiver to the Credit Agreement (the “ Credit Amendment”).
+Added: The Credit Amendment waived an existing event of cross-default that was created by the event of default on the Term Loan.
+Added: The Credit Amendment adds an additional reporting requirement.
+Added: The foregoing description is not complete and is qualified in its entirety by reference to the Term Amendment and the Credit Amendment, which are filed herewith as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.
3.1 Articles of Incorporation, incorporated by reference to the Company’s Form 10-K for the fiscal year ended July 3, 2021
3.2 Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 2, 2024
−Removed: 10.1 Sixth Amendment to Loan, Guaranty and Security Agreement, dated October 9, 2024, among the Company, Bank of America, N.A.
−Removed: and certain other parties, incorporated by reference to the Company’s Current Report on Form 8-K filed on October 10, 2024
−Removed: 10.2 Credit Agreement, dated December 3, 2024 among the Company, BMO Bank, N.A.
−Removed: and certain other parties, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2024
−Removed: 10.3 Term Loan Credit Agreement, dated December 3, 2024 among the Company, Callodine Commercial Finance, LLC and certain other parties incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2024.
+Added: 10.1 First Amendment and Limited waiver to Term Loan Credit Agreement, dated May 13, 2025, among the Company, Callodine Commercial Finance LLC, and certain other parties.
+Added: 10.2 First Amendment and Limited waiver to Credit Agreement, dated May 13, 2025, among the Company, BMO Bank, N.A., and certain other parties.
31.1 Certification of Chief Executive Officer (Exchange Act Rules 13(a)-14 and 15(d)-14)
11 unchanged sentences
KEY TRONIC CORPORATION
−Removed: February 7, 2025
President and Chief Executive Officer
2 unchanged sentences
Voorhees Date:
−Removed: February 7, 2025
Executive Vice President of Administration, Chief Financial Officer and Treasurer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.