What changed in this filing

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Item 9A. Controls and Procedures

2025-09-17 compared with 2024-10-15 · 44 added, 35 removed, 113 unchanged (41% of the section changed)

4 unchanged sentences

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b).

Based on our assessment, we believe that as of June 29, 2024, the Company’s disclosure controls and procedures were not effective as a result of the material weaknesses in internal control over financial reporting discussed below.

Based on our assessment, we believe that as of June 28, 2025, the Company’s disclosure controls and procedures are effective based on that criteria.

Management’s Report on Internal Control over Financial Reporting

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This assessment was based on the criteria established in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

Based on our assessment, management concluded that the Company's internal control over financial reporting was not effective as of June 29, 2024 due to the material weaknesses described below.

Based on our assessment, we believe that as of June 28, 2025, the Company's internal control over financial reporting is effective based on that criteria.

Remediation Update

As of June 29, 2024, the Company had identified material weaknesses in its internal control over financial reporting that were remediated during the fiscal year ended June 28, 2025 as discussed further below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified:

The Company did not fully maintain components of the COSO framework, including elements of the control environment, risk assessment, control activities, and monitoring activities components, relating to:

The following material weaknesses had been identified:

The Company had not fully maintained components of the COSO framework, including elements of the control environment, risk assessment, control activities, and monitoring activities components, relating to:

(i) sufficiency of processes to identify and analyze risks to the achievement of objectives across the entity, (ii) sufficiency of competent personnel with appropriate levels of knowledge, experience, and training in accounting, and internal control matters to perform assigned responsibilities and have appropriate accountability for the design and operation of internal control over financial reporting;

(iii) sufficiency of procedures to select and develop control activities that contribute to the mitigation of risks, and (iv) performing ongoing evaluations to ascertain whether the components of internal control are present and functioning.

The entity level material weaknesses contributed to material weaknesses within the Company’s financial close and reporting processes as follows:

• The Company did not design and implement effective controls over the adoption of new accounting standards.

• The Company did not design and implement effective controls over the accounting for revenue recognition relating to cost recovery of material price variances.

These material weaknesses resulted in the restatement of our consolidated financial statements as of and for the years ended July 1, 2023 and July 2, 2022 and our unaudited consolidated statements of operations for the quarters ended March 30, 2024, December 30, 2023, September 30, 2023, April 1, 2023, December 31, 2022, October 1, 2022, April 2, 2022, January 1, 2022 and October 2, 2021, and revision of our unaudited consolidated balance sheets as of March 30, 2024, December 30, 2023, and September 30, 2023.

As a result of this determination, management has taken, and is in the process of taking, the following actions to remediate the identified material weaknesses in its internal control over financial reporting:

The entity level material weaknesses had contributed to material weaknesses within the Company’s financial close and reporting processes as follows:

• The Company had not designed and implemented effective controls over the adoption of new accounting standards.

• The Company had not designed and implemented effective controls over the accounting for revenue recognition relating to cost recovery of material price variances.

and October 2, 2021, and revision of our unaudited consolidated balance sheets as of March 30, 2024, December 30, 2023, and September 30, 2023.

As a result of this determination in the prior fiscal year, management completed the following actions during the year ended June 28, 2025 to remediate the identified material weaknesses in its internal control over financial reporting:

• Training related to the proper accounting for material price variances

1 unchanged sentence

• Hiring of technical accounting finance staff with US GAAP knowledge and experience;

• Enhance closing process documentation related to adoption of new accounting standards

We will continue to assess the effectiveness of our controls and remediation efforts in connection with our future assessments of the effectiveness of internal control over financial reporting and disclosure controls and procedures.

• Enhancing closing process documentation related to adoption of new accounting standards

As of June 28, 2025, the material weaknesses have been remediated.

We will continue to assess the effectiveness of our controls in connection with our future assessments of the effectiveness of internal control over financial reporting and disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

22 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is Moss Adams LLP , Seattle, Washington , Auditor Firm ID:

Our independent registered public accounting firm is Baker Tilly US, LLP , Chicago, Illinois, Auditor Firm ID:

Information appearing under the caption “Principal Accountant Fees and Services” in the Company’s 2025 Proxy Statement is incorporated herein by this reference.

6 unchanged sentences

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Cash Flows

2 unchanged sentences

3.1 Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K for the year ended July 3, 2021

3.2 Bylaws, as amended, incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K for the year ended July 3, 2021

3.2 Amended and Restated By-laws of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed December 2, 2024

4.1 Description of the Company’s securities, incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K for the year ended July 3, 2021

10.1* 2010 Incentive Plan, as amended and restated October 23, 2014, incorporated by reference to Appendix A to the Company’s 2014 Proxy Statement

10.2* Form of Restricted Stock Unit Grant Notice and Agreement, submitted herewith

10.3* Description of Employment Cont r act of Craig D.

10.2* Form of Restricted Stock Unit Grant Notice and Agreement for awards under the 2010 Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company's Form 10-K for the fiscal year ended June 28, 2024

10.3* Key Tronic Corporation 2024 Incentive Plan, incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-8 filed on December 2, 2024

10.4* Form of Restricted Stock Unit Grant Notice and Agreement for awards under the 2024 Incentive Plan, submitted herewith

10.5* Description of Employment Contract of Craig D.

Gates, incorporated by reference to the Company’s 1998 Proxy Statement, pages 10 and 11

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10.10* Consulting Agreement of Craig D.

Gates, dated June 20, 2024, submitted herewith

Gates, dated June 20, 2024, incorporated by reference to Exhibit 10.8 to the Company's Form 10-K for the fiscal year ended June 29, 2024

10.11* Employment Contract of Brett R.

Larsen, dated April 22, 2010, including the Amendment to Employment Contract, dated August 23, 2011, and the Amendment to Employment Contract, dated May 11, 2012, submitted herewith

Larsen, dated April 22, 2010, including the Amendment to Employment Contract, dated August 23, 2011, and the Amendment to Employment Contract, dated May 11, 2012, incorporated by reference to Exhibit 10.9 to the Company's Form 10-K for the fiscal year ended June 29, 2024

10.12* Employment Contract of Anthony G.

Voorhees, dated August 3, 2022, submitted herewith

10.11* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2020 and Fiscal Years 2020 – 2022 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed July 30, 2019

Voorhees, dated August 3, 2022, incorporated by reference to Exhibit 10.10 to the Company's Form 10-K for the fiscal year ended June 29, 2024

10.13* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2021 and Fiscal Years 2021 – 2023 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed July 27, 2020

3 unchanged sentences

10.17* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2025 and Fiscal Years 2025-2027 Long Term Incentive Plan Performance Measures and Awards, incorporated by reference to the Company’s Form 8-K filed on September 9, 2024

10.17 Announcement that the Company has signed a letter of intent to lease a new facility in Da Nang, Vietnam

10.18 Stock Purchase Agreement, dated September 3, 2014, by and among the Company, CDR Manufacturing Inc.

and the sellers signatory thereto, incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on September 9, 2014

10.18* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2026 and Fiscal Years 2026-2028 Long Term Incentive Plan Performance Measures and Awards, incorporated by reference to the Company’s Form 8-K filed on August 25, 2025.

10.19 Loan and Security Agreement, dated August 14, 2020, among the Company, Bank of America, N.A, and certain other parties, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 17, 2020

5 unchanged sentences

10.25 Sixth Amendment to Loan, Guaranty and Security Agreement, dated October 9, 2024, among the Company, Bank of America, N.A., and certain other parties, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed October 10, 2024

10.26 Credit Agreement, dated December 3, 2024 among the Company, BMO Bank, N.A.

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

10.27 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.

10.28 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, incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 29, 2025.

10.29 First Amendment and Limited waiver to Credit Agreement, dated May 13, 2025, among the Company, BMO Bank, N.A., and certain other parties, incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 29, 2025.

19.1 Key Tronic Corporation Insider Trading Policy, submitted herewith

21.1 Subsidiaries of Registrant, submitted herewith

23.1 Consent of Independent Registered Public Accounting Firm - Moss Adams LLP, submitted herewith

23.1 Consent of Independent Registered Public Accounting Firm - Baker Tilly LLP, submitted herewith

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, submitted herewith

2 unchanged sentences

32.2 Section 1350 Certification of Chief Financial Officer, submitted herewith

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation, submitted herewith

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation, incorporated by reference to Exhibit 97.1 to the Company’s Form 10-K for the fiscal year ended June 29, 2024

101.INS 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.

9 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

October 15, 2024

September 16, 2025

KEY TRONIC CORPORATION

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Larsen October 15, 2024

Larsen September 16, 2025

President and Chief Executive Officer

1 unchanged sentence

/s/ Anthony G.

Voorhees October 15, 2024

Voorhees September 16, 2025

Voorhees Date

2 unchanged sentences

/s/ Ronald F.

Klawitter October 15, 2024

Klawitter September 16, 2025

Klawitter, Director and Chairman of the Board Date

Gates October 15, 2024

Gates September 16, 2025

Gates, Director Date

Bean October 15, 2024

Bean September 16, 2025

Bean, Director Date

/s/ Subodh K.

Kulkarni October 15, 2024

Kulkarni September 16, 2025

Kulkarni, Director Date

Shamash October 15, 2024

Shamash September 16, 2025

Shamash, Director Date

/s/ Cheryl Beranek October 15, 2024

/s/ Cheryl Beranek September 16, 2025

Cheryl Beranek, Director Date

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.

What changed 10-K

Item 9A. Controls and Procedures