What changed in this filing

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Item 1. Financial Statements

2025-10-28 compared with 2025-07-31 · 219 added, 181 removed, 725 unchanged (36% of the section changed)

4 unchanged sentences

(Current period unaudited)

September 28,

2025 December 29,

27 unchanged sentences

authorized- 500,000,000 shares;

issued- 142,871,688 shares at June 29, 2025 and 142,871,688 shares at December 29, 2024;

outstanding- 137,832,132 shares at June 29, 2025 and 141,387,049 shares at December 29, 2024

issued- 142,871,688 shares at September 28, 2025 and 142,871,688 shares at December 29, 2024;

outstanding- 135,863,661 shares at September 28, 2025 and 141,387,049 shares at December 29, 2024

Additional paid-in capital 1,886.8 1,943.9

1 unchanged sentence

Treasury stock:

5,039,556 shares at June 29, 2025 and 1,484,639 shares at December 29, 2024

7,008,027 shares at September 28, 2025 and 1,484,639 shares at December 29, 2024

( 507.4 ) ( 82.6 )

9 unchanged sentences

Quarter ended Year-to-date period ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Sales $ 1,125.5 $ 1,051.2 $ 3,410.3 $ 3,189.4

2 unchanged sentences

Selling and administrative expenses 94.6 82.4 262.4 253.3

Restructuring credits ( 1.3 ) ( 1.9 ) ( 1.3 ) ( 1.7 )

Loss (gain) on asset sales and sales of businesses, net — ( 2.2 ) 3.9 ( 2.2 )

Restructuring (credits) charges ( 0.4 ) 0.5 ( 1.7 ) ( 1.2 )

(Gain) loss on asset sales and sales of businesses, net ( 1.3 ) ( 0.3 ) 2.6 ( 2.5 )

Operating income 162.4 142.2 470.3 400.0

14 unchanged sentences

Quarter ended Year-to-date period ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net income $ 113.6 $ 86.6 $ 318.1 $ 240.6

3 unchanged sentences

Total ( 1.6 ) 17.4 29.2 7.1

Net derivatives gain (loss) on hedge transactions ( 4.4 ) ( 0.6 ) 2.0 ( 2.4 )

Net derivatives loss on hedge transactions ( 3.3 ) ( 1.9 ) ( 1.3 ) ( 4.3 )

Reclassification to net income of net realized loss 1.8 3.7 4.4 8.0

17 unchanged sentences

Year-to-date period ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

Operating Activities:

4 unchanged sentences

Deferred taxes 36.5 56.5

Net loss (gain) from disposal of property, plant and equipment 0.2 ( 2.1 )

Loss on sales of businesses 3.7 —

Net gain from disposal of property, plant and equipment ( 10.6 ) ( 6.0 )

Net loss on sales of businesses 2.6 —

Changes in operating assets and liabilities:

13 unchanged sentences

Payments on long-term debt and finance leases ( 24.2 ) ( 21.9 )

Net payments under credit facilities — ( 4.9 )

Net borrowings (payments) under credit facilities 11.3 ( 5.1 )

Receipt of convertible note capped call — 76.1

Purchase of treasury stock ( 470.0 ) ( 190.0 )

18 unchanged sentences

Interests Total

Balance, March 31, 2024 $ 13.4 $ 1,703.1 $ ( 4.0 ) $ ( 360.1 ) $ ( 88.8 ) $ 109.6 $ 1,373.2

Balance, June 30, 2024 $ 13.4 $ 1,712.9 $ 78.4 $ ( 359.3 ) $ ( 90.2 ) $ 112.7 $ 1,467.9

Net income — — 82.7 — — 3.9 86.6

Other comprehensive loss — — — — ( 1.4 ) ( 0.6 ) ( 2.0 )

Other comprehensive income — — — — 15.6 4.0 19.6

Conversion of convertible notes 0.9 140.1 ( 233.9 ) 384.6 — — 291.7

Convertible note capped call — 76.1 — — — — 76.1

Purchase of treasury stock — — — ( 38.8 ) — — ( 38.8 )

Employee stock plans — 8.7 — 0.2 — — 8.9

Balance, September 29, 2024 $ 14.3 $ 1,937.8 $ ( 72.8 ) $ ( 13.3 ) $ ( 74.6 ) $ 120.6 $ 1,912.0

Balance, June 29, 2025 $ 14.3 $ 1,879.5 $ 262.2 $ ( 356.1 ) $ ( 56.5 ) $ 114.6 $ 1,858.0

Balance, March 30, 2025 $ 14.3 $ 1,873.8 $ 161.3 $ ( 105.0 ) $ ( 71.6 ) $ 109.5 $ 1,982.3

Net income — — 110.0 — — 3.6 113.6

Other comprehensive income — — — — 15.1 1.8 16.9

Other comprehensive income (loss) — — — — ( 2.4 ) 0.6 ( 1.8 )

Purchase of treasury stock — — — ( 151.5 ) — — ( 151.5 )

Employee stock plans — 7.3 — 0.2 — — 7.5

Balance, June 29, 2025 $ 14.3 $ 1,879.5 $ 262.2 $ ( 356.1 ) $ ( 56.5 ) $ 114.6 $ 1,858.0

Balance, September 28, 2025 $ 14.3 $ 1,886.8 $ 372.2 $ ( 507.4 ) $ ( 58.9 ) $ 118.8 $ 1,825.8

ATI Stockholders

8 unchanged sentences

Net income — — 230.7 — — 9.9 240.6

Other comprehensive loss — — — — ( 7.0 ) ( 0.8 ) ( 7.8 )

Other comprehensive income — — — — 8.6 3.2 11.8

Conversion of convertible notes 0.9 140.1 ( 233.9 ) 384.6 — — 291.7

Convertible note capped call — 76.1 — — — — 76.1

Purchase of treasury stock — — — ( 190.0 ) — — ( 190.0 )

Employee stock plans 0.2 24.5 0.5 ( 23.9 ) — — 1.3

Balance, June 30, 2024 $ 13.4 $ 1,712.9 $ 78.4 $ ( 359.3 ) $ ( 90.2 ) $ 112.7 $ 1,467.9

Balance, September 29, 2024 $ 14.3 $ 1,937.8 $ ( 72.8 ) $ ( 13.3 ) $ ( 74.6 ) $ 120.6 $ 1,912.0

Balance, December 29, 2024 $ 14.3 $ 1,943.9 $ 64.3 $ ( 82.6 ) $ ( 89.5 ) $ 104.8 $ 1,955.2

3 unchanged sentences

Employee stock plans — ( 57.1 ) 0.2 49.5 — — ( 7.4 )

Balance, June 29, 2025 $ 14.3 $ 1,879.5 $ 262.2 $ ( 356.1 ) $ ( 56.5 ) $ 114.6 $ 1,858.0

Balance, September 28, 2025 $ 14.3 $ 1,886.8 $ 372.2 $ ( 507.4 ) $ ( 58.9 ) $ 118.8 $ 1,825.8

The accompanying notes are an integral part of these statements.

16 unchanged sentences

New Accounting Pronouncements Adopted

In November 2023, the FASB issued new accounting guidance related to segment reporting disclosures.

In November 2023, the Financial Accounting Standards Board (FASB) issued new accounting guidance related to segment reporting disclosures.

This guidance requires additional disclosures on an annual and interim basis of segment information, including significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and the presentation and composition of other segment items, which is the difference between segment revenue less segment expenses and the measure of segment profit or loss.

11 unchanged sentences

This new guidance includes annual disclosure requirements that will be effective for the Company for fiscal year 2025 and must be applied on a prospective basis with retrospective application permitted.

Early adoption of this guidance is also permitted.

The Company does not expect to early adopt this guidance and does not expect these changes to have an impact on the Company’s consolidated financial statements other than disclosure requirements.

The Company does not expect these changes to have an impact on the Company’s consolidated financial statements other than disclosure requirements.

In November 2024, the FASB issued new accounting guidance related to expense disaggregation disclosures.

This guidance requires entities to disclose specified information about certain costs and expenses including (1) the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization, (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements, (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

This new guidance for annual disclosures will be effective for the Company for fiscal year 2027 and for interim disclosures will be effective for the Company for fiscal year 2028.

The guidance can be applied prospectively

or retrospectively and early adoption is permitted.

This new guidance for annual disclosures will be effective for the Company for fiscal year 2027

and for interim disclosures will be effective for the Company for fiscal year 2028.

The guidance can be applied prospectively or retrospectively and early adoption is permitted.

The Company does not expect to early adopt this guidance and does not expect these changes to have an impact on the Company’s consolidated financial statements other than disclosure requirements.

4 unchanged sentences

Revenue is disaggregated within these two business segments by diversified global markets, primary geographical markets and diversified products.

Comparative information regarding the Company’s overall revenues by global and geographical markets for the quarters and year-to-date periods ended June 29, 2025 and June 30, 2024 is included in the following tables.

Comparative information regarding the Company’s overall revenues by global and geographical markets for the quarters and year-to-date periods ended September 28, 2025 and September 29, 2024 is included in the following tables.

(in millions) Quarter ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

HPMC AA&S Total HPMC AA&S Total

6 unchanged sentences

Specialty Energy 19.4 34.5 53.9 26.3 43.6 69.9

Medical 15.4 23.5 38.9 33.0 28.7 61.7

Electronics — 48.4 48.4 — 49.1 49.1

Medical 11.8 19.1 30.9 28.6 24.5 53.1

Other Core Markets 31.2 102.0 133.2 54.9 117.2 172.1

Core End Markets 585.3 340.6 925.9 529.8 296.1 825.9

Conventional Energy 1.4 91.5 92.9 2.4 63.7 66.1

Automotive 1.7 59.6 61.3 4.6 59.2 63.8

Conventional Energy 1.1 55.7 56.8 2.4 70.2 72.6

Construction/Mining 5.3 31.5 36.8 4.9 36.9 41.8

3 unchanged sentences

(in millions) Year-to-date period ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

HPMC AA&S Total HPMC AA&S Total

6 unchanged sentences

Specialty Energy 46.5 121.4 167.9 67.0 135.6 202.6

Medical 31.2 50.1 81.3 68.9 51.9 120.8

Electronics — 131.7 131.7 3.0 139.8 142.8

Medical 43.0 69.2 112.2 97.5 76.4 173.9

Other Core Markets 89.5 322.3 411.8 167.5 351.8 519.3

7 unchanged sentences

(in millions) Quarter ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

HPMC AA&S Total HPMC AA&S Total

7 unchanged sentences

(in millions) Year-to-date period ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

HPMC AA&S Total HPMC AA&S Total

9 unchanged sentences

Quarter ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

HPMC AA&S Total HPMC AA&S Total

7 unchanged sentences

Year-to-date period ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

HPMC AA&S Total HPMC AA&S Total

6 unchanged sentences

Total 100 % 100 % 100 % 100 % 100 % 100 %

The Company maintained a backlog of confirmed orders totaling $ 3.7 billion and $ 4.1 billion at June 29, 2025 and June 30, 2024, respectively.

Due to the structure of the Company’s long-term agreements, approximately 70 % of this backlog at June 29, 2025 represented booked orders with performance obligations that will be satisfied within the next 12 months.

The Company maintained a backlog of confirmed orders totaling $ 3.6 billion and $ 3.9 billion at September 28, 2025 and September 29, 2024, respectively.

Due to the structure of the Company’s long-term agreements, approximately 70 % of this backlog at September 28, 2025 represented booked orders with performance obligations that will be satisfied within the next 12 months.

The backlog does not reflect any elements of variable consideration.

Contract balances

As of June 29, 2025 and December 29, 2024, accounts receivable from customers were $ 791.3 million and $ 724.2 million, respectively.

The following represents the rollforward of accounts receivable - reserve for doubtful accounts and contract assets and liabilities for the year-to-date periods ended June 29, 2025 and June 30, 2024:

As of September 28, 2025 and December 29, 2024, accounts receivable from customers were $ 714.6 million and $ 724.2 million, respectively.

The following represents the rollforward of accounts receivable - reserve for doubtful accounts and contract assets and liabilities for the year-to-date periods ended September 28, 2025 and September 29, 2024:

(in millions)

Accounts Receivable - Reserve for Doubtful Accounts June 29,

2025 June 30,

Accounts Receivable - Reserve for Doubtful Accounts September 28,

2025 September 29,

Balance as of beginning of year $ 15.0 $ 3.2

4 unchanged sentences

Contract Assets

Short-term June 29,

2025 June 30,

Short-term September 28,

2025 September 29,

Balance as of beginning of year $ 75.6 $ 59.1

4 unchanged sentences

Contract Liabilities

Short-term June 29,

2025 June 30,

Short-term September 28,

2025 September 29,

Balance as of beginning of year $ 169.4 $ 163.6

5 unchanged sentences

Balance as of period end $ 159.2 $ 146.5

Long-term (a) June 29,

2025 June 30,

Long-term (a) September 28,

2025 September 29,

Balance as of beginning of year $ 45.3 $ 39.4

5 unchanged sentences

(a) Long-term contract liabilities are included in other long-term liabilities on the consolidated balance sheets.

Contract costs for obtaining and fulfilling a contract were $ 13.9 million and $ 12.0 million as of June 29, 2025 and December 29, 2024, respectively, and are reported in other long-term assets on the consolidated balance sheet.

Contract cost amortization expense for the quarter and year-to-date period ended June 29, 2025 was $ 0.7 million and $ 0.9 million, respectively.

Contract cost amortization expense for the quarter and year-to-date period ended June 30, 2024 was $ 0.3 million and $ 0.6 million, respectively.

Inventories at June 29, 2025 and December 29, 2024 were as follows (in millions):

Contract costs for obtaining and fulfilling a contract were $ 14.2 million and $ 12.0 million as of September 28, 2025 and December 29, 2024, respectively, and are reported in other long-term assets on the consolidated balance sheet.

Contract cost amortization expense for the quarter and year-to-date period ended September 28, 2025 was $ 0.3 million and $ 1.2 million, respectively.

Contract cost amortization expense for the quarter and year-to-date period ended September 29, 2024 was $ 0.2 million and $ 0.8 million, respectively.

Inventories at September 28, 2025 and December 29, 2024 were as follows (in millions):

September 28,

2025 December 29,

7 unchanged sentences

Property, Plant and Equipment

Property, plant and equipment at June 29, 2025 and December 29, 2024 was as follows (in millions):

Property, plant and equipment at September 28, 2025 and December 29, 2024 was as follows (in millions):

September 28,

2025 December 29,

5 unchanged sentences

Total property, plant and equipment, net $ 1,853.2 $ 1,776.9

The construction in progress portion of property, plant and equipment at June 29, 2025 was $ 260.0 million.

Capital expenditures on the consolidated statement of cash flows for the year-to-date periods ended June 29, 2025 and June 30, 2024 exclude $ 15.6 million and $ 26.0 million, respectively, of accrued capital expenditures that were included in property, plant and equipment at June 29, 2025 and June 30, 2024, respectively.

The construction in progress portion of property, plant and equipment at September 28, 2025 was $ 295.1 million.

Capital expenditures on the consolidated statement of cash flows for the year-to-date periods ended September 28, 2025 and September 29, 2024 exclude $ 15.6 million and $ 28.3 million, respectively, of accrued capital expenditures that were included in property, plant and equipment at September 28, 2025 and September 29, 2024, respectively.

During the third quarter of 2025, the Company completed the sale of its East Hartford, CT operations, an immaterial, non-core operation that was part of the Forged Products business unit, for $ 20.5 million.

With $ 2.0 million of goodwill allocated to this operation from ATI’s Forged Products reporting unit, the Company recognized a $ 1.1 million gain on the sale of this operation which is reported in gain/loss on asset sales and sale of business, net, on the consolidated statement of operations for the quarter and year-to-date period ended September 28, 2025, and is excluded from segment results.

The Company received proceeds, net of transaction costs and net working capital adjustments, of $ 18.1 million in the third quarter of 2025, which is reported as an investing activity on the consolidated statements of cash flows, and expects to receive an additional $ 1.5 million cash consideration on the sale of this operation by the end of fiscal year 2025.

In fiscal year 2024, this operation had external sales of approximately $ 37.0 million and income before tax of approximately $ 2.9 million.

During the first quarter of 2025, the Company completed the sale of certain immaterial, non-core operations in Birmingham, UK and Dusseldorf, Germany, which were part of our European business in the HPMC Segment.

A $ 3.7 million loss on sale of these operations is reported in loss on asset sales and sales of businesses, net, on the consolidated statement of operations for the year-to-date period ended June 29, 2025, and is excluded from segment results.

The Company received proceeds, net of transaction costs, of $ 2.0 million in the first half of 2025, which is reported as an investing activity on the consolidated statement of cash flows.

The Company will receive additional proceeds of approximately $ 8.1 million over the next 12 months for this sale, which is reported as an other receivable in prepaid expenses and other current assets on the consolidated balance sheet at June 29, 2025.

A $ 3.7 million loss on sale of these operations is reported in gain/loss on asset sales and sales of businesses, net, on the consolidated statement of operations for the year-to-date period ended September 28, 2025, and is excluded from segment results.

The Company received proceeds, net of transaction costs, of $ 3.1 million during the year-to-date period ended September 28, 2025, which is reported as an investing activity on the consolidated statement of cash flows.

The Company will receive additional proceeds of approximately $ 6.7 million over the next 12 months for this sale, which is reported as an other receivable in prepaid expenses and other current assets on the consolidated balance sheet at September 28, 2025.

In fiscal year 2024, these operations had external sales of approximately $ 39.1 million and income before tax of approximately $ 2.4 million.

6 unchanged sentences

STAL is part of ATI’s AA&S segment and manufactures Precision Rolled Strip (PRS) stainless products mainly for the electronics and automotive markets located in Asia.

Cash and cash equivalents held by STAL as of June 29, 2025 were $ 86.7 million.

Next Gen Alloys LLC:

The Company has a 51 % interest in Next Gen Alloys LLC, a joint venture with GE Aviation for the development of a new meltless titanium alloy powder manufacturing technology;

however, there is no ongoing development.

Next Gen Alloys LLC funds its development activities through the sale of shares to the two joint venture partners.

Cash and cash equivalents held by this joint venture as of June 29, 2025 were $ 1.0 million.

Cash and cash equivalents held by STAL as of September 28, 2025 were $ 99.1 million.

Supplemental Financial Statement Information

Other income (expense), net for the quarters and year-to-date periods ended June 29, 2025 and June 30, 2024 was as follows:

Other income (expense), net for the quarters and year-to-date periods ended September 28, 2025 and September 29, 2024 was as follows:

(in millions) Quarter ended Year-to-date period ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Rent and royalty income $ 1.7 $ 0.7 $ 5.0 $ 2.3

Gains from disposal of property, plant and equipment, net 10.5 3.7 10.5 3.7

Other — — — ( 0.8 )

Total other income, net $ 12.2 $ 4.4 $ 15.5 $ 5.2

Gains from disposal of property, plant and equipment, net include $ 10.5 million and $ 3.7 million for the quarter and year-to-date periods ended September 28, 2025 and September 29, 2024, respectively, on the sale of certain oil and gas rights.

These cash gains are reported as an investing activity on the consolidated statement of cash flow for the year-to-date period ended September 29, 2024.

Restructuring

Restructuring charges were a credit for both the quarter and year-to-date period ended June 29, 2025 of $ 1.3 million for a reduction in severance-related reserves for approximately 40 employees for a previous restructuring in the AA&S segment.

Restructuring charges were a credit for the quarter and year-to-date period ended June 30, 2024 of $ 1.9 million and $ 1.7 million, respectively, primarily for a reduction in severance-related reserves for approximately 80 employees based on changes in planned operating rates and revised workforce reduction estimates, which included the ongoing restructuring for the

Company’s European operations.

Restructuring charges were a credit of $ 0.4 million for the quarter ended September 28, 2025 and represent a reduction in severance-related reserves for the Company’s European restructuring.

Restructuring charges were a credit of $ 1.7 million for the year-to-date period ended September 28, 2025, primarily for a reduction in severance-related reserves for approximately 40 employees for a previous restructuring in the AA&S segment.

Restructuring charges were $ 0.5 million for the quarter ended September 29, 2024 and represent severance for the involuntary reduction of several domestic employees.

Restructuring charges were a credit of $ 1.2 million for the year-to-date period ended September 29, 2024, primarily for a reduction in severance-related reserves for approximately 80 employees based on revised workforce reduction estimates, which included the restructuring for the Company’s European operations.

These amounts are presented as restructuring charges/credits in the consolidated statements of operations and are excluded from segment results.

6 unchanged sentences

Payments ( 5.6 )

Balance at June 29, 2025 $ 3.1

During the year-to-date period ended June 29, 2025, the Company de-recognized $ 0.5 million of restructuring reserves in connection with the sale of non-core operations in Birmingham, UK and Dusseldorf, Germany (see Note 5 for further explanation).

The $ 3.1 million restructuring reserve balance at June 29, 2025 is recorded in other current liabilities on the consolidated balance sheet.

Balance at September 28, 2025 $ 1.2

During the year-to-date period ended September 28, 2025, the Company derecognized $ 0.5 million of restructuring reserves in connection with the sale of non-core operations in Birmingham, UK and Dusseldorf, Germany (see Note 5 for further explanation).

The $ 1.2 million restructuring reserve balance at September 28, 2025 is recorded in other current liabilities on the consolidated balance sheet.

Supplier Financing

1 unchanged sentence

Under such programs, these financial institutions provide early payment to suppliers at their request for invoices that ATI has confirmed as valid at a predetermined discount rate commensurate with the creditworthiness of ATI.

As of June 29, 2025 and December 29, 2024, the Company had $ 61.5 million and $ 34.8 million, respectively, reported in accounts payable on the consolidated balance sheets under such programs.

As of September 28, 2025 and December 29, 2024, the Company had $ 42.1 million and $ 34.8 million, respectively, reported in accounts payable on the consolidated balance sheets under such programs.

Accounts Receivable Securitization

On September 19, 2025, ATI Specialty Materials, LLC (“Specialty Materials”) and its indirect wholly owned subsidiary, ATI Securitization LLC (“ATI Securitization”) entered into a three-year , $ 125.0 million Receivables Purchase and Financing Agreement (the “Receivables Facility”) with PNC Bank, National Association, as Administrative Agent, and certain Purchasers/Lenders party thereto.

Under the Receivables Facility, Specialty Materials sells or contributes, on an ongoing basis, certain of its trade accounts receivable, together with related security and interests in the proceeds thereof, to its wholly owned

subsidiary, ATI Securitization Holdings LLC (ATI Holdings).

ATI Holdings subsequently sells or contributes those receivable and related security and interests to ATI Securitization, its wholly owned subsidiary, which is a consolidated bankruptcy-remote special purpose entity created for the sole purpose of transacting under the Receivables Facility.

ATI Securitization may borrow from, and/or sell receivables under the Receivables Facility at fair value and will secure its obligations with a pledge of undivided interests in such receivables, together with related security and interest in the proceeds thereof.

In all instances, Specialty Materials retains the servicing of the accounts receivable transferred, which includes collection and administrative activities.

ATI has agreed to guarantee the performance of Specialty Materials obligations under the Receivables Facility.

The maximum aggregate funding available under the Receivables Facility is $ 125.0 million at any one time, subject to the availability of eligible receivables and other customary factors and conditions as well as covenants as set forth in the Receivables Facility.

Amounts outstanding under the Receivables Facility accrue interest at an adjusted SOFR plus the applicable margin.

The Receivables Facility also requires the maintenance of a minimum utilization level equal to 50 % of the facility amount.

ATI Securitization is a separate legal entity with its own creditors.

In the event of a liquidation of ATI Securitization, its creditors would be entitled to be satisfied out of the assets of ATI Securitization prior to any assets or value becoming available to creditors or equity holders for other ATI entities.

The assets of ATI Securitization, including any funds of ATI Securitization that may be commingled with funds of any of its affiliates for purposes of cash management and related efficiencies, are not available to pay creditors of ATI or any affiliate thereof, except to the extent collections of receivables are in excess of the amounts owed by ATI Securitization under the Receivables Facility.

Sales of accounts receivable under the Receivables Facility meet the sale criteria under ASC 860, Transfers and Servicing (“ASC 860”) , and are derecognized from the consolidated balance sheet.

Cash receipts, received at the time of the sale of receivables under the Receivables Facility, are classified as cash flow from operating activities in the consolidated statement of cash flows.

As the Company retains the servicing rights of the receivables sold, the Company assessed the associated servicing liability under ASC 860 and determined that the liability is immaterial to the Company’s financial statements.

For the three and nine months ended September 28, 2025, ATI Securitization sold $ 80.0 million of accounts receivable in exchange for $ 80.0 million of cash.

The Company recorded a $ 0.9 million charge associated with the sale of the accounts receivable within selling and administrative expenses on its consolidated statement of operations.

As of September 28, 2025, $ 80.0 million of the sold accounts receivable remained outstanding, which represents our maximum potential exposure under the guarantee.

There were no borrowings during the three and nine months ended September 28, 2025 under the Receivable Facility.

Sale of Receivables Program

During the fourth quarter of 2024, the Company entered into an accounts receivables purchase agreement (Receivables Purchase Agreement) with a third-party financial institution to periodically sell certain accounts receivables at a discount.

These accounts receivable sales are accounted for as a sale of assets under ASC 860, Transfers and Servicing, as the Company’s continuing involvement is limited to servicing the accounts receivable, collecting the payments for the underlying accounts receivables and remitting such collections to the financial institution.

These accounts receivable sales are accounted for as a sale of assets under ASC 860, Transfers and Servicing, as the Company’s continuing involvement is limited to servicing the accounts receivable, collecting the payments for the underlying accounts receivable and remitting such collections to the financial institution.

The financial institution is responsible for any credit risk associated with the sold accounts receivable.

The Company receives the purchase price, equal to the accounts receivable less the discount, at the time of the sale.

The Company sold $ 39.4 million and $ 68.2 million of its receivables under this program during the quarter and year-to-date periods ended June 29, 2025, respectively, resulting in de-recognition of the receivables from the Company’s consolidated balance sheet.

The Company had no amounts collected on behalf of the financial institution under the Receivables Purchase Agreement at June 29, 2025.

The losses associated with these transactions of $ 0.3 million and $ 0.5 million are reflected in the Company’s consolidated statement of operations for the quarter and year-to-date periods ended June 29, 2025, respectively, and are excluded from segment results.

The cash received on these sales of accounts receivable during the year-to-date period ended June 29, 2025 is presented in changes in receivables within operating activities in the consolidated statement of cash flows.

The Company sold $ 26.0 million and $ 94.2 million of its receivables under this program during the quarter and year-to-date periods ended September 28, 2025, respectively, resulting in de-recognition of the receivables from the Company’s consolidated balance sheet.

The Company had no amounts collected on behalf of the financial institution under the Receivables Purchase Agreement at September 28, 2025.

The losses associated with these transactions of $ 0.2 million and $ 0.7 million are reflected in the Company’s consolidated statement of operations for the quarter and year-to-date periods ended September 28, 2025, respectively, and are excluded from segment results.

The cash received on these sales of accounts receivable during the year-to-date period ended September 28, 2025 is presented in changes in receivables within operating activities in the consolidated statement of cash flows.

Other Customer Receivable Sales

In the second quarter and year-to-date period ended June 29, 2025, the Company sold $ 91.5 million and $ 164.1 million, respectively, of certain customers’ accounts receivable through programs established by those customers with third-party financial institutions.

In the second quarter and year-to-date period ended June 30, 2024, the Company sold $ 74.3 million and $ 142.3 million, respectively, of certain customers’ accounts receivable through programs established by those customers with third-party financial institutions.

These customers have extended payment terms and provide the programs to enable suppliers to receive more timely payments.

In the third quarter and year-to-date period ended September 28, 2025, the Company sold $ 107.0 million and $ 271.1 million, respectively, of certain customers’ accounts receivable through programs established by those customers with third-party financial institutions.

In the third quarter and year-to-date period ended September 29, 2024, the Company sold $ 69.8 million and $ 212.1 million, respectively, of certain customers’ accounts receivable through programs established by those customers with third-party financial institutions.

These customers have extended payment terms and provide the programs to enable

suppliers to receive more timely payments.

The Company has no continuing involvement with the receivables sold under these programs, including no servicing requirement.

The proceeds from these transactions are presented in changes in receivables within operating activities in the consolidated statement of cash flows.

The losses associated with these transactions of $ 1.3 million and $ 2.7 million for the quarter and year-to-date periods ended June 29, 2025, respectively, and $ 1.3 million and $ 2.9 million for the quarter and year-to-date periods ended June 30, 2024, respectively, are reflected in the Company’s consolidated statements of operations and are excluded from segment results.

Debt at June 29, 2025 and December 29, 2024 was as follows (in millions):

The proceeds from these transactions are presented as changes in receivables within operating activities in the consolidated statement of cash flows.

The losses associated with these transactions of $ 1.4 million and $ 4.1 million for the quarter and year-to-date periods ended September 28, 2025, respectively, and $ 1.4 million and $ 4.3 million for the quarter and year-to-date periods ended September 29, 2024, respectively, are reflected in the Company’s consolidated statements of operations and are excluded from segment results.

Debt at September 28, 2025 and December 29, 2024 was as follows (in millions):

September 28,

2025 December 29,

16 unchanged sentences

On June 13, 2025, the Company amended its Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of the Company’s operations.

As amended, the ABL facility also provides the Company with the option of including certain machinery and equipment as additional collateral for purposes of determining availability under the facility.

This amendment extended the ABL facility through June 2030.

3 unchanged sentences

In addition, the Company has the right to request an increase of up to $ 300 million in the maximum amount available under the revolving credit facility for the duration of the ABL.

The ABL, as amended, has applicable interest rates that are consistent with the previous facility, using SOFR plus an applicable SOFR adjustment.

As amended, the applicable interest rate for revolving credit borrowings under the ABL facility includes interest rate spreads based on available borrowing capacity that range between 1.25 % and 1.75 % for SOFR-based borrowings and between 0.25 % and 0.75 % for base rate borrowings.

The ABL facility also provides the Company with the option of including certain machinery and equipment as additional collateral for purposes of determining availability under the facility.

The applicable interest rate for revolving credit borrowings under the ABL facility includes interest rate spreads based on available borrowing capacity that range between 1.25 % and 1.75 % for SOFR-based borrowings and between 0.25 % and 0.75 % for base rate borrowings.

The ABL facility contains a financial covenant whereby the Company must maintain a fixed charge coverage ratio of not less than 1.00 :

1.00 after an event of default has occurred and is continuing or if the undrawn availability under the ABL revolving credit portion of the facility is less than the greater of (i) 10 % of the then applicable maximum loan amount under the revolving credit portion of the ABL and the outstanding Term Loan balance, or (ii) $ 60.0 million.

The Company was in compliance with the fixed charge coverage ratio as of June 29, 2025.

The Company was in compliance with the fixed charge coverage ratio as of September 28, 2025.

Additionally, the Company must demonstrate minimum liquidity specified by the facility during the 90 -day period immediately preceding the stated maturity date of its 6.95 % Debentures due 2025 issued by the Company’s wholly owned subsidiary, Allegheny Ludlum LLC, the 5.875% Senior Notes due 2027 and the 4.875% Notes due 2029.

Costs associated with entering into the ABL amendment were $ 2.8 million, and are being amortized to interest expense over the extended term of the facility ending June 2030, along with $ 1.9 million of unamortized deferred costs previously recorded for the ABL.

The ABL, as amended, also contains customary affirmative and negative covenants for credit facilities of this type, including limitations on the Company’s ability to incur additional indebtedness or liens or to enter into investments, mergers and acquisitions, dispositions of assets and transactions with affiliates, some of which are more restrictive at any time during the term of the ABL when the Company’s fixed charge coverage ratio is less than 1.00 :

Costs associated with entering into the June 2025 ABL amendment were $ 2.8 million, and are being amortized to interest expense over the extended term of the facility ending June 2030, along with $ 1.9 million of unamortized deferred costs previously recorded for the ABL.

The ABL, as amended, also contains customary affirmative and negative covenants for credit facilities of this type, including limitations on the Company’s

ability to incur additional indebtedness or liens or to enter into investments, mergers and acquisitions, dispositions of assets and transactions with affiliates, some of which are more restrictive at any time during the term of the ABL when the Company’s fixed charge coverage ratio is less than 1.00 :

1.00 and its undrawn availability under the revolving portion of the ABL is less than the greater of (a) $ 120 million or (b) 20 % of the sum of the maximum loan amount under the revolving credit portion of the ABL and the outstanding Term Loan balance.

As of June 29, 2025, there were no outstanding borrowings under the revolving portion of the ABL facility, and $ 29.4 million was utilized to support the issuance of letters of credit.

There were no revolving credit borrowings under the ABL facility during the year-to-date periods ended June 29, 2025 or June 30, 2024.

The Company also has foreign credit facilities, primarily in China, that total $ 72 million based on June 29, 2025 foreign exchange rates, none of which was drawn as of June 29, 2025 or December 29, 2024.

As of September 28, 2025, there were no outstanding borrowings under the revolving portion of the ABL facility, and $ 29.4 million was utilized to support the issuance of letters of credit.

There were average revolving credit borrowings of $ 3.5 million bearing an average annual interest rate of 6.5 % under the ABL facility for the year-to-date period ended September 28, 2025.

There were no revolving credit borrowings under the ABL facility during the year-to-date period ended September 29, 2024.

The Company also has foreign credit facilities, primarily in China, that total $ 72.1 million based on September 28, 2025 foreign exchange rates, $ 11.4 million of which was drawn as of September 28, 2025.

There were no amounts drawn under foreign credit facilities as of December 29, 2024.

Derivative Financial Instruments and Hedging

4 unchanged sentences

The majority of ATI’s products are sold under contractual arrangements that include raw material surcharges and index mechanisms.

However, as of June 29, 2025, the Company had entered into financial hedging arrangements, primarily at the request of its customers related to firm orders, for an aggregate notional amount of approximately 4 million pounds of nickel with hedge dates through 2027.

However, as of September 28, 2025, the Company had entered into financial hedging arrangements, primarily at the request of its customers related to firm orders, for an aggregate notional amount of approximately 1 million pounds of nickel with hedge dates through 2027.

The aggregate notional amount hedged is approximately 2 % of a single year’s estimated nickel raw material purchase requirements.

1 unchanged sentence

Any gain or loss associated with these hedging arrangements is included in sales or cost of sales, depending on whether the underlying risk being hedged is the variable selling price or the variable raw material cost, respectively.

At June 29, 2025, the outstanding financial derivatives used to hedge the Company’s exposure to energy cost volatility consisted of natural gas cost hedges.

At June 29, 2025, the Company hedged approximately 65 % of its forecasted domestic requirements for natural gas for the remainder of 2025 and approximately 35 % for 2026.

At September 28, 2025, the outstanding financial derivatives used to hedge the Company’s exposure to energy cost volatility consisted of natural gas cost hedges.

At September 28, 2025, the Company hedged approximately 60 % of its forecasted domestic requirements for natural gas for the remainder of 2025 and approximately 35 % for 2026.

While most of the Company’s direct export sales are transacted in U.S.

3 unchanged sentences

In addition, the Company may also hedge forecasted capital expenditures and designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions.

At June 29, 2025, the Company had no material outstanding foreign currency forward contracts.

At September 28, 2025, the Company had no material outstanding foreign currency forward contracts.

The Company may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt.

There were no outstanding derivative interest rate contracts at June 29, 2025.

There were no outstanding derivative interest rate contracts at September 28, 2025.

There are no credit risk-related contingent features in the Company’s derivative contracts, and the contracts contain no provisions under which the Company has posted, or would be required to post, collateral.

6 unchanged sentences

Asset derivatives

Balance sheet location June 29,

Balance sheet location September 28,

2025 December 29,

1 unchanged sentence

Natural gas contracts Prepaid expenses and other current assets $ 0.4 $ 0.8

Nickel and other raw material contracts Prepaid expenses and other current assets 0.1 —

Foreign exchange contracts Prepaid expenses and other current assets 0.1 0.2

Nickel and other raw material contracts Other assets 0.1 —

Natural gas contracts Other assets 0.2 0.9

4 unchanged sentences

Natural gas contracts Other current liabilities 0.7 1.7

Foreign exchange contracts Other current liabilities 0.1 —

Natural gas contracts Other long-term liabilities — 0.1

3 unchanged sentences

For derivative financial instruments that are designated as fair value hedges, changes in the fair value of these derivatives are recognized in current period results.

There were no outstanding fair value hedges as of June 29, 2025.

There were no outstanding fair value hedges as of September 28, 2025.

The cash flow impact for all derivative financial instruments is reported in cash flows provided by operating activities on the consolidated statement of cash flows.

1 unchanged sentence

The effects of derivative instruments in the tables below are presented net of related income taxes, excluding any impacts of changes to income tax valuation allowances affecting results of operations or other comprehensive income, when applicable (see Note 15 for further explanation).

Assuming market prices remain constant with those at June 29, 2025, a pre-tax loss of $ 0.2 million is expected to be recognized over the next 12 months.

Activity for derivatives designated as cash flow hedges for the quarters and year-to-date periods ended June 29, 2025 and June 30, 2024 was as follows (in millions):

Assuming market prices remain constant with those at September 28, 2025, a pre-tax loss of $ 1.1 million is expected to be recognized over the next 12 months.

Activity for derivatives designated as cash flow hedges for the quarters and year-to-date periods ended September 28, 2025 and September 29, 2024 was as follows (in millions):

Amount of Gain (Loss)

5 unchanged sentences

Quarter ended Quarter ended

Derivatives in Cash Flow Hedging Relationships June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Derivatives in Cash Flow Hedging Relationships September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Nickel and other raw material contracts $ — $ ( 0.2 ) $ ( 1.1 ) $ ( 1.4 )

21 unchanged sentences

The Company may also use derivative instruments that are not designated as hedges to protect the Company’s results from certain fluctuations in foreign exchange rates, as well as to offset a portion of the foreign currency gains and losses generated by the remeasurement of certain assets and liabilities denominated in non-functional currencies.

Changes in the fair value of these foreign exchange contract derivatives not designated as hedging instruments are recorded in cost of sales or selling, general and administrative expenses on the consolidated statement of operations, and the Company recognized $ 1.1 million and $ 2.9 million of income, net, for settled foreign currency forward contracts that were not designated as hedges during the second quarter and year-to-date period ended June 29, 2025, respectively, and $ 0.5 million of expense during the second quarter and year-to-date period ended June 30, 2024, which offset foreign currency gains/losses in the relevant currency.

We have no significant outstanding hedges that are not designated as of June 29, 2025.

Changes in the fair value of these foreign exchange contract derivatives not designated as hedging instruments are recorded in cost of sales or selling, general and administrative expenses on the consolidated statement of operations, and the Company recognized $ 0.6 million of expense and $ 2.3 million of income, net, for settled foreign currency forward contracts that were not designated as hedges during the third quarter and year-to-date period ended September 28, 2025, respectively, and $ 1.0 million and $ 0.5 million of income, net, during the third quarter and year-to-date period ended September 29, 2024, which offset foreign currency gains/losses in the relevant currency.

We have no significant outstanding hedges that are not designated as of September 28, 2025.

Fair Value of Financial Instruments

The estimated fair value of financial instruments at June 29, 2025 was as follows:

The estimated fair value of financial instruments at September 28, 2025 was as follows:

Fair Value Measurements at Reporting Date Using

20 unchanged sentences

Debt (a) 1,909.5 1,889.7 1,580.2 309.5

(a) The total carrying amount for debt for both periods exclude debt issuance costs related to the recognized debt liability which is presented in the consolidated balance sheet as a direct reduction from the carrying amount of the debt liability.

(a) The total carrying amount for debt for both periods excludes debt issuance costs related to the recognized debt liability which is presented in the consolidated balance sheet as a direct reduction from the carrying amount of the debt liability.

In accordance with accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

29 unchanged sentences

Following is certain financial information with respect to the Company’s business segments for the periods indicated (in millions):

Quarter ended June 29, 2025 Quarter ended June 30, 2024

Quarter ended September 28, 2025 Quarter ended September 29, 2024

HPMC AA&S Total HPMC AA&S Total

11 unchanged sentences

Corporate expenses ( 15.6 ) ( 13.4 )

Closed operations and other income (expenses) 2.4 0.7

Closed operations and other income 4.5 2.3

Depreciation & amortization ( 42.6 ) ( 38.5 )

1 unchanged sentence

Restructuring and other charges ( 12.9 ) ( 4.3 )

Loss on sales of businesses, net — —

Gain on sales of businesses 1.1 —

Income before taxes $ 144.6 $ 114.9

Year-to-date period ended

June 29, 2025 Year-to-date period ended

June 30, 2024

September 28, 2025 Year-to-date period ended

September 29, 2024

HPMC AA&S Total HPMC AA&S Total

11 unchanged sentences

Corporate expenses ( 48.4 ) ( 49.9 )

Closed operations and other income (expenses) — ( 0.6 )

Closed operations and other income 4.5 1.7

Depreciation & amortization ( 125.0 ) ( 112.4 )

9 unchanged sentences

General & administrative expenses consist of non-manufacturing payroll and benefits, office expenses, professional service and legal expenses, occupancy expenses including rent and lease expense, and travel expense.

Total international sales for the second quarter and year-to-date periods ended June 29, 2025 were $ 490.0 million and $ 990.6 million, respectively, and $ 456.8 million and $ 928.1 million for the second quarter and year-to-date period ended June 30, 2024, respectively.

Total international sales for the quarter and year-to-date period ended September 28, 2025 were $ 445.3 million and $ 1,435.9 million, respectively, and $ 425.7 million and $ 1,353.8 million for the quarter and year-to-date period ended September 29, 2024, respectively.

Of these amounts, sales by operations in the U.S.

to customers in other countries for the second quarter and year-to-date period ended June 29, 2025 were $ 393.4 million and $ 808.3 million, respectively, and $ 355.3 million and $ 716.6 million for the second quarter and year-to-date period ended June 30, 2024, respectively.

Restructuring and other charges of $ 7.4 million for the quarter ended June 29, 2025 include $ 7.1 million of start-up and transaction related costs, which are included within cost of sales on the consolidated statements of operations and $ 1.6 million of losses on the sale of accounts receivable, which are included within selling and administrative expenses on the consolidated statements of operations.

These charges were partially offset by credits of $ 1.3 million due to a reduction in severance-related reserves for a previous restructuring in the AA&S segment (see Note 7).

Restructuring and other charges of $ 13.0 million for the year-to-date period ended June 29, 2025 include $ 11.1 million of start-up and transaction related costs, which are included within cost of sales on the consolidated statements of operations and $ 3.2 million of losses on the sale of accounts receivable, which are included within selling and administrative expenses on the consolidated statements of operations.

These charges were partially offset by credits of $ 1.3 million due to a reduction in severance-related reserves for a previous restructuring in the AA&S segment (see Note 7).

Restructuring and other charges of $ 5.4 million for the quarter ended June 30, 2024 include $ 5.5 million of inventory write-downs related to the Company’s European restructuring and $ 1.8 million of start-up costs, both of which are included within cost of sales on the consolidated statements of operations.

These charges were partially offset by credits of $ 1.9 million primarily due to a reduction in severance-related reserves (see Note 7).

Restructuring and other charges of $ 8.5 million for the year-to-date period ended June 30, 2024 include $ 5.5 million of inventory write-downs related to the Company’s European

restructuring and $ 4.7 million of start-up costs, both of which are included within cost of sales on the consolidated statements of operations.

These charges were partially offset by credits of $ 1.7 million primarily due to a reduction in severance-related reserves (see Note 7).

to customers in other countries for the third quarter and year-to-date period ended September 28, 2025 were $ 348.6 million and $ 1,156.9 million, respectively, and $ 333.5 million and $ 1,050.1 million for the third quarter and year-to-date period ended September 29, 2024, respectively.

Restructuring and other charges of $ 12.9 million for the quarter ended September 28, 2025 include $ 7.2 million of start-up and transaction-related costs, which are primarily included within cost of sales on the consolidated statements of operations, and $ 3.6 million of transformation-related costs and $ 2.5 million of losses on the sale of accounts receivable, which are included within selling and administrative expenses on the consolidated statements of operations.

These charges were partially offset by credits of $ 0.4 million due to a reduction in severance-related reserves for our European restructuring (see Note 7).

Restructuring and other charges of $ 25.9 million for the year-to-date period ended September 28, 2025 include $ 17.2 million of start-up and transaction-related costs, which are primarily included within cost of sales on the consolidated statements of operations, and $ 4.7 million of transformation-related costs and $ 5.7 million of losses on the sale of accounts receivable, which are included within selling and administrative expenses on the consolidated statements of operations.

These charges were partially offset by credits of $ 1.7 million primarily due to a reduction in severance-related reserves for a previous restructuring in the AA&S segment (see Note 7).

Restructuring and other charges of $ 4.3 million for the quarter ended September 29, 2024 include $ 2.5 million of start-up costs, partially offset by a $ 0.4 million credit for adjustments to inventory reserves related to the Company’s European restructuring, both of which are included within cost of sales on the consolidated statements of operations.

These charges also include $ 1.7 million of transaction costs, which are included within selling and administrative expenses on the consolidated statements of

operations, and restructuring charges of $ 0.5 million (see Note 7).

Restructuring and other charges of $ 12.8 million for the year-to-date period ended September 29, 2024 include $ 7.2 million of start-up costs and $ 5.1 million of inventory write-downs related to the Company’s European restructuring, both of which are included within cost of sales on the consolidated statements of operations.

These charges also include $ 1.7 million of transaction costs, which are included within selling and administrative expenses on the consolidated statements of operations, and restructuring credits of $ 1.2 million primarily for revised workforce reduction estimates (see Note 7).

Certain additional information regarding the Company’s business segments is presented below:

Quarter ended Year-to-date period ended

(In millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

(In millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Depreciation and amortization:

9 unchanged sentences

Identifiable assets:

June 29, 2025 December 29, 2024

September 28, 2025 December 29, 2024

High Performance Materials & Components $ 2,340.4 $ 2,225.9

3 unchanged sentences

Total assets $ 5,002.7 $ 5,230.6

($ in millions) June 29, 2025 Percent

($ in millions) September 28, 2025 Percent

of total December 29, 2024 Percent

14 unchanged sentences

All defined benefit pension and retiree health care plans are closed to new entrants.

For the quarters ended June 29, 2025 and June 30, 2024, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following (in millions):

For the quarters ended September 28, 2025 and September 29, 2024, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following (in millions):

Pension Benefits Other Postretirement Benefits

Quarter ended Quarter ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Service cost - benefits earned during the year $ 1.3 $ 1.5 $ 0.1 $ 0.2

4 unchanged sentences

Total retirement benefit expense $ 1.8 $ 1.6 $ 3.5 $ 3.8

For the year-to-date periods ended June 29, 2025 and June 30, 2024, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following (in millions):

For the year-to-date periods ended September 28, 2025 and September 29, 2024, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following (in millions):

Pension Benefits Other Postretirement Benefits

Year-to-date period ended Year-to-date period ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Service cost - benefits earned during the year $ 4.0 $ 4.4 $ 0.3 $ 0.4

4 unchanged sentences

Total retirement benefit expense $ 5.4 $ 4.6 $ 10.8 $ 11.3

For the quarter and year-to-date period ended June 29, 2025, the Company’s effective tax rate was 22.0 % and 19.7 %, respectively, resulting in an income tax provision of $ 29.3 million and $ 50.3 million, respectively.

For the quarter and year-to-date periods ended June 30, 2024, the Company’s effective tax rate was 22.8 % and 21.5 %, respectively, resulting in an income tax provision of $ 25.3 million and $ 42.2 million, respectively.

The effective tax rate for the quarter ended June 29, 2025 included discrete tax expense of $ 0.6 million and the effective tax rate for the year-to-date period ended June 29, 2025 included discrete tax benefits of $ 4.5 million, primarily for share-based compensation.

Excluding discrete tax impacts, the Company’s effective tax rate for the quarter and year-to-date period ended June 29, 2025 was 21.5 %.

The effective tax rate for the quarter and year-to-date period ended June 30, 2024 included discrete tax benefits of $ 1.6 million and $ 4.7 million, respectively.

Excluding discrete tax benefits, the Company’s effective tax rate for the quarter and year-to-date period ended June 30, 2024 was 24.2 % and 23.9 %, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes.

Pursuant to ASC 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment.

The Company is still evaluating the potential impacts of the OBBBA;

however, the Company does not anticipate it will have a material impact on the Company’s financial statements.

For the quarter and year-to-date period ended September 28, 2025, the Company’s effective tax rate was 21.4 % and 20.4 %, respectively, resulting in an income tax provision of $ 31.0 million and $ 81.3 million, respectively.

For the quarter and year-to-date period ended September 29, 2024, the Company’s effective tax rate was 24.6 % and 22.7 %, respectively, resulting in an income tax provision of $ 28.3 million and $ 70.5 million, respectively.

The effective tax rate for the quarter ended September 28, 2025 included discrete tax expense of $ 2.8 million, primarily related to return-to-provision adjustments for limitations of permanent benefits due to decreased taxable income, and the effective tax rate for the year-to-date period ended September 28, 2025 included discrete tax benefits of $ 1.7 million, primarily for share-based compensation.

Excluding discrete tax impacts, the Company’s effective tax rate for the quarter and year-to-date period ended September 28, 2025 was 19.5 % and 20.8 %, respectively.

The effective tax rate for the quarter ended September 29, 2024 included discrete tax expense of $ 0.2 million and the effective tax rate for the year-to-date period ended September 29, 2024 included discrete tax benefits of $ 4.5 million.

Excluding discrete tax impacts, the Company’s effective tax rate for the quarter and year-to-date period ended September 29, 2024 was 24.5 % and 24.1 %, respectively.

On July 4, 2025, the One Big Beautiful Bill Act, which includes permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes, was enacted.

Pursuant to ASC 740, Income Taxes , the effects of changes in tax law are recognized in the period of enactment, the impact of which are not material and are reflected in the Company’s effective tax rate in the quarter.

The Company anticipates that the impacts related to the tax law changes will be favorable to future years’ cash tax payments due to changes in bonus depreciation, domestic research expensing and certain international provisions.

Per Share Information

1 unchanged sentence

(In millions, except per share amounts) Quarter ended Year-to-date period ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Numerator for basic income per common share –

12 unchanged sentences

Diluted net income attributable to ATI per common share $ 0.78 $ 0.57 $ 2.16 $ 1.61

Common stock that would be issuable upon the assumed conversion of the 2025 Convertible Notes, prior to their redemption during the third quarter of 2024, and other option equivalents and contingently issuable shares are excluded from the computation of contingently issuable shares, and therefore, from the denominator for diluted earnings per share, if the effect of inclusion is anti-dilutive.

There were no anti-dilutive shares for the quarters and year-to-date periods ended June 29, 2025 and June 30, 2024.

Common stock that would have been issuable upon the assumed conversion of the Company’s 3.5% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”), prior to their redemption during the third quarter of 2024, and other option equivalents and contingently issuable shares are excluded from the computation of contingently issuable shares, and therefore, from the denominator for diluted earnings per share, if the effect of inclusion is anti-dilutive.

There were no anti-dilutive shares for the quarters and year-to-date periods ended September 28, 2025 and September 29, 2024.

Periodically, the Company’s Board of Directors authorizes the repurchase of ATI common stock (the “Share Repurchase Program”), most recently authorizing the repurchase of up to $ 700 million, as announced in September 2024.

1 unchanged sentence

Open market repurchases are structured to occur within the pricing and volume requirements of SEC Rule 10b-18.

In the quarter and year-to-date period ended June 29, 2025, ATI used $ 250.0 million and $ 320.0 million, respectively, to repurchase 3.2 million and 4.4 million, respectively, of its common stock under the Share Repurchase Program.

At June 29, 2025, the Company has utilized $ 430 million of the $ 700 million currently authorized under the Share Repurchase Program.

In the year-to-date period ended June 30, 2024, ATI used $ 150.0 million to repurchase 3.4 million shares of its common stock under the Share Repurchase Program.

In the quarter and year-to-date period ended September 28, 2025, ATI used $ 150.0 million and $ 470.0 million, respectively, to repurchase 2.0 million and 6.4 million, respectively, of its common stock under the Share Repurchase Program.

At September 28, 2025, the Company has utilized $ 580 million of the $ 700 million currently authorized under the Share Repurchase Program.

In the quarter and year-to-date period ended September 29, 2024, ATI used $ 40.0 million and $ 190.0 million, respectively, to repurchase 0.7 million and 4.1 million, respectively, of its common stock under the Share Repurchase Program.

The Company’s share repurchases are subject to a 1% excise tax due to the Inflation Reduction Act of 2022.

Excise taxes incurred on share repurchases represent direct costs of the repurchase and are recorded as part of the cost basis of the shares within treasury stock.

The cost of share repurchases for the quarter and year-to-date period ended June 29, 2025 of $ 252.6 million and $ 322.8 million, respectively, differs from the repurchases of common stock amounts in the consolidated statements of cash flows due to these excise taxes.

The cost of share repurchases for the year-to-date period ended June 30, 2024 of $ 151.2 million differs from the repurchases of common stock amounts in the consolidated statements of cash flows due to these excise taxes.

The cost of share repurchases for the quarter and year-to-date period ended September 28, 2025 of $ 151.5 million and $ 474.3 million, respectively, differs from the repurchases of common stock amounts in the consolidated statements of cash flows due to these excise taxes.

However, for 2024, there was no excise tax due to the impact of the conversion of the 2025 Convertible Notes.

Accumulated Other Comprehensive Income (Loss)

The changes in AOCI by component, net of tax, for the quarter ended June 29, 2025 were as follows (in millions):

The changes in AOCI by component, net of tax, for the quarter ended September 28, 2025 were as follows (in millions):

benefit plans Currency

1 unchanged sentence

Attributable to ATI:

Balance, March 30, 2025 $ ( 29.6 ) $ ( 68.5 ) $ 3.2 $ 23.3 $ ( 71.6 )

Balance, June 29, 2025 $ ( 28.8 ) $ ( 52.0 ) $ 1.0 $ 23.3 $ ( 56.5 )

OCI before reclassifications — ( 2.2 ) ( 2.5 ) — ( 4.7 )

1 unchanged sentence

Net current-period OCI 0.9 ( 2.2 ) ( 1.1 ) — ( 2.4 )

Balance, June 29, 2025 $ ( 28.8 ) $ ( 52.0 ) $ 1.0 $ 23.3 $ ( 56.5 )

Balance, September 28, 2025 $ ( 27.9 ) $ ( 54.2 ) $ ( 0.1 ) $ 23.3 $ ( 58.9 )

Attributable to noncontrolling interests:

Balance, March 30, 2025 $ — $ 6.9 $ — $ — $ 6.9

Balance, June 29, 2025 $ — $ 8.7 $ — $ — $ 8.7

OCI before reclassifications — 0.6 — — 0.6

1 unchanged sentence

Net current-period OCI — 0.6 — — 0.6

Balance, June 29, 2025 $ — $ 8.7 $ — $ — $ 8.7

The changes in AOCI by component, net of tax, for the year-to-date period ended June 29, 2025 were as follows (in millions):

Balance, September 28, 2025 $ — $ 9.3 $ — $ — $ 9.3

The changes in AOCI by component, net of tax, for the year-to-date period ended September 28, 2025 were as follows (in millions):

benefit plans Currency

5 unchanged sentences

Net current-period OCI 2.6 25.6 2.4 — 30.6

Balance, June 29, 2025 $ ( 28.8 ) $ ( 52.0 ) $ 1.0 $ 23.3 $ ( 56.5 )

Balance, September 28, 2025 $ ( 27.9 ) $ ( 54.2 ) $ ( 0.1 ) $ 23.3 $ ( 58.9 )

Attributable to noncontrolling interests:

3 unchanged sentences

Net current-period OCI — 3.6 — — 3.6

Balance, June 29, 2025 $ — $ 8.7 $ — $ — $ 8.7

Balance, September 28, 2025 $ — $ 9.3 $ — $ — $ 9.3

(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 12).

(b) Amounts were included in loss of asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, UK and Dusseldorf, Germany operations (see Note 5).

(b) Amounts were included in gain/loss of asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, UK and Dusseldorf, Germany operations (see Note 5).

1 unchanged sentence

(e) Represents the net change in deferred tax asset valuation allowances on changes in AOCI balances between the balance sheet dates.

The changes in AOCI by component, net of tax, for the quarter ended June 30, 2024 were as follows (in millions):

The changes in AOCI by component, net of tax, for the quarter ended September 29, 2024 were as follows (in millions):

benefit plans Currency

1 unchanged sentence

Attributable to ATI:

Balance, March 31, 2024 $ ( 31.6 ) $ ( 74.8 ) $ ( 6.5 ) $ 24.1 $ ( 88.8 )

Balance, June 30, 2024 $ ( 30.7 ) $ ( 77.9 ) $ ( 4.9 ) $ 23.3 $ ( 90.2 )

OCI before reclassifications — 13.4 ( 1.5 ) — 11.9

1 unchanged sentence

Net current-period OCI 0.9 13.4 1.3 — 15.6

Balance, June 30, 2024 $ ( 30.7 ) $ ( 77.9 ) $ ( 4.9 ) $ 23.3 $ ( 90.2 )

Balance, September 29, 2024 $ ( 29.8 ) $ ( 64.5 ) $ ( 3.6 ) $ 23.3 $ ( 74.6 )

Attributable to noncontrolling interests:

Balance, March 31, 2024 $ — $ 7.1 $ — $ — $ 7.1

Balance, June 30, 2024 $ — $ 6.5 $ — $ — $ 6.5

OCI before reclassifications — 4.0 — — 4.0

1 unchanged sentence

Net current-period OCI — 4.0 — — $ 4.0

Balance, June 30, 2024 $ — $ 6.5 $ — $ — $ 6.5

The changes in AOCI by component, net of tax, for the year-to-date period ended June 30, 2024 were as follows (in millions):

Balance, September 29, 2024 $ — $ 10.5 $ — $ — $ 10.5

The changes in AOCI by component, net of tax, for the year-to-date period ended September 29, 2024 were as follows (in millions):

benefit plans Currency

5 unchanged sentences

Net current-period OCI 2.7 3.9 2.8 ( 0.8 ) 8.6

Balance, June 30, 2024 $ ( 30.7 ) $ ( 77.9 ) $ ( 4.9 ) $ 23.3 $ ( 90.2 )

Balance, September 29, 2024 $ ( 29.8 ) $ ( 64.5 ) $ ( 3.6 ) $ 23.3 $ ( 74.6 )

Attributable to noncontrolling interests:

3 unchanged sentences

Net current-period OCI — 3.2 — — $ 3.2

Balance, June 30, 2024 $ — $ 6.5 $ — $ — $ 6.5

Balance, September 29, 2024 $ — $ 10.5 $ — $ — $ 10.5

(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 12).

2 unchanged sentences

(d) Represents the net change in deferred tax asset valuation allowances on changes in AOCI balances between the balance sheet dates.

The income tax provision for the quarter and year-to-date period ended June 30,2024 includes $ 0.8 million of a tax benefit for the recognition of a stranded deferred tax valuation allowance that was associated with the Company’s interest rate swap due to its maturity.

The income tax provision for the year-to-date period ended September 29, 2024 includes $ 0.8 million of a tax benefit for the recognition of a stranded deferred tax valuation allowance that was associated with the Company’s interest rate swap due to its maturity.

Other comprehensive income (loss) amounts (OCI) reported above by category are net of applicable income tax expense (benefit) for each period presented.

3 unchanged sentences

subsidiaries.

Reclassifications out of AOCI for the quarters and year-to-date periods ended June 29, 2025 and June 30, 2024 were as follows:

Reclassifications out of AOCI for the quarters and year-to-date periods ended September 28, 2025 and September 29, 2024 were as follows:

Details about AOCI Components

(In millions)

Three months ended June 29, 2025 Three months ended June 30, 2024 Year-to-date period ended June 29, 2025 Year-to-date period ended June 30, 2024 Affected line item in the statements

Three months ended September 28, 2025 Three months ended September 29, 2024 Year-to-date

September 28, 2025 Year-to-date

September 29, 2024 Affected line item in the statements

of operations

14 unchanged sentences

(a) Amounts are reported in nonoperating retirement benefit expense (see Note 12).

(b) Amounts in 2025 were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, UK and Dusseldorf, Germany operations (see Note 5).

(b) Amounts in 2025 were included in gain/loss on asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, UK and Dusseldorf, Germany operations (see Note 5).

(c) Amounts related to derivatives, with the exception of the interest rate swap, are included in sales or cost of goods sold in the period or periods the hedged item affects earnings.

11 unchanged sentences

The Company adjusts its accruals to reflect new information as appropriate.

Future adjustments could have a material adverse effect on the Company’s consolidated results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments.

At June 29, 2025, the Company’s reserves for environmental remediation obligations totaled approximately $ 15 million, of which $ 6 million was included in other current liabilities.

The reserve includes estimated probable future costs of $ 3 million

for federal Superfund and comparable state-managed sites;

Future adjustments could have a material adverse effect on the Company’s

consolidated results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments.

At September 28, 2025, the Company’s reserves for environmental remediation obligations totaled approximately $ 15 million, of which $ 6 million was included in other current liabilities.

The reserve includes estimated probable future costs of $ 3 million for federal Superfund and comparable state-managed sites;

$ 6 million for formerly owned or operated sites for which the Company has remediation or indemnification obligations;

$ 5 million for owned or controlled sites at which Company operations have been or plan to be discontinued;

and $ 1 million for sites utilized by the Company in its ongoing operations.

and $ 6 million for owned or controlled sites at which Company operations have been or plan to be discontinued.

The timing of expenditures depends on a number of factors that vary by site.

8 unchanged sentences

Due to the complex nature of the employee retention credit computations, the Company deferred recognition of a portion of the tax credits pending the completion of any potential audit or examination, or the expiration of the related statute of limitations.

During the year-to-date period ended June 29, 2025, the Company recognized a benefit of approximately $ 7 million in cost of sales on the consolidated statement of operations due to the expiration of the statute of limitations for a portion of these credits.

As of June 29, 2025, The Company has approximately $ 5 million of remaining deferred retention tax credits, of which the statute of limitations expires in 2028.

During the year-to-date period ended September 28, 2025, the Company recognized a benefit of approximately $ 7 million in cost of sales on the consolidated statement of operations due to the expiration of the statute of limitations for a portion of these credits.

As of September 28, 2025, The Company has approximately $ 5 million of remaining deferred retention tax credits, of which the statute of limitations expires in 2028.

In August 2024, the Company received notice that it and certain of its affiliates are parties to two lawsuits captioned (1) William L.

10 unchanged sentences

qualified defined benefit pension plan obligations to Athene Annuity and Life Company and Athene Annuity & Life Assurance of New York.

The Company filed a Motion to Dismiss the consolidated claims on January 27, 2025, and briefing on the Motion has been completed.

The Company filed a Motion to Dismiss the consolidated claims in January 2025.

Following an August 2025 hearing on the Motion to Dismiss, the magistrate judge overseeing the Motion issued a report recommending that all of the plaintiffs’ claims be dismissed for lack of standing.

The recommendation remains subject to review and disposition by the presiding judge.

The Company disputes and intends to vigorously defend against these claims, but given the preliminary nature of these matters, cannot predict their outcome or estimate any range of reasonably possible loss at this time.

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-Q

Item 1. Financial Statements