What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-23 · 32 added, 27 removed, 173 unchanged (25% of the section changed)

33 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 29, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and January 1, 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and statements of changes in consolidated equity for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 23, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 29, 2024 and December 31, 2023, the related consolidated statements of operations, comprehensive income, cash flows and statements of changes in consolidated equity for each of the three years in the period ended December 29, 2024, and the related notes and our report dated February 21, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

19 unchanged sentences

Rule 10b5-1 Plan Elections

During the quarterly period ended December 31, 2023, Timothy J.

Harris entered into a pre-arranged stock trading plan on November 14, 2023 , which provides for the potential sale of up to 12,650 shares of the Company’s Common Stock between February 12, 2024 and November 8, 2024.

During the quarterly period ended December 29, 2024, Robert S.

Wetherbee entered into a pre-arranged stock trading plan on December 12, 2024 , which provides for the potential sale of up to 300,000 shares of the Company’s Common Stock between March 13, 2025 and December 5, 2025 for his personal tax and estate planning purposes.

This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense criteria articulated by Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, as well as the Company’s policies and procedures pertaining to transactions in Company securities.

4 unchanged sentences

Information concerning the Audit and Risk Committee and its financial expert required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Our Corporate Governance-Board Information- Board Committees” in the 2025 Proxy Statement.

The information concerning our insider trading policies and procedures required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Insider Trading Policies and Procedures” in the 2025 Proxy Statement.

ATI has adopted Corporate Guidelines for Business Conduct and Ethics that apply to all employees including its principal executive officer or principal financial and accounting officer, or persons performing similar functions.

3 unchanged sentences

The Company intends to post on its website any waiver from or amendment to the guidelines that apply to the Company’s Principal Executive Officer or Principal Financial and Accounting Officer (or persons performing similar functions) that relate to elements of the code of ethics identified by the Securities and Exchange Commission in Item 406(b) of Regulation S-K.

Information required by this item with respect to the delinquent filing during 2024 of reports required under Section 16 of the Securities Exchange Act of 1934 is incorporated by reference to “Delinquent Section 16 Filings” as set forth in the 2025 Proxy Statement.

Executive Compensation

31 unchanged sentences

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm

Consolidated Statements of Operations — Fiscal Y ears Ended December 31, 202 3 , January 1, 202 3 , and January 2, 20 2 2

Consolidated Statements of Comprehensive Income (Loss) — Fi scal Y e ars Ended December 31, 202 3 , January 1, 202 3 and January 2, 20 2 2

Consolidated Balance Sheets at December 31, 202 3 and January 1, 202 3

Consolidated Statements of Cash Flows — Fiscal Y ears Ended December 31, 202 3 , January 1, 202 3 , and January 2, 202 2

Statements of Changes in Consolidated Equity — Fis cal Years Ended December 31, 202 3 , January 1, 202 3 , and January 2, 202 2

Consolidated Statements of Operations — Fiscal Years Ended December 29 , 202 4 , December 3 1, 2023, and January 1 , 202 3

Consolidated Statements of Comprehensive Income — Fiscal Years Ended December 29 , 202 4 , Decembe r 3 1, 2023 and January 1 , 202 3

Consolidated Balance Sheets at December 29 , 202 4 and December 3 1, 2023

Consolidated Statements of Cash Flows — Fiscal Years Ended December 29 , 202 4 , December 3 1, 2023, and January 1 , 202 3

Statements of Changes in Consolidated Equity — Fiscal Years Ended December 29 , 202 4 , December 3 1, 2023, and January 1 , 202 3

Notes to Consolidated Financial Statements

20 unchanged sentences

4.8 Form of 3.50% Convertible Senior Note due 2025 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated June 22, 2020 (File No.

4.9 Indenture, dated as of September 14 , 2021, by and between Allegheny Technologies Incorporated and Computershare Trust Company, N.

A., as successor Trustee to Wells Fargo Bank, National Association , as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated September 14, 2021 (File No.

4.9 Indenture, dated as of September 14, 2021, by and between Allegheny Technologies Incorporated and Computershare Trust Company, N.A., as successor Trustee to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated September 14, 2021 (File No.

4.10 First Supplemental Indenture, dated as of September 9, 2021, by and between Allegheny Technologies Incorporated and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated September 14, 2021 (File No.

20 unchanged sentences

10.13 Form of 2023 Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10,13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

10.14 Form of 2024 Time-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023)*

10.15 Form of 2024 Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023)*

10.16 Amended Executive Severance Benefit Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2024)*

10.17 Form of 2025 Time-Vested Restricted Stock Unit Agreement (filed herewith)*

10.18 Form of 2025 Performance-Vested Restricted Stock Unit Agreement (filed herewith)*

10.16 Executive Severance Benefit Plan (filed herewith)*

10.19 Retirement, Transition and Release Agreement, dated as of January 8, 2024, by and between the Company and Elliot S.

3 unchanged sentences

2, dated as of September 9, 2022, to First Amended and Restated Revolving Credit, Term Loan, Delayed Draw Term Loan and Security Agreement, dated as of September 30, 2019, by and among the borrowers party thereto, the Company and other guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Lender and Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.

10.20 Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 22, 2020 (File No.

18.1 Preferability Letter (filed herewith).

19.1 Insider Trading Policy (filed herewith).

21.1 Subsidiaries of the Registrant (filed herewith).

4 unchanged sentences

Section 1350 (filed herewith).

97.1 ATI Inc.

Executive Compensation Recovery Policy (filed herewith)

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.

11 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.

February 23, 2024 By /s/ Robert S.

Board Chair and Chief Executive Officer

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 as of the 23rd day of February, 2024.

/s/ Robert S.

Wetherbee /s/ Donald P.

Board Chair and Chief Executive Officer

February 21, 2025 By /s/ Kimberly A.

President and Chief Executive Officer

/s/ Kimberly A.

Fields /s/ Donald P.

President and Chief Executive Officer

(Principal Executive Officer)

Executive Vice President, Finance and Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

/s/ Robert S.

Wetherbee /s/ Michael B.

Executive Chairman

Vice President, Controller and Chief

Accounting Officer

(Principal Accounting Officer)

Ball /s/ David P.

/s/ Herbert J.

Carlisle /s/ David P.

/s/ Carolyn Corvi /s/ Marianne Kah

Carlisle /s/ Marianne Kah

/s/ Carolyn Corvi /s/ David J.

Carolyn Corvi

Diggs /s/ David J.

/s/ Kimberly A.

Fields /s/ Ruby Sharma

Brett Harvey /s/ Ruby Sharma

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