UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~June~~August 321, 2025

Key Tronic Corporation

(Exact name of registrant as specified in its charter)



Washington		0-11559	91-0849125
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)

4424 North Sullivan Road	Spokane Valley,	Washington	99216
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code (509) 928-8000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	KTCC	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

ITEM 45.0102 ~~CHANGES~~DEPARTURE INOF ~~REGISTRANT'S~~DIRECTORS ~~CERTIFYING~~OR ~~ACCOUNTANT~~CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

OnIncentive ~~June~~Compensation 3,Plan ~~2025,~~Performance ~~Key~~Goals Tronic Corporation, (the "Company") was notified that Moss Adams LLP ("Moss Adams"), the Company's independent registered public accounting firm, merged with Baker Tilly US, LLP effective on June 3, 2025. The combined audit practices operate as Baker Tilly US, LLP (“Baker Tilly”). In connection with the notification of the merger, Moss Adams has resigned as the auditors of the Company and ~~the~~Target ~~Audit Committee of the Company’s Board of Directors approved the appointment of Baker Tilly, as the successor to Moss Adams, as the Company’s independent registered public accounting firm.~~Payments

~~The~~On ~~audit~~August ~~report~~21, of2025, ~~Moss Adams on~~ the ~~Company’s~~Board ~~consolidated~~of ~~financial~~Directors ~~statements~~(“Board”) as of ~~June~~Key ~~29,~~Tronic ~~2024,~~Corporation ~~July 1~~(“Company”), ~~2023,~~upon ~~and July 2, 2022, and for each of~~ the ~~three-years~~recommendation ~~in the period ended June 29, 2024, did not contain an adverse opinion or a disclaimer~~ of ~~opinion,~~its ~~nor~~Compensation ~~was it qualified or modified as to uncertainty~~Committee, ~~audit~~established ~~scope~~the orperformance ~~accounting~~goals ~~principles,~~and ~~other~~target ~~than~~payment anpercentages ~~explanatory~~for ~~paragraph~~each ~~regarding~~participant ~~the~~in ~~restatement of~~ the ~~consolidated~~incentive ~~financial~~compensation ~~statements~~plan (“ICP”) for the ~~years~~Company’s ~~ended~~fiscal ~~July~~year ~~1, 2023, and July 2, 2022~~2026.

~~During~~A ~~the~~minimum ~~years~~Company ~~ended~~profit ~~June~~goal ~~29,~~must ~~2024,~~be ~~July~~achieved 1,in ~~2023,~~order ~~and~~for ~~July~~any 2,payments ~~2022,~~to ~~and~~be ~~the~~made ~~subsequent~~to ~~interim~~participants ~~period~~in ~~through~~the ~~June~~ICP. 3,Payments ~~2025,~~under ~~there~~the ~~were~~ICP nofor ~~(a)~~fiscal ~~disagreements~~year ~~with~~2026 ~~Moss~~will ~~Adams~~be based on ~~any~~three ~~matter~~profit ofgoal ~~accounting~~performance ~~principles~~levels orestablished ~~practices,~~by ~~financial~~the ~~statement~~Board: ~~disclosure~~entry level, orexpected ~~auditing~~value ~~scope~~level orand ~~procedure,~~overachievement ~~which,~~level. ifIf ~~not~~overachievement ~~resolved~~level tois ~~Moss~~exceeded, ~~Adams’~~the ~~satisfaction,~~participants ~~would~~will ~~have~~participate ~~caused~~in ita tobonus ~~make~~pool ~~reference~~equal to ~~the~~35% ~~subject matter~~ of the ~~disagreement~~profit goal performance achieved in ~~connection~~excess ~~with~~of ~~its~~overachievement ~~reports~~level. onPayments under the ~~Company’s~~ICP ~~financial~~will ~~statements,~~be ora ~~(b)~~percentage ~~reportable~~of ~~events~~the ~~requiring~~participant’s ~~disclosure~~base ~~pursuant~~salary topaid ~~Item~~during ~~304(a)(1)(v)~~fiscal ofyear ~~Regulation S-K~~2026.

~~During~~The following executive officers of the ~~years~~Company ~~ended~~are ~~June~~among ~~29,~~the ~~2024,~~participants ~~July~~in 1,the ~~2023~~ICP: Brett R. Larsen, President and ~~July~~CEO; 2Anthony G. Voorhees, ~~2022~~Executive Vice President of Administration, CFO and ~~the~~Treasurer; ~~subsequent~~and ~~interim~~Philip ~~period~~S. ~~through~~Hochberg, ~~the~~Executive ~~date~~Vice President of ~~this~~Customer ~~Current~~Relations ~~Report~~and onIntegration. ~~Form~~Under ~~8-K~~the ICP, ~~neither~~ the ~~Company,~~potential ~~nor~~payment ~~anyone~~percentages onestablished ~~its~~by ~~behalf,~~the ~~consulted~~Board ~~with~~for ~~Baker~~fiscal ~~Tilly~~year ~~regarding:~~2026 ~~(i)~~for ~~either~~Mr. ~~the~~Larsen ~~application~~range from 10% of ~~accounting~~base ~~principles~~salary paid during fiscal year 2026 if entry level performance is achieved to a150% ~~specified~~if ~~transaction,~~overachievement ~~either~~level ~~completed~~performance oris ~~proposed,~~achieved. orThe potential payment percentages established by the ~~type~~Board offor ~~audit~~fiscal ~~opinion~~year ~~that~~2026 ~~might~~for beboth ~~rendered~~Mr. onVoorhees ~~the~~and ~~Company’s~~Mr. ~~financial~~Hochberg ~~statements;~~range orfrom ~~(ii)~~7% ~~any~~if ~~matter~~entry ~~that~~level ~~was~~performance ~~either~~is ~~the~~achieved ~~subject~~to of105% aif ~~“disagreement,”~~overachievement aslevel ~~defined~~performance inis ~~Item~~achieved. ~~304(a)(1)(iv)~~Payment ofpercentages ~~Regulation~~will ~~S-K~~be ~~and~~interpolated ~~the~~for ~~related~~actual ~~instructions~~performance tolevels ~~that~~achieved ~~item,~~between orentry alevel ~~“reportable~~and ~~event,”~~expected asvalue ~~described~~level inand ~~Item~~between ~~304(a)(1)(v)~~expected ofvalue ~~Regulation~~level ~~S-K~~and overachievement level.

~~The~~Payments ~~Company~~under ~~provided~~the ~~Moss~~ICP ~~Adams~~will ~~with~~be amade ~~copy~~as ofsoon ~~this~~as ~~Current~~administratively ~~Report~~possible onafter ~~Form 8-K prior to its filing with~~ the ~~Securities~~end ~~and~~of ~~Exchange~~fiscal ~~Commission~~year ~~(the~~2026. A ~~“Commission”)~~participant ~~and~~must ~~requested~~be ~~that~~an ~~Moss~~active ~~Adams~~employee ~~furnish~~of the Company ~~with~~at ~~a letter addressed to~~ the ~~Commission~~time ~~stating~~payments ~~whether~~are itmade ~~agrees~~under ~~with~~ the ~~above~~ICP ~~statements and, if it does not agree, the respects~~ in ~~which~~order ~~it does not agree. A copy of Moss Adams’ letter~~ to ~~the~~receive ~~Commission,~~a ~~dated June 3, 2025, is filed as Exhibit 16~~payment.~~1 to this Form 8-K and is incorporated herein by reference.~~

Incentive Plan Awards

On August 21, 2025, the Compensation Committee of the Board granted restricted stock unit (“RSU”) awards under the Company’s 2024 Incentive Plan (the “Plan”), to (1) Mr. Larsen in the amount of 89,927 RSUs, vesting in equal annual installments over three years with approximately 40% of such RSUs subject to time-based vesting and approximately 60% of such RSUs subject to performance-based vesting only to the extent the Company’s annual EBITDA in such year meets or exceeds a threshold amount, and (2) each of Mr. Voorhees and Mr. Hochberg in the amount of 44,964 RSUs, vesting in equal annual installments over three years with 50% of such RSUs subject to time-based vesting and 50% of such RSUs subject to performance-based vesting only to the extent the Company’s annual EBITDA in such year meets or exceeds a threshold amount. The Board, upon the recommendation of its Compensation Committee, also granted awards under the Plan to each non-employee director in the amount of 14,388 RSUs. The non-employee director RSUs will vest on the first anniversary of the grant date of the awards.

Fiscal Years 2026-2028 Long-Term Incentive Plan Performance Measures and Awards

On August 21, 2025, the Board, upon recommendation of its Compensation Committee, established long term incentive plan performance measures for the three fiscal year period 2026 through 2028. The Board also approved target awards for the three year period for each of the Company’s officers and non-employee directors. The fiscal 2026-2028 performance measures are based on a combination of sales growth targets compared to the industry and return on invested capital targets. No cash awards will be made to participants if actual Company performance does not exceed the minimum target performance measures. The payments after the end of fiscal year 2028 to the following executive officers for the three year performance period, if expected target performance measures are achieved, are as follows: Mr. Larsen - $400,000, Mr. Voorhees - $190,000 and Mr. Hochberg - $190,000. The payment after the end of fiscal year 2028 to each non-employee director of the Company for said three year period, if expected target performance measures are achieved, is $35,000. Actual cash payments to participants may range from $0 to 150% above target depending on the extent to which Company performance is less than or exceeds the expected target performance measures.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

Exhibit Number						Description
16.1						Letter from Moss Adams LLP to the Securities and Exchange Commission, dated June 3, 2025
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KEY TRONIC CORPORATION(Registrant)

Date: June 5, 2025

Date: August 25, 2025

By:

/s/ Anthony G. Voorhees

Anthony G. Voorhees, Executive Vice Presidentof Administration, CFO and Treasurer

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