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Based on our assessment, we believe that as of June 27, 2026, the Company's internal control over financial reporting is effective based on that criteria.
−Removed: Remediation Update
−Removed: 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.
−Removed: 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.
−Removed: The following material weaknesses had been identified:
−Removed: 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:
−Removed: (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;
−Removed: (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 were present and functioning.
−Removed: The entity level material weaknesses had contributed to material weaknesses within the Company’s financial close and reporting processes as follows:
−Removed: • The Company had not designed and implemented effective controls over the adoption of new accounting standards.
−Removed: • The Company had not designed and implemented effective controls over the accounting for revenue recognition relating to cost recovery of material price variances.
−Removed: 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
−Removed: and October 2, 2021, and revision of our unaudited consolidated balance sheets as of March 30, 2024, December 30, 2023, and September 30, 2023.
−Removed: 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:
−Removed: • Training related to the proper accounting for material price variances
−Removed: • Enhancing closing process documentation related to material price variances
−Removed: • Hiring of technical accounting finance staff with US GAAP knowledge and experience;
−Removed: • Enhancing closing process documentation related to adoption of new accounting standards
−Removed: As of June 28, 2025, the material weaknesses have been remediated.
−Removed: 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
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FINANCIAL STATEMENTS
−Removed: Report of Independent Registered Public Accounting Firm (Moss Adams, LLP)
+Added: Report of Independent Registered Public Accounting Firm ( Baker Tilly US , LLP)
Consolidated Balance Sheets
−Removed: Consolidated Statements of Income
+Added: Consolidated Statements of Operations
Consolidated Statements of Comprehensive Loss
8 unchanged sentences
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
−Removed: 10.4* Form of Restricted Stock Unit Grant Notice and Agreement for awards under the 2024 Incentive Plan, submitted herewith
+Added: 10.4* Form of Restricted Stock Unit Grant Notice and Agreement for awards under the 2024 Incentive Plan, incorporated by reference to the Company’s Form 8-K filed on August 27, 2026.
10.5* Description of Employment Contract of Craig D.
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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.
+Added: 10.19* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 202 7 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 2 7 , 202 6 .
10.20 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
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10.30 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.
−Removed: 19.1 Key Tronic Corporation Insider Trading Policy, submitted herewith
+Added: 19.1 Key Tronic Corporation Insider Trading Policy, incorporated by reference to Exhibit 19.1 to the Company's Form 10-K for the year ended June 28, 2025
21.1 Subsidiaries of Registrant, submitted herewith
−Removed: 23.1 Consent of Independent Registered Public Accounting Firm - Baker Tilly LLP, submitted herewith
+Added: 23.1 Consent of Independent Registered Public Accounting Firm - Baker Tilly US, LLP, submitted herewith
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, submitted herewith
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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.