KEY TRONIC CORP 10-Q

Item 5. Other Information Insider Trading Arrangements 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. 38 Compensation Arrangements 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. 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. 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. Term Loan and Credit Agreement Modification 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”). 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. 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. 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”). The Credit Amendment waived an existing event of cross-default that was created by the event of default on the Term Loan. The Credit Amendment adds an additional reporting requirement. 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. Item 6. Exhibits 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 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. 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) 31.2 Certification of Chief Financial Officer (Exchange Act Rules 13(a)-14 and 15(d)-14) 32.1 Certification of Chief Executive Officer (18 U.S.C. 1350) 32.2 Certification of Chief Financial Officer (18 U.S.C. 1350) 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE) 39 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. KEY TRONIC CORPORATION /s/ BRETT R. LARSEN Brett R. Larsen Date: May 13, 2025 President and Chief Executive Officer (Principal Executive Officer) /s/ ANTHONY G. VOORHEES Anthony G. Voorhees Date: May 13, 2025 Executive Vice President of Administration, Chief Financial Officer and Treasurer (Principal Financial Officer) 40